FILED AUG 20 2024 NOT FOR PUBLICATION SUSAN M. SPRAUL, CLERK U.S. BKCY. APP. PANEL OF THE NINTH CIRCUIT UNITED STATES BANKRUPTCY APPELLATE PANEL OF THE NINTH CIRCUIT

In re: BAP No. NV-23-1196-FCL SILVER STATE BROADCASTING, LLC; GOLDEN STATE BROADCASTING, Bk. No. 21-14978-abl LLC; MAJOR MARKET RADIO LLC, Debtors. SILVER STATE BROADCASTING, LLC; GOLDEN STATE BROADCASTING, LLC; MAJOR MARKET RADIO LLC, Appellants, v. MEMORANDUM* MICHAEL WARREN CARMEL, Chapter 11 Trustee, Appellee.

Appeal from the United States Bankruptcy Court for the District of Nevada August Burdette Landis, Chief Bankruptcy Judge, Presiding

Before: FARIS, CORBIT, and LAFFERTY, Bankruptcy Judges.

* This disposition is not appropriate for publication. Although it may be cited for whatever persuasive value it may have, see Fed. R. App. P. 32.1, it has no precedential value, see 9th Cir. BAP Rule 8024-1. INTRODUCTION

Chapter 111 debtors Silver State Broadcasting, LLC (“Silver State”),

Golden State Broadcasting, LLC (“Golden State”), and Major Market Radio,

LLC (“Major Market”) (collectively, “Debtors”) appeal the bankruptcy

court’s order approving the sale of the Debtors’ radio stations and

associated equipment. They contend that the court failed to first determine

that the equipment was estate property. They also argue that the sale

included a compromise that required a separate motion and that one of the

buyers was not a good-faith purchaser.

Section 363(m) precludes the Debtors from challenging the validity of

the sale. The Debtors did not seek a stay of the sale order, the sale has

closed, the bankruptcy court found that the buyers were good-faith

purchasers, and that finding was not clearly erroneous.

Even if the Debtors sought relief other than invalidation of the sale,

the bankruptcy court did not abuse its discretion in approving the sale. We

AFFIRM.

FACTS

A. Prepetition events

The Debtors owned and operated seven radio stations. Royce

International Broadcasting Corporation (“Royce”) owns the Debtors.

1 Unless specified otherwise, all chapter and section references are to the Bankruptcy Code,

, and all “Rule” references are to the Federal Rules of Bankruptcy Procedure.

2 Edward Stolz owns Royce.

In August 2018, the United States District Court for the Central

District of California entered judgment for approximately $1.2 million

against Silver State, Golden State, Royce, Mr. Stolz, and others for violation

of the Federal Copyright Act. In July 2020, the district court appointed a

receiver in aid of collection of the judgment.

The Debtors allege that the receiver terminated the Debtors’ regular

commercial radio broadcasting and allowed VCY America, Inc. (“VCY”) to

broadcast nonprofit religious programming. They claim that VCY operated

the radio stations at a loss at the expense of the receivership estate.

The judgment debtors purportedly satisfied the original judgment

but did not pay other creditors or the court-approved expenses of the

receivership. Citing its inability to “trust [Mr.] Stolz’s representations that

he will satisfy amounts due in the future[,]” the district court refused to

terminate the receivership. The Ninth Circuit affirmed. WB Music Corp. v.

Royce Int’l Broad. Corp.,

(9th Cir. 2022).

B. The Debtors’ chapter 11 bankruptcy cases

While the receivership was pending, the Debtors filed chapter 11

bankruptcy petitions. The bankruptcy court ordered joint administration of

the three cases. Their scheduled assets consisted primarily of Federal

Communications Commission (“FCC”) licenses; they represented that they

did not own any machinery, equipment, vehicles, furniture, or fixtures.

The Debtors successfully compelled the receiver to turn over the

3 Debtors’ property and provide an accounting. They alleged that, when they

regained control of the radio stations, the stations had no revenue, the

receiver had operated them at a significant loss, and the Debtors had to

restart commercial operations with funds provided by Royce or Mr. Stolz.

They also objected to VCY’s proofs of claim totaling $627,366.06 for

reimbursement of operating expenses and attorneys’ fees and costs.

In March 2023, Michael Carmel (“Trustee”) was appointed chapter 11

trustee of the Debtors’ estates.

