Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 1 of 25

Fill in this information to identify the case:

United States Bankruptcy Court for the:

Delaware
____________________ District of _________________
(State)
7
Case number (If known): _________________________ Chapter _____ ‰ Check if this is an
amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s name Outfox Hospitality Midco LLC

______________________________________________________________________________________________________

2. All other names debtor used ______________________________________________________________________________________________________

in the last 8 years ______________________________________________________________________________________________________
______________________________________________________________________________________________________
Include any assumed names,
______________________________________________________________________________________________________
trade names, and doing business
as names ______________________________________________________________________________________________________

3. Debtor’s federal Employer N/A

___ ___ – ___ ___ ___ ___ ___ ___ ___
Identification Number (EIN)

4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business

167 N. Green Street

______________________________________________ _______________________________________________
Number Street Number Street

______________________________________________ _______________________________________________
P.O. Box

Chicago IL 60607
______________________________________________ _______________________________________________
City State ZIP Code City State ZIP Code

Location of principal assets, if different from

principal place of business
U.S.A.
______________________________________________
County _______________________________________________
Number Street

_______________________________________________

_______________________________________________
City State ZIP Code

5. Debtor’s website (URL) N/A

____________________________________________________________________________________________________

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 2 of 25

Debtor Outfox Hospitality Midco LLC

_______________________________________________________ Case number (if known)_____________________________________
Name

6. Type of debtor ‰
; Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
‰ Partnership (excluding LLP)
‰ Other. Specify: __________________________________________________________________

A. Check one:
7. Describe debtor’s business
‰ Health Care Business (as defined in 11 U.S.C. § 101(27A))
‰ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
‰ Railroad (as defined in 11 U.S.C. § 101(44))
‰ Stockbroker (as defined in 11 U.S.C. § 101(53A))
‰ Commodity Broker (as defined in 11 U.S.C. § 101(6))
‰ Clearing Bank (as defined in 11 U.S.C. § 781(3))
‰ None of the above
;

B. Check all that apply:

‰ Tax-exempt entity (as described in 26 U.S.C. § 501)

‰ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
‰ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .

__ 4 __
4 
__ 5 __
 1

8. Under which chapter of the Check one:

Bankruptcy Code is the
debtor filing? ‰
; Chapter 7
‰ Chapter 9
‰ Chapter 11. Check all that apply:
A debtor who is a “small business
debtor” must check the first sub- ‰ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
box. A debtor as defined in aggregate noncontingent liquidated debts (excluding debts owed to insiders or
§ 1182(1) who elects to proceed affiliates) are less than $3,024,725. If this sub-box is selected, attach the most
under subchapter V of chapter 11 recent balance sheet, statement of operations, cash-flow statement, and federal
(whether or not the debtor is a income tax return or if any of these documents do not exist, follow the procedure in
“small business debtor”) must 11 U.S.C. § 1116(1)(B).
check the second sub-box. ‰
The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate
noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are
less than $7,500,000, and it chooses to proceed under Subchapter V of
Chapter 11. If this sub-box is selected, attach the most recent balance sheet,
statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C.
§ 1116(1)(B).

‰ A plan is being filed with this petition.

‰ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).

‰ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.

‰ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
‰ Chapter 12

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 3 of 25

Debtor Outfox Hospitality Midco LLC

_______________________________________________________ Case number (if known)_____________________________________
Name

9. Were prior bankruptcy cases ‰

; No
filed by or against the debtor
within the last 8 years? ‰ Yes. District _______________________ When _______________ Case number _________________________
MM / DD / YYYY
If more than 2 cases, attach a
separate list. District _______________________ When _______________ Case number _________________________
MM / DD / YYYY

10. Are any bankruptcy cases ‰ No

pending or being filed by a
‰
; Yes. See Schedule 1
Debtor _____________________________________________ Relationship _________________________
business partner or an
affiliate of the debtor? District _____________________________________________ When __________________
List all cases. If more than 1, MM / DD / YYYY
attach a separate list. Case number, if known ________________________________

11. Why is the case filed in this Check all that apply:
district?
‰
; Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.

