💥New Chapter 11 Bankruptcy Filing - RunItOneTime LLC (a/k/a Maverick Gaming)💥
Gaming operator goes bust in the Southern District of Texas
On July 14, 2025, Seattle-area-based RunItOneTime LLC and 67 affiliates (collectively, the “debtors”) – better known as Maverick Gaming – filed chapter 11 bankruptcy cases in the Southern District of Texas (Judge Perez).* Founded in ‘17, the debtors operate “… a portfolio of casinos, card rooms, hotels, and other gaming- and hospitality-related assets across Washington, Nevada, and Colorado” and focus “… on acquiring undervalued gaming assets and implementing operational changes to improve profitability.”
Oh heck yeah, do we have the soundtrack for this piece. Hey Siri, cue up Kenny Rogers’ The Gambler.
🎶You got to know when to hold 'em, know when to fold 'em
Know when to walk away and know when to run 🎶
What a tune. Anyway, back to the debtors. Initially, holdin’ em was the call, and Lady Luck smiled on the debtors’ strategy. Here’s CFO, CRO, and “Liquidity Employee”** Jeff Seery with the deets:
“In Nevada, the Wendover properties used to consistently produce approximately $4 million in annual EBITDA prior to the Debtors’ acquisition of the properties. Under the Debtors’ ownership, these properties produce in excess of $17 million in annual EBITDA. The Company also doubled EBITDA at the Elko properties after the first year of ownership. The Company saw similar initial increases in Colorado.”
Until COVID turned that smile upside down. Here’s Mr. Seery again:
“Among other things, the COVID-19 epidemic forced facility closures and subsequent, restrictive re-opening regulations hampered the Company’s growth opportunities while it was in its nascent stages. In Washington, for example, card rooms were closed for multiple months following the imposition of the shelter-in-place mandates. When allowed to reopen, the Company was required to operate outdoors in parking lot tents and—once allowed back indoors, 25% of casino walls were required to remain open air for circulation, all of which took a substantial toll on customer traffic.”
Sh*tty luck – but the debtors didn’t fold ‘em. Instead, they leaned into some f*cking terrible business calls. Starting in ‘22, the debtors botched a slot system upgrade that “… derailed the Company’s slot machines in Colorado for weeks,” "inadvertently" rolled out too many free play offers under its loyalty rewards program “… which severely impacted profitability and devastated results for at least four to five months,” and lost almost a million bucks on sports betting until they folded the whole platform.
Sovereignty was a massive PITA too. Washington, where 17 of the debtors’ card rooms are located, regulates the sh*t out of the biz, prohibiting casino-style gaming (slots, roulette, craps, etc.), sports betting, and loan sharking easy targets “ … the provision of consumer credit[.]”
You know who ain’t subject to those regulations?
The debtors’ loyal, lol, customers packed their bags and headed for nearby tribal lands.
To generate cash and buy time, in September ‘21, the debtors sold the land under four casinos to Angelo, Gordon & Co., LP (“AG”) for $93mm and leased it right back,*** and doubled down on the same strategy between September ‘22 and July ‘23 with Blue Owl Capital, Inc. (“Blue Owl”), sale-leasing-back thirteen properties (including, of all things, a gas station) for an aggregate $205.1mm.****
But the culmination of bad circumstances and sus decision-making caused EBITDA to nosedive, from $52.1mm in ‘21 to $16.5mm in ‘23. Unfortunately for the debtors, they have about $306mm in funded debt, excluding capital leases.*****
And before you ask, yes, all that tranching is the product of yet another failed liability management exercise (“LME”) (🙌). Originally, a $55mm revolver and $310mm term loan B, in April ‘24, the company amended the prepetition credit facility to (i) term out the revolver, infuse $10mm in lender-provided fresh capital, and issue another $12mm in first out term loans to those lenders for their troubles, all of which went to the top of the stack, and (ii) exchange the original term loan Bs for the second out at a 15% discount (and a small piece for third out at a 10% discount), with a $13.9mm stub deciding to ride out their bet at the bottom of the pile.