Two months later, the Debtors filed an emergency motion asserting

that the receiver could not levy on certain assets and that the automatic

stay extended to non-debtors Royce and Mr. Stolz. Mr. Stolz filed a

declaration asserting that he owned the equipment that the Debtors’ radio

stations were using with his consent. The bankruptcy court determined

that the automatic stay applied to the equipment and personal property

used by the Debtors in the operation of the radio stations but did not

extend to Royce and Mr. Stolz. We affirmed. See Silver State Broad., LLC v.

Carmel (In re Silver State Broad., LLC), BAP No. NV-23-1111-NFB,

(9th Cir. BAP Feb. 13, 2024).

C. The sale of the station assets

1. Approval of bid procedures

Meanwhile, the Trustee took steps to sell the seven stations,

including the FCC licenses and the equipment used to operate the stations.

He filed a motion seeking approval of bid procedures, authorization of the

4 sale of the station assets outside of the ordinary course of business, and

other related relief. The “Station Assets” for sale encompassed all of the

Debtors’ interests in tangible and intangible assets used in the operation of

the radio stations, including “all of Seller’s equipment, transmitters,

antennas, cables, towers, and other tangible personal property of every

kind and description that are used or held for use in the transmission

systems of the Stations[.]” The attached asset purchase agreements

included a list of the “Tangible Personal Property” for each station.

The Trustee proposed bid procedures that identified VCY as a

stalking horse bidder for five of the seven stations. The proposed purchase

price for the five stations was $4.5 million. VCY agreed to discount its filed

unsecured claims, and the Trustee agreed to withdraw the Debtors’

objection to those claims.

The Trustee requested a determination that the prevailing bidders

purchased the Station Assets in good faith and were entitled to the

protections of § 363(m). The Debtors sought a continuance of the hearing

on the Trustee’s motion but did not substantively object to the requested

relief or VCY’s stalking horse bid. After a hearing, the bankruptcy court

approved the bid procedures.

2. The auction sale

The Trustee held an in-court auction of the Station Assets. At the end

of the auction, VCY offered the highest bid for four of the five stations for

which it had initially bid, a second bidder offered a higher price for one of

5 those five stations, and a third party bid for the sixth and seventh stations.

When VCY was outbid for one of the five stations for which it had initially

bid, it withdrew its offer to reduce its claim, and the Trustee stated that

VCY’s claim would be allowed in full.

At the conclusion of the auction, the bankruptcy court questioned

representatives for the prevailing bidders and approved the bids totaling

approximately $6.346 million.

3. The Trustee’s motion to approve the sale

A few weeks later, the court held a hearing on the Trustee’s request

for authorization of the sale of the Station Assets (“Sale Motion”). The

Trustee filed a supporting declaration in which he stated that the sale

“constitutes the highest or otherwise best offers for the Station Assets and

provides fair and reasonable consideration for the Station Assets” and

“provide[s] Debtors’ estates with reasonably equivalent value and fair

consideration . . . .”

As to the Tangible Personal Property, the Trustee stated that

Mr. Stolz “has contended that he or Royce . . . has an ownership interest in

some of the Stations’ equipment while admitting that the Debtors have a

possessory interest.” The Trustee rejected this position and stated that his

investigation indicated that the Debtors solely owned the station

equipment. He detailed Mr. Stolz’s failure to produce any evidence to

corroborate his claim that he owned the equipment and concluded that the

“Debtors have always utilized the Stations’ equipment (a point Mr. Stolz

6 and Royce appear to concede) and that the Stations’ equipment belongs to

the Debtors.”

Harris Law Practice, LLC (“Harris Law”), which had previously

represented the Debtors and asserted an administrative claim, opposed the

proposed sale. It argued that the bankruptcy court could not approve a sale

of the Tangible Personal Property without first determining that it is

property of the estate. It also challenged what it described as the full

allowance of VCY’s $627,366.06 claim without prior adjudication and

liquidation by the court. Finally, Harris Law argued that the bankruptcy

court should not confirm VCY as a good-faith purchaser without subjecting

VCY to scrutiny. The Debtors joined in Harris Law’s opposition and filed

their own opposition, arguing that the Trustee had “made no effort to

reorganize the Debtors.”

In his reply, the Trustee emphasized that the Trustee could sell the

Tangible Personal Property pursuant to § 363(f)(4): Mr. Stolz’s claim to the

Tangible Personal Property was subject to a bona fide dispute.

