The ruling arrived last Thursday afternoon in Denver. Judge Michael Romero’s 15-page order grants the trustee’s motion to approve the settlement with American Cricket Enterprises, grants the associated bankruptcy financing motion, and closes out the objection period that had defined the case since April. But the substance of the order is not in the operative paragraphs at the end. It is in the analytical middle — where Romero, in language cricket administrators around the world will read carefully, describes what trustee Mark Dennis did and did not do in reaching the settlement, and approves the deal in language that documents the narrowness by which it cleared the required legal standard.
How the case got here
In 2019, USA Cricket signed a 50-year commercial licence with ACE, the private company that has since built and operates Major League Cricket. The licence — the “Binding Term Sheet” — gave ACE exclusive rights to the commercial exploitation of cricket in the US, and imposed obligations on ACE to build six stadiums and a high-performance training centre and to make minimum guaranteed payments funding USAC’s operations and national teams.
The relationship deteriorated over the years that followed. USAC’s board raised concerns about ACE’s performance; breach notices and disputed settlement attempts followed. In August 2025, USAC attempted to terminate the term sheet. ACE responded with a $150 million breach-of-contract claim in arbitration and a Colorado state court injunction motion to block the termination. On October 1, 2025 — hours before the state court was to hear ACE’s motion — USAC filed for Chapter 11 bankruptcy. The filing paused the litigation but left USAC’s board deadlocked. The ICC suspended USAC’s membership. In early 2026, on ACE’s motion, the court replaced USAC’s board with a court-appointed trustee, Mark Dennis of accounting firm SL Biggs.
In April, Dennis proposed a settlement with ACE. Under it, ACE would withdraw its $150 million claim, provide $340,000 to fund creditor payments, provide $480,000 in interest-free bankruptcy financing, and commit to an exit facility funding USAC through the end of 2026. In exchange, USAC would drop its termination of the term sheet, keep the commercial licence in place, and commit to negotiating a long-form successor agreement post-bankruptcy. Five parties objected — the National Cricket League (NCL), an entity chaired by businessman Arun Agarwal that had put forward a competing financing proposal; three directors from the suspended USAC board (Venu Pisike, Anj Balusu, and Srini Salver); and Sesha Kalapatapu, USAC’s former general counsel, filing as a creditor. An evidentiary hearing was held on May 18, at which Dennis and ACE CEO Johnny Grave testified (the latter in retrospect likely being the turning point of the case). Closing arguments followed on May 26. Six weeks later, Romero ruled.
A granted order that reads like a warning
US bankruptcy courts approving settlements ask whether the trustee acted reasonably — not whether the trustee made the best possible decision. Trustees are entitled to significant deference. But that deference has limits, and the ruling opens by laying out those limits in a passage that will be quoted from this case for a long time. “The proverbial bar the trustee must clear to obtain approval of a settlement agreement,” Romero wrote, “is barely above the floor. In this instance, the trustee barely managed to limp over it.”
The paragraphs that follow explain why. “It is clear the trustee did the absolute minimum when assessing whether the settlement with ACE is fair, equitable, and in the best interests of the estate,” the order states. On the search for alternative financing: Dennis “initially only considered obtaining post-petition financing from the ICC and ACE”; his conversations with the ICC were “brief” and he “did not believe they would be fruitful”; after the ICC declined and ACE agreed, “the trustee made no further effort to find prospective financers.” In possibly the most damning indictment of the Trustee’s performance, Romero said that Dennis “believed the best way to obtain competing offers was to file the Settlement Motion and see what proposals fell into his lap.”
On the substantive investigation of the underlying dispute, the order is no gentler. Dennis, the court found, “did little due diligence in investigating the merits of ACE’s claims and the debtor’s affirmative defense thereto” and “did not undertake an in-depth evaluation of ACE’s claims or the debtor’s defenses because the proposed settlement resolves those issues.”
The order accepts, at the end, that Dennis’s efforts show “at least rudimentary due diligence” — enough to clear the low bar the standard requires. But the fact that this finding required an entire section of a granted order to reach, and that the court paused first to lay out in specific terms what Dennis did not do, is itself notable. The order is a warning shot at the trustee’s process even as it validates his outcome.
Approval by inches
Bankruptcy courts weighing settlements consider four questions: how likely the debtor is to succeed if the underlying dispute goes to trial, how difficult any judgment would be to collect, how expensive and complex the litigation would be, and what serves the interests of creditors. The court’s analysis on each factor came out in favour of approval — but by increasingly narrow margins.