‰
; A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have ‰ No

possession of any real ‰
; Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
property or personal property
that needs immediate Why does the property need immediate attention? (Check all that apply.)
attention?
‰ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.
What is the hazard? _____________________________________________________________________

‰ It needs to be physically secured or protected from the weather.

‰
; It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).

‰ Other _______________________________________________________________________________

See Schedule 2
Where is the property?_____________________________________________________________________
Number Street

____________________________________________________________________

_______________________________________ _______ ________________

City State ZIP Code

Is the property insured?

‰
; No
‰ Yes. Insurance agency ____________________________________________________________________

Contact name ____________________________________________________________________

Phone ________________________________

Statistical and administrative information

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 4 of 25

Debtor
Outfox Hospitality Midco LLC
_______________________________________________________ Case number (if known)_____________________________________
Name

13. Debtor’s estimation of Check one:

available funds ‰ Funds will be available for distribution to unsecured creditors.
; After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
‰

‰ 1-49 ‰ 1,000-5,000 ‰ 25,001-50,000

14. Estimated number of ‰ 50-99 ‰
; 5,001-10,000 ‰ 50,001-100,000
creditors
‰ 100-199 ‰ 10,001-25,000 ‰ More than 100,000
‰ 200-999

‰  ‰ $1,000,001-$10 million ‰ $500,000,001-$1 billion

15. Estimated assets ‰ $50,001-$100,000 ‰
; $10,000,001-$50 million ‰ $1,000,000,001-$10 billion
‰ $100,001-$500,000 ‰ $50,000,001-$100 million ‰ $10,000,000,001-$50 billion
‰ $500,001-$1 million ‰ $100,000,001-$500 million ‰ More than $50 billion

‰  ‰ $1,000,001-$10 million ‰ $500,000,001-$1 billion

16. Estimated liabilities ‰ $50,001-$100,000 ‰
; $10,000,001-$50 million ‰ $1,000,000,001-$10 billion
‰ $100,001-$500,000 ‰ $50,000,001-$100 million ‰ $10,000,000,001-$50 billion
‰ $500,001-$1 million ‰ $100,000,001-$500 million ‰ More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of Q The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of
petition.
debtor
Q I have been authorized to file this petition on behalf of the debtor.

Q I have examined the information in this petition and have a reasonable belief that the information is true and
correct.

I declare under penalty of perjury that the foregoing is true and correct.

05/14/2024
Executed on _________________
MM / DD / YYYY

8 /s/ Caroline Barry

_____________________________________________
Caroline Barry
_______________________________________________
Signature of authorized representative of debtor Printed name

Secretary, Treasurer, and Designated Representative

Title _________________________________________

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 5 of 25

Debtor Outfox Hospitality Midco LLC

_______________________________________________________ Case number (if known)_____________________________________
Name

18. Signature of attorney

8 /s/ Dennis A. Meloro
_____________________________________________ Date 05/14/2024
_________________
Signature of attorney for debtor MM / DD / YYYY

Dennis A. Meloro
_________________________________________________________________________________________________
Printed name
Greenberg Traurig, LLP
_________________________________________________________________________________________________
Firm name
222 Delaware Avenue, Suite 1600
_________________________________________________________________________________________________
Number Street
Wilmington
____________________________________________________ DE
____________ 19801
______________________________
City State ZIP Code

(302) 661-7000
____________________________________ [email protected]
__________________________________________
Contact phone Email address

4435
______________________________________________________ DE
____________
Bar number State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 6 of 25

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 7

DOMS MARKET LLC Case No. 24-_______ (__)

Debtor. EIN: 84-1747198

In re: Chapter 7

DOMS MARKET HOLDCO INC. Case No. 24-_______ (__)

Debtor. EIN: 84-4499666

In re: Chapter 7

FOXTROT HOLDINGS TEXAS, Case No. 24-_______ (__)

INCORPORATED
Debtor. EIN: 83-3831903

In re: Chapter 7

FOXTROT INTERMEDIATE TEXAS, Case No. 24-_______ (__)

INCORPORATED
EIN: 83-3803695
Debtor.