The Trustee offered evidence that the Debtors owned the Tangible

Personal Property, including: (1) an asset purchase agreement

documenting Golden State’s acquisition of one of the stations, which

included “all assets owned or held by Sellers that are used or useful in the

operation of the Station,” including all “Tangible Personal Property,” (2) an

application to assign the FCC licenses and “all of the broadcasting assets”

of another of the stations and its translators to Major Market, (3) an asset

7 purchase agreement whereby Silver State acquired two of the stations and

associated “Tangible Personal Property,” and (4) a verified complaint

signed by Mr. Stolz in Nevada district court in which Silver State alleged

that certain equipment is Silver State’s property.

The Trustee argued that the bankruptcy court could approve the sale

without commencing an adversary proceeding. He contended that Rule

7001(2) is only implicated in the determination of the validity, priority, or

extent of an interest in property, and he was seeking no such relief.

4. The order approving the sale

At the conclusion of the hearing, the bankruptcy court made a

detailed oral ruling granting the Sale Motion and approving the sale.

The bankruptcy court stated that it was satisfied that the Trustee had

established that Mr. Stolz’s alleged ownership of the Tangible Personal

Property was subject to a bona fide dispute.

The bankruptcy court held that the Trustee had satisfied the standard

for approval of a sale under § 363(b)(1). It determined that the Trustee had

articulated a sound business justification for the sale because the sale

would allow the Trustee to make significant distributions to creditors.

Next, the bankruptcy court found that the sale price – which was

nearly $1.6 million greater than the original stalking horse bid – was fair

and reasonable. It also found that the bid procedures were fair and

reasonable and that the Trustee had adequately marketed the assets for

sale.

8 The court further held that the sale would be free and clear of claims

and interests under § 363(f)(4) and that the sale protected Mr. Stolz’s

interests because any interest he might have would attach to the sale

proceeds.

The bankruptcy court found that the buyers acted in good faith under

§ 363(m). It recounted that the successful bidders had satisfactorily

answered the court’s questions at the conclusion of the auction. It found

that the sale process resulted in obtaining a fair value of the assets for the

benefit of the estate, that there was no evidence that any of the successful

bidders had engaged in fraud or collusion, and that no bidder gained a

grossly unfair advantage over other bidders.

The bankruptcy court entered a written order (“Sale Order”)

incorporating its findings and conclusions stated on the record at the

hearing. It specifically found that the prevailing bidders had “proceeded in

good faith in all respects in connection with this proceeding, and each

Prevailing Bidder is a ‘good faith purchaser’ within the meaning of Section

363(m) of the Bankruptcy Code and, as such, is entitled to all the

protections afforded thereby.”

A few days later, the Trustee filed a stipulation withdrawing the

Debtors’ objection to VCY’s proofs of claim.

The Debtors appealed from the Sale Order. They did not seek a stay

of the Sale Order pending appeal.

9 D. Post-appeal events

The sales of the Station Assets closed on various dates between

February 1 and May 8, 2024. The bankruptcy court confirmed the Debtors’

chapter 11 plans in late July 2024.

JURISDICTION

The bankruptcy court had jurisdiction under

and

157(b)(2)(N). We have jurisdiction under

.

ISSUES 2

(1) Whether the prevailing bidders were good-faith purchasers

protected by § 363(m).

(2) Whether the bankruptcy court abused its discretion in approving

the sale without adjudicating ownership of the Tangible Personal Property.

(3) Whether the bankruptcy court abused its discretion in approving

the sale without requiring a motion to compromise under Rule 9019.

STANDARDS OF REVIEW

We review for an abuse of discretion the bankruptcy court’s decision

to approve a sale of estate property under § 363. Simantob v. Claims

Prosecutor, LLC (In re Lahijani),

(9th Cir. BAP 2005). To

determine whether the bankruptcy court has abused its discretion, we

2 In their opening brief, the Debtors identify three additional issues on appeal. But the Debtors did not substantively argue any of these issues in their opening brief, so they have abandoned those issues. See Smith v. Marsh,

(9th Cir. 1999) (“[O]n appeal, arguments not raised by a party in its opening brief are deemed waived.”). 10 conduct a two-step inquiry: (1) we review de novo whether the bankruptcy

court “identified the correct legal rule to apply to the relief requested” and

(2) if it did, we consider whether the bankruptcy court’s application of the

legal standard was illogical, implausible, or without support in inferences

that may be drawn from the facts in the record. United States v. Hinkson,

(9th Cir. 2009) (en banc).

We review for clear error the bankruptcy court’s finding of good

faith. Thomas v. Namba (In re Thomas),

(9th Cir. BAP 2002).