None of it worked.
In January ‘25, management got serious about its debt and kicked off negotiations with the debtors’ prepetition lenders, which eventually formed an ad hoc group …
… while the debtors simultaneously “… pursu[ed] opportunities to raise new capital with third parties.” That continued for a while, with the ad hoc group delivering a term sheet in February ‘25 and both engaged “… to see if an out-of-court solution was possible.”
All the while, the business continued to deteriorate, and the prepetition agent delivered a notice of default in May ‘25. But folks hammered out a standstill and trucked along until they agreed on a deal – if you want to call it that – on June 25, 2025, which is embodied in a restructuring transaction support agreement (the “TSA”). Here’s what it entails:
📍Business Separation. The debtors will slice up their business into three parts: (i) PokerCo, composed of four of the debtors’ Washington card rooms,****** (ii) LeaseCo, composed of its properties subject to Blue Owl’s master lease, and (iii) MainCo, composed of the rest of the debtors’ assets, including a business called EGads! that specializes in designing, fabricating, and installing casino interiors, signage, lighting, and architectural treatments.
PokerCo will pursue a section 363 sale, for which the debtors’ not-walking-away, 57.9%-owner Eric Persson will serve as the stalking horse bidder with a $13mm purchase price, which’ll include five years of sucker’s insurance in case Mr. Persson subsequently sells those assets for a profit.
LeaseCo will, and we quote here, “… negotiate in good faith for an amendment or modification to the Blue Owl Master Lease.”
MainCo. The debtors will either market MainCo, subject to a prepetition lender credit bid, or pursue a chapter 11 plan that converts the prepetition term loans into reorg equity. Or “… pursue such other alternative restructuring transactions as may be appropriate under the circumstances."
📍Licensing Agreement. Mr. Persson’s newco will enter into a non-exclusive license for the debtors’ IP in exchange for $100k plus 25% of the adjusted EBITDA generated using that IP for three years, and the IP will be transferred to the newco.*******
That’s, um, it. Apparently, the deal didn’t get more fleshed out before the debtors ran out of cash and needed to file.
You know what else didn’t get fully fleshed out? Case financing.
For now, all the debtors have is an ad hoc group-backstopped four-week DIP. Initially it was a $22.5mm term loan, composed of $7.5mm in interim new money and a $15mm roll-up of the first out term loans, with post-four-week amounts to be agreed, but at the July 15, 2025 first-day hearing, the debtors announced they’d just come to terms with Marnell Gaming Management (“Marnell”), the “… contemplated successor operator of the Debtors gaming facilities,” and asked, with the ad hoc group’s support, to up the funding by another mil (and the roll-up by another $2mm) notwithstanding the papers.********
Of course, Judge Perez had no issue with that, although he did due process the smallest of courtesies by requiring the debtors to file a Marnell retention app. The debtors filed that two days later, which the court approved the next day over the US trustee’s timing objection.
The second-day hearing will go forward on August 6, 2025 at 1pm CT, by which point, with any luck, the debtors will know how they intend to play their hand.
The debtors are represented by Latham & Watkins LLP (Ray Schrock, Jeff Bjork, Amy Quartarolo, Andrew Sorkin, Helena Tseregounis, Nicholas Messana, Anthony Joseph, Kevin Shang, Montana Licari, Davis Klabo) and Hunton Andrews Kurth LLP (Timothy “Tad” Davidson II, Ashley Harper, Philip Guffy) as legal counsel, Triple P TRS, LLC as financial advisor, and GLC Advisors & Co., LLC and GLC Securities, LLC (Michael Sellinger) as investment banker. The debtors’ special committee is composed of Lawrence Perkins, Tobias Keller, and Steve McCall.********* The ad hoc group is represented by Ropes & Gray LLP (Ryan Preston Dahl, Leonard Klingbaum, Dan Gwen, Margaret Alden) and Porter Hedges LLP (John Higgins, M. Shane Johnson, Megan Young-John, James Keefe) as legal counsel. Alter Domus (US) LLC is represented by Norton Rose Fulbright US LLP (H. Stephen Castro, Bob Bruner) as legal counsel. Evergreen WA LLC and Project Evergreen NV Owner LLC are represented by Kirkland & Ellis LLP (Steven Serajeddini, Connor Casas) and Haynes and Boone, LLP (Charles Beckham, Jr., Kelli Norfleet, Re’Necia Sherald) as legal counsel.