In re: Chapter 7

FOXTROT RETAIL INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-1628447

In re: Chapter 7

FOXTROT RETAIL DC, LLC Case No. 24-_______ (__)

Debtor. EIN: 84-2583091

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 7 of 25

In re: Chapter 7

FOXTROT RETAIL FLORIDA, LLC Case No. 24-_______ (__)

Debtor. EIN: 88-3527444

In re: Chapter 7

FOXTROT RETAIL TEXAS, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-3777582

In re: Chapter 7

FOXTROT VENTURES, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 46-2928250

In re: Chapter 7

OUTFOX HOSPITALITY LLC Case No. 24-_______ (__)

Debtor. EIN: 93-4442547

In re : Chapter 7

OUTFOX HOSPITALITY MIDCO LLC Case No. 24-_______ (__)

Debtor. EIN: N/A

Schedule 1

Pending Bankruptcy Cases Filed by Affiliated Entities

On the date hereof, each of the entities listed below filed a petition in the United States
Bankruptcy Court for the District of Delaware for relief under chapter 7 of title 11 of the United
States Code.

Doms Market LLC

Doms Market Holdco Inc.
Foxtrot Holdings Texas, Incorporated
Foxtrot Intermediate Texas, Incorporated
Foxtrot Retail Incorporated
Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 8 of 25

Foxtrot Retail DC, LLC

Foxtrot Retail Florida, LLC
Foxtrot Retail Texas, Incorporated
Foxtrot Ventures, Incorporated
Outfox Hospitality LLC
Outfox Hospitality Midco LLC
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 9 of 25

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 7

DOMS MARKET LLC Case No. 24-_______ (__)

Debtor. EIN: 84-1747198

In re: Chapter 7

DOMS MARKET HOLDCO INC. Case No. 24-_______ (__)

Debtor. EIN: 84-4499666

In re: Chapter 7

FOXTROT HOLDINGS TEXAS, Case No. 24-_______ (__)

INCORPORATED
Debtor. EIN: 83-3831903

In re: Chapter 7

FOXTROT INTERMEDIATE TEXAS, Case No. 24-_______ (__)

INCORPORATED
EIN: 83-3803695
Debtor.

In re: Chapter 7

FOXTROT RETAIL INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-1628447

In re: Chapter 7

FOXTROT RETAIL DC, LLC Case No. 24-_______ (__)

Debtor. EIN: 84-2583091

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 10 of 25

In re: Chapter 7

FOXTROT RETAIL FLORIDA, LLC Case No. 24-_______ (__)

Debtor. EIN: 88-3527444

In re: Chapter 7

FOXTROT RETAIL TEXAS, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-3777582

In re: Chapter 7

FOXTROT VENTURES, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 46-2928250

In re: Chapter 7

OUTFOX HOSPITALITY LLC Case No. 24-_______ (__)

Debtor. EIN: 93-4442547

In re : Chapter 7

OUTFOX HOSPITALITY MIDCO LLC Case No. 24-_______ (__)

Debtor. EIN: N/A

Schedule 2

Location of Property in Need of Immediate Attention

Perishable goods owned by certain of the above-captioned debtors may be located in the
following leased locations:
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 11 of 25