Similarly, the question “whether there is a ‘bona fide dispute’ . . . is

essentially a factual inquiry” requiring the “clearly erroneous standard of

review.” Liberty Tool, & Mfg. v. Vortex Fishing Sys., Inc. (In re Vortex Fishing

Sys., Inc.),

(9th Cir. 2002). Factual findings are clearly

erroneous if they are illogical, implausible, or without support in the

record. Retz v. Samson (In re Retz),

(9th Cir. 2010). If two

views of the evidence are possible, the court’s choice between them cannot

be clearly erroneous. Anderson v. City of Bessemer City,

(1985).

DISCUSSION

A. The prevailing bidders are entitled to the protections of § 363(m).

The Trustee asserts that this appeal is statutorily moot under

§ 363(m) because the bankruptcy court determined that the successful

bidders were good-faith purchasers, the Debtors did not seek a stay of the

Sale Order pending appeal, and the sale has closed. Conversely, the 11 Debtors argue that VCY was not a good-faith purchaser. We hold that the

record supported the bankruptcy court’s findings regarding VCY’s good

faith, so we cannot undo the sale.

Section 363(b)(1) permits a bankruptcy trustee, after notice and a

hearing, to “use, sell, or lease, other than in the ordinary course of business,

property of the estate.” Section § 363(m) provides:

reversal or modification on appeal of an authorization under [§ 363(b) or (c)] of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith . . . unless such authorization and such sale or lease were stayed pending appeal.

See Paulman v. Gateway Venture Partners III, LP (In re Filtercorp, Inc.),

(9th Cir. 1998) (“When a sale of assets is made to a good faith

purchaser, it may not be modified or set aside unless the sale was stayed

pending appeal.”).

The Debtors did not obtain a stay of the Sale Order pending appeal,

and the sale of the Station Assets has closed. The only disputed issue is

whether VCY is a good-faith purchaser. (The Debtors have never

challenged the good faith of the other two bidders.)

The Debtors contend that the bankruptcy court and the Trustee

needed to subject VCY to “some reasonable scrutiny.” They recount VCY’s

business dealings with the receiver and Trustee, which they claim are

“relevant here because they establish a relationship that does not show a

12 good faith bargaining process entitling VCY to protections under Section

363(m).”

A good faith purchaser is “one who buys ‘in good faith’ and ‘for

value.’” Ewell v. Diebert (In re Ewell),

(9th Cir. 1992).

“Although the Bankruptcy Code and rules do not define good faith, courts

have indicated that a lack of good faith is shown by ‘fraud, collusion

between the purchaser and other bidders or the trustee, or an attempt to

take grossly unfair advantage of other bidders.’” Sw. Prods., Inc. v. Durkin

(In re Sw. Prods., Inc.),

(9th Cir. BAP 1992) (citation

omitted); see also In re Thomas,

. We must look past a

“boilerplate ‘good faith’ finding” and ascertain whether the finding has “an

evidentiary foundation.” Fitzgerald v. Ninn Worx Sr, Inc. (In re Fitzgerald),

(9th Cir. BAP 2010).

Here, the bankruptcy court made extensive findings of VCY’s good

faith after carefully inquiring about the circumstances of the sale. It found

that VCY “did offer value, there was no fraud, there was no collusion, that

they did not take gross[ly] unfair advantage of other bidders, [and] they’re

entitled to a finding under Section 363(m) . . . .” It specifically found that

“[t]here was no single bidder that controlled the process in connection with

these auctions” and that VCY’s role as a stalking horse bidder led to a

significant increase in the final sale price. It found that the allegations of

VCY’s collusion with the receiver related to events that occurred during the

receivership and did not impact the sale process. Moreover, the Debtors

13 did not object to VCY’s stalking horse bid when they had the opportunity

to do so in conjunction with approval of the bid procedures.

The evidence supports the bankruptcy court’s findings. Regardless of

what may have occurred during the receivership, the Trustee offered

evidence that: he and VCY negotiated the proposed sale at arm’s length

and in good faith, absent any fraud and collusion; the Trustee sought

competitive bids and used VCY’s stalking horse bid to that end; VCY was

not entirely successful in its proposed bid to purchase five stations and

ultimately was the prevailing bidder for four stations; and the Trustee had

taken steps to obtain the highest price possible.

Conversely, the Debtors’ allegations are based on speculation and are

devoid of evidentiary support. Most of their allegations concern the

receivership and, in any event, the Debtors never even bestirred

themselves to provide a declaration supporting their contention that VCY

did not properly operate the stations during the receivership.