*What’s the connection to Texas? Good question! Debtor RunItOneTime Texas LLC was registered on July 8, 2025, and the debtors never even bothered to make it an obligor on the prepetition debt before filing.
**The debtors’ business is broken up between two sets of debtors: the ones that own the gaming licenses and every other entity. The Liquidity Employee role sits at the former grouping and manages all cash receipts and disbursements.
***The AG casinos are the Wendover Nugget Hotel & Casino, the Red Garter Hotel & Casino, the Grand Z Casino Hotel, and Johnny Z’s Casino, for which the debtors pay ~$8.5mm per year in rent.
****The Blue Owl ones are Coyote Bob’s Casino, Casino Caribbean, Crazy Moose Casino, Great American Casino Everett, Macau Casino Lakewood, Great American Casino Tukwila, Gold Country Inn & Casino, Maverick Casino Hotel Elko, Mobil Gas Station (🤷♀️), Riverside Casino, Chips Casino, Palace Casino, and All Star Casino, which cost $17.8mm per year in rent.
*****The debtors also have ~$14.7mm in prepetition trade debt.
******The PokerCo card rooms are Aces Poker Lakewood, Aces Poker Mountlake Terrance, Caribbean Casino, and Caribbean Cardroom.
*******Which makes zero sense.If the IP is being transferred to the newco, why does it need a license, 🤔?
********The DIP bears interest at term SOFR + 12.5% (all cash on the new money; 1% cash on the roll-up) and, because it’s a backstopped facility, there are a sh*tload of fees: a 3% PIK structuring fee payable to the backstop parties, a 4% PIK upfront fee payable to all DIP lenders, and a 3% PIK backstop fee payable to the backstop parties.
*********Mr. McCall is a lender-designated board member.
Company Professionals:
Legal: Latham & Watkins LLP (Ray Schrock, Jeff Bjork, Amy Quartarolo, Andrew Sorkin, Helena Tseregounis, Nicholas Messana, Anthony Joseph, Kevin Shang, Montana Licari, Davis Klabo) and Hunton Andrews Kurth LLP (Timothy “Tad” Davidson II, Ashley Harper, Philip Guffy)
Financial Advisor: Triple P TRS, LLC
Investment Banker: GLC Advisors & Co., LLC and GLC Securities, LLC (Michael Sellinger)
Special Committee: Lawrence Perkins, Tobias Keller, and Steve McCall
Claims Agent: Kroll (Click here for free docket access)
Other Parties in Interest:
Ad Hoc Group of Term Lenders:
Legal: Ropes & Gray LLP (Ryan Preston Dahl, Leonard Klingbaum, Dan Gwen, Margaret Alden) and Porter Hedges LLP (John Higgins, M. Shane Johnson, Megan Young-John, James Keefe)
Prepetition and DIP Agent: Alter Domus (US) LLC
Legal: Norton Rose Fulbright US LLP (H. Stephen Castro, Bob Bruner)
Blue Owl affiliates and Landlord: Project Evergreen WA LLC and Project Evergreen NV Owner LLC
Legal: Kirkland & Ellis LLP (Steven Serajeddini, Connor Casas) and Haynes and Boone, LLP (Charles Beckham, Jr., Kelli Norfleet, Re’Necia Sherald)
Majority Equity Owner: Eric Persson
Legal: Womble Bond Dickinson LLP (Glenn Light)
Official Committee of Unsecured Creditors
Legal: Morrison & Foerster LLP (Lorenzo Marinuzzi, Doug Mannal, Theresa Foudy, Benjamin Butterfield, Raff Ferraioli)