Description Address
Foxtrot 2136 S. Peoria St., Chicago, IL 60608
2801 N. Broadway St., Chicago, IL 60614
171 N. Green St., Chicago, IL 60607
23 West Maple St., Chicago, IL 60610
401 N. Wells St., Chicago, IL 60654
902 W. Armitage Ave., Chicago, IL 60614
1576 N. Milwaukee Ave., Chicago, IL 60622
1562 N. Wells St., Chicago, IL 60610
114 W. Chicago Ave., Chicago, IL 60610
3334 N. Southport Ave., Chicago, IL 60657
545 McClurg Ct., Chicago, IL 60611
435 N. Michigan Ave., Chicago, IL 60611
1019 W. Lake St., Chicago, IL 60607
1714 W. Division St., Chicago, IL 60611
233 S. Wacker Dr., Chicago, IL 60606
3649 N. Clark St., Chicago, IL 60613
1827 Adams Mill Rd., N.W., Washington, D.C. 20009
1601 Connecticut Ave., N.W., Washington, D.C. 20036
888 17th St. N.W., Washington, D.C. 20006
1267 Wisconsin Ave., N.W., Washington, D.C. 20007
1341 14th St. NW, Washington, D.C. 20005
660 Massachusetts Ave., N.W., Washington, D.C. 20001
1275 New Jersey Ave., S.E., Washington, D.C. 20003
7250 Woodmont Ave., Bethesda, MD 20814
4800 Burnet Rd., Ste. 600, Austin, TX 78756
301 W. 2nd St., Ste. 100, Austin, TX 78701
3606 Greenville Ave., Ste. A, Dallas, TX 75202
3130 Knox St., Dallas, TX 75205
1802 S. 1st St., Austin, TX 78704
2270 Guadalupe St., Austin, TX 78705
6565 Hillcrest Ave., Dallas, TX 75205
2822 McKinney Ave., Dallas, TX 75204
4121 Wilson Blvd., Arlington, VA 22203
701 King Street, Alexandria, VA 22314
1771 N. Pierce St., Arlington, VA 22209
Dom’s Market 801 W. Diversey Pkwy, Chicago, IL 60614
1225 N. Wells St., Chicago, IL 60610

ACTIVE 697568931v3
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 12 of 25

SECRETARY’S CERTIFICATE
___________________________________

April 23, 2024

I, Caroline Barry, do hereby certify that I am the secretary, treasurer and designated
representative of Outfox Hospitality LLC, a Delaware limited liability company, and the
designated representative of each of its direct and indirect subsidiaries (listed on Exhibit A
attached hereto) (each, a “Company” and collectively, the “Companies”), and that, as such, I
am authorized to execute and deliver this certificate and hereby further certify that:

1. Effective as of the date first set forth above, the board of managers (the “Board”)
of Outfox Hospitality LLC held a meeting pursuant to notice duly given to all members of the
Board.

2. At such Board meeting, the Board approved and authorized, among other items,
Outfox Hospitality LLC and each other Company to file, or cause to be filed, a voluntary petition
and applicable schedules and statements for relief under the provisions of chapter 7 of
Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and any
other petition for relief or reorganization or other order that may be desirable under applicable
law in the United States.

3. At such Board meeting, the Board further authorized, directed, and empowered
Caroline Barry as the designed representative of Outfox Hospitality LLC and each Company to
effect the foregoing.

* * *
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 13 of 25

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first set forth
above.

COMPANY:

OUTFOX HOSPITALITY LLC

By: /s/ Caroline Barry

Name: Caroline Barry
Title: Secretary, Treasurer and Designated
Representative

SIGNATURE PAGE
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 14 of 25

EXHIBIT A

• Outfox Hospitality MidCo LLC, a Delaware limited liability company

• Doms Market HoldCo Inc., a Delaware corporation

• Doms Market LLC, a Delaware limited liability company

• Foxtrot Ventures, Incorporated, a Delaware corporation

• Foxtrot Retail Incorporated, an Illinois corporation

• Foxtrot Holdings Texas, Incorporated, a Texas corporation

• Foxtrot Intermediate Texas, Incorporated, a Texas corporation

• Foxtrot Retail Texas, Incorporated, a Texas corporation

• Foxtrot Retail DC, LLC, a Washington D.C. limited liability company

• Foxtrot Retail Florida, LLC, a Delaware limited liability company

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 15 of 25

MINUTES OF THE MEETING

OF THE BOARD OF MANAGERS

April 23, 2024

1:30 p.m. CST

A meeting of the board of managers (the “Board”) of Outfox Hospitality LLC, a Delaware

limited liability company, was held at the above time via videoconference pursuant to notice duly

given to all members of the Board.

All members of the Board were present at the meeting. Also present at the meeting by

invitation of the Board was Caroline Barry, the treasurer of the company, Rob Twyman, the chief

executive officer of the company, and representatives of Greenberg Traurig, LLP, as counsel, and

Arete Capital Partners, as financial advisors. All meeting participants could speak to and hear one

another. No managers raised any objections to the occurrence of the meeting or any failure to

deliver notice to call the meeting. The chair of the Board called the meeting to order and asked

that Caroline Barry act as secretary of the meeting.