The Debtors cite MOAC Mall Holdings LLC v. Transform Holdco LLC,

(2023), and briefly argue that the Supreme Court instructed

that an appeal is only moot if there is absolutely no relief available,

regardless of the purchaser’s good faith. However, although MOAC stated

that § 363(m) does not “gover[n] a court’s adjudicatory capacity” or divest

an appellate court of jurisdiction, it acknowledged that § 363(m) “cloak[s]

certain good-faith purchasers or lessees with a targeted protection of their

newly acquired property interest, applicable even when an appellate court

14 properly exercises jurisdiction.” Id. at 299-300. In other words, MOAC

stands for the proposition that § 363(m) is not “jurisdictional,” but it still

limits the relief that an appellate court can grant. Thus, § 363(m) plainly

prevents us from undoing the sale – the only relief that the Debtors even

mention.

The bankruptcy court’s finding of good faith was not clearly

erroneous. Therefore, § 363(m) protects VCY and the other prevailing

bidders and precludes the Debtors’ challenge to the validity of the sale.

B. The bankruptcy court did not err in approving the sale.

Even if the Debtors sought some relief on appeal other than

invalidating the sale, we would affirm. The Debtors argue that the

bankruptcy court failed to determine that the Tangible Personal Property

was property of the bankruptcy estate and failed to evaluate the sale as a

compromise under Rule 9019. Neither of these arguments is persuasive.

1. The bankruptcy court did not need to determine ownership of the Tangible Personal Property prior to sale.

The Debtors contend that § 363(b) requires that the bankruptcy court

determine the ownership of the Tangible Personal Property in an adversary

proceeding prior to approving the sale. Although they acknowledge that

§ 363(f)(4) permits a sale free of an interest that is subject to a bona fide

dispute, they argue that no bona fide dispute exists.

Under § 363(b)(1), after notice and a hearing, the bankruptcy court

may authorize a trustee or debtor-in-possession to sell property of the

15 estate outside of the ordinary course of business. If the trustee wishes to

sell property free and clear of a competing interest, the trustee must show

that one of the subsections of § 363(f) applies. Section 363(f)(4) provides

that “[t]he trustee may sell property under subsection (b) or (c) of this

section free and clear of any interest in such property of an entity other

than the estate, only if – . . . (4) such interest is in bona fide dispute[.]” We

have previously explained:

The purpose of § 363(f)(4) is to permit property of the estate to be sold free and clear of interests that are disputed by the representative of the estate so that liquidation of the estate’s assets need not be delayed while such disputes are being litigated. Typically, the proceeds of sale are held subject to the disputed interest and then distributed as dictated by the resolution of the dispute; such procedure preserves all parties’ rights by simply transferring interests from property to dollars that represent its value.

Moldo v. Clark (In re Clark),

(9th Cir. BAP 2001) (citation

omitted). Although § 363(f)(4) does not define “bona fide dispute,” the

Ninth Circuit has defined “bona fide dispute” in the context of § 303 as

requiring the bankruptcy court to “determine whether there is an objective

basis for either a factual or a legal dispute as to the validity of the debt.” In

re Vortex Fishing Sys., Inc.,

(quoting In re Busick,

(7th Cir. 1987)).

To approve a sale free and clear under § 363(f)(4), the bankruptcy

court must only determine that the estate had an interest in the property to

16 be sold and that any competing interest is subject to a bona fide dispute.

This is exactly what the bankruptcy court did: it found that the Debtors

either owned or had an enforceable property interest in the Tangible

Personal Property, and it approved the sale free and clear “with all such

Claims to attach to the cash proceeds received by the Debtors’ estates that

are ultimately attributable to the property against or in which such Claims

are asserted . . . .”

The Trustee was also not required to conduct an adversary

proceeding, since he did not ask the court to “determine the validity,

priority, or extent of a lien or other interest in property . . . .” Rule 7001(2);

see, e.g., Federico v. McGranahan (In re Federico), Case No. 07-21245-B-7,

, at *3 (E.D. Cal. Sept. 8, 2009) (rejecting the appellants’

argument that Rule 7001 requires an adversary proceeding and stating that,

“[i]n authorizing the sale, the Bankruptcy Court was not determining the

issue of Appellants[’] interest in the Property. . . . Rather, the Bankruptcy

Court, based on substantial evidence, found that the Debtor shared an

interest in the Property with his creditors, including Appellants”).