The Board reviewed and considered, among other things, the financial condition of the
company and each of its direct and indirect subsidiaries (listed on Exhibit A attached hereto) (each,
a “Company” and collectively, the “Companies”), and reviewed and considered the
recommendations of each Company’s legal and other advisors as to the relative risks and benefits
of pursuing a bankruptcy proceeding under the provisions of title 11 of the United States Code (the
“Bankruptcy Code”).

Upon motion duly called, the Board adopted the following resolutions set forth below:

RESOLVED, that in the respective business judgment of the Board (including, for the
avoidance of doubt, the board of managers of Doms Market HoldCo Inc.), it is desirable and in the
best interest of each Company (including a consideration of its respective creditors and other
parties in interest) that each Company shall be, and hereby is, authorized to file, or cause to be
filed, a voluntary petition and applicable schedules and statements (each a “Petition” and
collectively, the “Petitions”) for relief under the provisions of chapter 7 of Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and
any other petition for relief or reorganization or other order that may be desirable under applicable
law in the United States.
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 16 of 25

FURTHER RESOLVED, that Caroline Barry is appointed as the secretary of each

Company, and, by and through Caroline Barry (the “Designated Representative”), each
Company is hereby authorized, directed, and empowered (i) to execute and verify the Petitions
and all documents ancillary thereto, and to cause each Petition to be filed with the Bankruptcy
Court, such Petition to be filed at such time as the Designated Representative executing such
Petition shall determine and to be in the form approved by the Designated Representative
executing such Petition, with the execution thereof by the Designated Representative being
conclusive evidence of the approval thereof by the Designated Representative; (ii) to make or
cause to be made prior to the execution thereof any modifications to each Petition or such ancillary
documents that, in the judgment of such Designated Representative, may be necessary,
appropriate, or desirable in connection with each of the Company’s bankruptcy case, and (iii) to
review the complete list of creditors of each Company (the “Creditor Matrix”) and to cause the
Creditor Matrix to be filed with the Bankruptcy Court and to execute and file a declaration in
support of such Creditor Matrix, which shall be filed at such time as the Designated Representative
shall determine and to be in the form approved by the Designated Representative executing such
Creditor Matrix, with the execution thereof by the Designated Representative being conclusive
evidence of the approval thereof by the Designated Representative.

FURTHER RESOLVED, that subject to and contingent upon the filing of each Petition,
pursuant to the organizational documents of each Company and applicable state laws, each officer
of such Company will be, and hereby is, effective immediately following the filing, if any, of a
Petition by Company, terminated and removed as an officer such Company.

FURTHER RESOLVED, that the Designated Representative is hereby authorized,

directed, and empowered from time to time, until the termination of such Designated
Representative as set forth herein, to take such actions and execute and deliver such documents as
may be required or as the Designated Representative may determine to be necessary, appropriate,
or desirable to carry out the intent and purpose of the foregoing resolutions or to obtain the relief
sought thereby, including without limitation the execution and delivery of any petitions, schedules,
lists, applications, declarations, affidavits, and other papers or documents, with all such actions to
be taken in such manner, and all such petitions, schedules, lists, motions, applications,
declarations, affidavits, and other papers or documents to be executed and delivered in such form
as the Designated Representative taking or executing the same shall approve, the taking or
execution thereof by such Designated Representative being conclusive evidence of the approval
thereof by the Designated Representative.

FURTHER RESOLVED, that all acts and deeds previously performed by the Designated
Representative prior to the adoption of the foregoing recitals and resolutions that are within the
authority conferred by the foregoing recitals and resolutions, are hereby ratified, confirmed,
adopted and approved in all respects as the authorized acts and deeds of each Company; and

FURTHER RESOLVED, that each Company is authorized, empowered and directed to

employ the law firm of Greenberg Traurig, LLP, as general bankruptcy counsel to represent and
assist each Company in preparing and filing the Petition and related forms, schedules, lists,
statements and other papers or documents.

There being no further business, the meeting was adjourned.

Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 17 of 25

/s/ Caroline Barry

Caroline Barry,
Secretary
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 18 of 25

EXHIBIT A

• Outfox Hospitality MidCo LLC, a Delaware limited liability company

• Doms Market HoldCo Inc., a Delaware corporation

• Doms Market LLC, a Delaware limited liability company

• Foxtrot Ventures, Incorporated, a Delaware corporation

• Foxtrot Retail Incorporated, an Illinois corporation

• Foxtrot Holdings Texas, Incorporated, a Texas corporation

• Foxtrot Intermediate Texas, Incorporated, a Texas corporation

• Foxtrot Retail Texas, Incorporated, a Texas corporation

• Foxtrot Retail DC, LLC, a Washington D.C. limited liability company

• Foxtrot Retail Florida, LLC, a Florida limited liability company

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 19 of 25

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 7

DOMS MARKET LLC Case No. 24-_______ (__)

Debtor. EIN: 84-1747198

In re: Chapter 7

DOMS MARKET HOLDCO INC. Case No. 24-_______ (__)

Debtor. EIN: 84-4499666

In re: Chapter 7

FOXTROT HOLDINGS TEXAS, Case No. 24-_______ (__)

INCORPORATED
Debtor. EIN: 83-3831903

In re: Chapter 7

FOXTROT INTERMEDIATE TEXAS, Case No. 24-_______ (__)

INCORPORATED
EIN: 83-3803695
Debtor.

In re: Chapter 7

FOXTROT RETAIL INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-1628447

In re: Chapter 7

FOXTROT RETAIL DC, LLC Case No. 24-_______ (__)

Debtor. EIN: 84-2583091

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 20 of 25

In re: Chapter 7

FOXTROT RETAIL FLORIDA, LLC Case No. 24-_______ (__)

Debtor. EIN: 88-3527444

In re: Chapter 7

FOXTROT RETAIL TEXAS, INCORPORATED Case No. 24-_______ (__)

Debtor.
EIN: 83-3777582
In re: Chapter 7

FOXTROT VENTURES, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 46-2928250

In re: Chapter 7

OUTFOX HOSPITALITY LLC Case No. 24-_______ (__)

Debtor. EIN: 93-4442547

In re : Chapter 7

OUTFOX HOSPITALITY MIDCO LLC Case No. 24-_______ (__)

Debtor. EIN: N/A

CONSOLIDATED CORPORATE OWNERSHIP STATEMENT

AND LIST OF EQUITY INTEREST HOLDERS

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the

following are corporations (as the term is defined in 11 U.S.C. § 101(9)), other than a governmental

unit, that directly or indirectly own 10% or more of any class of any of the above-listed debtors

(collectively, the “Debtors”) of these chapter 11 cases.

2
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 21 of 25

1. The following entities own 10% or more of any class of membership interests of

Debtor Outfox Hospitality LLC:

DKM HoldCo LLC

FT Holdings, LLC

D1 Master Holdco 1 LLC

Doms Market CA LLC

2. Debtor Outfox Hospitality LLC owns 100% of the membership interest of Debtor

Outfox Hospitality Midco LLC

3. Debtor Outfox Hospitality Midco LLC owns 100% of the stock of each of Debtor

Doms Market Holdco Inc. and Debtor Foxtrot Ventures, Incorporated.

4. Debtor Doms Market Holdco Inc. owns 100% of the stock of Debtor Doms

Market LLC.

5. Debtor Foxtrot Ventures, Incorporated owns 100% of the stock, membership, or

other equity interests in each of the following Debtors:

Foxtrot Retail Incorporated

Foxtrot Holdings Texas, Incorporated
Foxtrot Retail DC, LLC
Foxtrot Retail Florida, LLC

6. Debtor Foxtrot Holdings Texas, Incorporated owns 100% of the stock in Debtor

Foxtrot Intermediate Texas, Incorporated.

7. Debtor Foxtrot Intermediate Texas, Incorporated owns 100% of the stock in

Debtor Foxtrot Retail Texas, Incorporated.