This Panel has held that, in some circumstances, the bankruptcy court

must decide ownership disputes before it authorizes a sale. In the leading

case on this topic, Darby v. Zimmerman (In re Popp),

(9th Cir.

BAP 2005), Mr. Popp’s bankruptcy trustee filed an adversary proceeding

alleging that a company that owned a piece of land was an alter ego of the

debtor and that the land was property of Mr. Popp’s bankruptcy estate.

17 Before the court decided the adversary proceeding, the trustee moved for

approval of a sale of the land. That motion assumed that the land was

property of the estate, even though the court had not yet decided that very

issue in the pending adversary proceeding. The bankruptcy court

approved the sale, but this Panel reversed because the bankruptcy court

had “permitted parallel and piecemeal proceedings to continue without

regard to the initial finding of ownership. This was duplicative and could

promote inconsistent and ultimately inconclusive litigation as to the true

ownership of the Property.”

. “To avoid pernicious piecemeal

litigation, the bankruptcy court should have insisted that the Trustee finish

determining ownership before stepping outside the Alter Ego Adversary to

sell the Property.”

.

Popp is inapplicable here. There was not and is not any parallel

proceeding to adjudicate ownership of the Tangible Personal Property.

There is no risk that the court’s determination in the Sale Order that the

Debtors owned the Tangible Personal Property could be inconsistent with a

decision of the same issue in a parallel proceeding.

Further, the bankruptcy court determined that the Debtors owned the

Tangible Personal Property or at least had a valid, enforceable interest in

those assets. The bankruptcy court properly found, based on evidence

provided by the Trustee, that when the Debtors acquired their respective

radio stations, the sales included equipment to operate the stations and

other Tangible Personal Property. The bankruptcy court also discounted

18 Mr. Stolz’s conclusory and uncorroborated declaration submitted earlier in

the case. These findings are not clearly erroneous. See Richards v. Marshack

(In re Richards), BAP Nos. CC-21-1262-SGL, CC-21-1266-SGL,

, at *4 (9th Cir. BAP Nov. 7, 2022) (holding that Popp applies only

when there are “pending” adversary proceedings challenging the estate’s

ownership interest and there is a “genuine” dispute about the estate’s

ownership of the property), aff’d, No. 22-60057,

(9th Cir.

June 3, 2024).

Therefore, the bankruptcy court properly found that a sale was

warranted under §§ 363(b)(1) and (f)(4).

2. The Trustee was not required to seek approval of a compromise under Rule 9019.

The Debtors also contend that the Trustee’s agreement to withdraw

the Debtors’ objection to VCY’s claims necessarily required the Trustee to

seek approval of a settlement and compromise by filing a motion under

Rule 9019. They further speculate that the offer to reduce the “illusory”

claim discouraged other potential buyers from bidding.

It is true that the Trustee agreed to withdraw the Debtors’ objection

to VCY’s proofs of claim. But it is also true that the Trustee determined that

the objection was unsupported by any credible evidence and exercised his

business judgment to withdraw the meritless objection as part of a sale

transaction that benefitted the estates and their creditors. Nothing in the

Code, the Rules, or common sense requires a trustee to (1) file a claim

19 objection that he thinks is meritless, (2) prosecute a claim objection filed by

the debtor that the trustee thinks is meritless, or (3) file a separate Rule 9019

motion before dropping such a claim objection in connection with a court-

approved sale.

Moreover, although the bankruptcy court did not separately analyze

the withdrawal of the claim objection under the Rule 9019 standard, the

court emphatically found that the overall transaction benefitted the estate.

The bankruptcy court recognized that the Trustee’s strategy enhanced the

competitive bidding that resulted in an increase of nearly $1.6 million over

VCY’s stalking horse bid. It found that the bid procedures were fair and

reasonable and that no one had objected to the procedures. Even if the Rule

9019 standard were applicable, the court’s findings are sufficient.

The Debtors assert that the allowance of VCY’s claim chilled the

bidding at the auction because other bidders could not determine how to

exceed VCY’s bid. This is meritless speculation. All of the bidders,

including VCY, were treated as cash bidders at all relevant times: the court

did not mention the allowance of VCY’s claim when it evaluated the

various bids, and VCY paid its entire bid in cash and was not allowed to

“credit bid” its unsecured claim. There is no evidence that the bidding was

chilled; in fact, several new bidders emerged at the auction, and one of

those bidders outbid VCY on one of the stations.

CONCLUSION

The bankruptcy court did not abuse its discretion in approving the

20 Sale Motion. We AFFIRM.

21