3
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 22 of 25

Fill in this information to identify the case and this filing:

Outfox Hospitality Midco LLC

Debtor Name __________________________________________________________________
DE
United States Bankruptcy Court for the: ______________________ District of __________
(State)
Case number (If known): _________________________

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

‰ Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

‰ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

‰ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

‰ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

‰ Schedule H: Codebtors (Official Form 206H)

‰ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

‰ Amended Schedule ____

‰ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

‰
; Consolidated Corporate Ownership Statement and List of Equity Holders; Creditor Matrix
Other document that requires a declaration__________________________________________________________________________________

I declare under penalty of perjury that the foregoing is true and correct.

05/14/2024
Executed on ______________ 8 /s/ Caroline Barry
_________________________________________________________________________
MM / DD / YYYY Signature of individual signing on behalf of debtor

Caroline Barry
________________________________________________________________________
Printed name

Secretary, Treasurer, and Designated Representative

______________________________________
Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 23 of 25
B2030 (Form 2030) (12/15)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 7

DOMS MARKET LLC Case No. 24-_______ (__)

Debtor. EIN: 84-1747198

In re: Chapter 7

DOMS MARKET HOLDCO INC. Case No. 24-_______ (__)

Debtor. EIN: 84-4499666

In re: Chapter 7

FOXTROT HOLDINGS TEXAS, Case No. 24-_______ (__)

INCORPORATED
Debtor. EIN: 83-3831903

In re: Chapter 7

FOXTROT INTERMEDIATE TEXAS, Case No. 24-_______ (__)

INCORPORATED
EIN: 83-3803695
Debtor.

In re: Chapter 7

FOXTROT RETAIL INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-1628447

In re: Chapter 7

FOXTROT RETAIL DC, LLC Case No. 24-_______ (__)

Debtor. EIN: 84-2583091

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 24 of 25
B2030 (Form 2030) (12/15)

In re: Chapter 7

FOXTROT RETAIL FLORIDA, LLC Case No. 24-_______ (__)

Debtor. EIN: 88-3527444

In re: Chapter 7

FOXTROT RETAIL TEXAS, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 83-3777582

In re: Chapter 7

FOXTROT VENTURES, INCORPORATED Case No. 24-_______ (__)

Debtor. EIN: 46-2928250

In re: Chapter 7

OUTFOX HOSPITALITY LLC Case No. 24-_______ (__)

Debtor. EIN: 93-4442547

In re : Chapter 7

OUTFOX HOSPITALITY MIDCO LLC Case No. 24-_______ (__)

Debtor. EIN: N/A

DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR

1. Pursuant to 11 U.S.C. § 329(a) and Fed. R. Bankr. P. 2016(b), I certify that I am the
attorney for the above-named debtor(s) and that compensation paid to me within one year
before the filing of the petition in bankruptcy, or agreed to be paid to me, for services
rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection
with the bankruptcy case is as follows:

For legal services, I have agreed to accept $425,000.00

Prior to the filing of this statement I have received $425,000.00

 Case 24-11009-TMH Doc 1 Filed 05/14/24 Page 25 of 25
B2030 (Form 2030) (12/15)

Balance Due $ 0.00

2. The source of the compensation paid to me was:

☒ Debtor ☐ Other (specify)

3. The source of compensation paid to me is:

☒ Debtor ☐ Other (specify)

4. ☒ I have not agreed to share the above-disclosed compensation with any other person
unless they are members and associates of my law firm.

☐ I have agreed to share the above-disclosed compensation with another person or

persons who are not members or associates of my law firm. A copy of the agreement,
together with a list of the names of people sharing in the compensation, is attached.

5. In return for the above-disclosed fee, I have agreed to render legal service as follows:

a. Analysis of the debtor’s financial situation, and rendering advice to the debtor
in determining whether to file a petition for bankruptcy;
b. Preparation and filing of any petition, schedules, and statements of affairs;
and
c. Representation of the debtor at the meeting of creditors and any adjourned
hearings thereof.

6. By agreement with the debtor(s), the above-disclosed fee does not include the
following services:

a. Representation of the debtor in adversary proceedings and other contested

bankruptcy matters.

CERTIFICATION

I certify that the foregoing is a complete statement of any agreement or arrangement for
payment to me for representation of the debtor(s) in this bankruptcy proceeding.

05/14/2024 /s/ Dennis A. Meloro

Date Signature of Attorney

Greenberg Traurig, LLP

Name of law firm