On the probability of USAC succeeding in litigation against ACE, the court accepted Dennis’s characterisation that the outcome was uncertain and that unsuccessful litigation could expose the estate to a substantial claim. This factor “weighs in favor of approval.” The collection factor was neutral, since USAC is settling claims against it rather than trying to collect on judgments. On the complexity and expense of litigation, the court agreed with the trustee: litigating against ACE would be “costly and time-consuming,” would likely require expert testimony, and would involve questions — including what “commercially reasonable efforts” means — that are not “clear cut.”
The most striking of the four analyses concerned creditors. The court laid out, in numbers, what the settlement actually delivers to the parties it is nominally meant to compensate. Trustee counsel from the Denver firm Davis Graham & Stubbs is “expected to request over $200,000” in fees. USAC’s own bankruptcy counsel has requested $58,878.50. Former USAC CEO Jonathan Atkeison has an $82,000 administrative claim pending. USAC’s corporate counsel has yet to file a fee application. “While it’s unlikely unsecured creditors will receive any portion of the $340,000.00 contemplated in the settlement,” the order acknowledges, “the Court is cognizant that, without the settlement, the case will likely be dismissed or converted, resulting in all creditors receiving nothing.” The factor weighs “ever so slightly in favor of approval” — not because the settlement is good for creditors, but because the alternative is worse.
Gathering the analysis together, the order concludes: “All of the relevant factors weigh in favor of approving the settlement, albeit barely.”
The back-door plan argument
The most substantive legal objection to the settlement was NCL’s argument that Dennis was using a settlement to short-circuit the formal reorganisation process — locking in the commercial architecture and financing arrangements of a reorganisation before creditors ever had the opportunity to vote on them. In bankruptcy law, this is called a sub rosa plan, and it is prohibited.
The court rejected the argument. The settlement, Romero found, does not dictate all the terms of a future reorganisation plan; other important issues — including reconstituting the USAC board and dealing with an over-$100,000 secured claim — remain to be resolved. It does not restrict creditors’ rights to vote on any plan that is filed. It disposes of only some of the estate’s assets, not all of them. And it does not force creditors other than ACE to waive claims. Settlements that resolve central issues but leave others open, the court held, are permitted.
The ruling also notes, in a footnote, that because the period during which only USAC can propose a reorganisation plan has expired, other parties are formally free to propose competing plans. Whether NCL, the objecting board members, or Kalapatapu will attempt to do so is now one of the case’s open questions.
What the court didn’t decide
Throughout the case, ACE and the trustee have argued that the objecting parties don’t have standing to object at all. NCL is not a creditor in the ordinary sense — it purchased claims from other creditors after filing its objection, but it never formally documented that purchase on the court’s record. Pisike filed his own claim late, only after the court raised the question of his standing. Kalapatapu’s law firm is listed as a creditor, but Kalapatapu personally may or may not be. Suspended USAC directors’ standing to object is questionable regardless.
The court declined to decide any of these questions. “Despite the open questions about standing,” the ruling states, “the Court, out of an abundance of caution, allowed the Objecting Parties to participate.” Because the merits questions come out in favour of approval anyway, standing can remain open. But the questions do remain open — including for plan confirmation, where similar objections may be filed.
In a passage that will be read carefully by all parties, the court also settled — for now — the status of the objecting directors. “Although the Objecting Board Members refer to themselves as ‘former board members,'” Romero wrote, “the Trustee stated at a prior hearing that the board has not been formally dissolved and a new board will not be appointed until a plan is confirmed. Therefore, the objecting board members are legally current board members.”
What happens next
The order clears the immediate obstacles. The $340,000 settlement payment can flow into escrow. ACE’s $150 million claim will be withdrawn. The mutual releases can take effect. The $480,000 in bankruptcy financing — interest-free, unsecured — can be drawn on to fund the estate. The exit facility can be arranged to sustain USA Cricket through the end of 2026.
More substantively, the trustee can now move forward on the two things the settlement was designed to enable. The first is reconstituting the USAC board — a new independent board, followed by player representatives and other constituencies, to be identified in connection with the reorganisation plan. The second is engaging with the ICC on reinstatement. The settlement requires the parties, post-emergence, to negotiate a long-form successor agreement to the term sheet — one that will “address the concerns and comments raised by ICC to ACE prepetition.” Those concerns were documented in the ICC’s own 2022 clause-by-clause review of an earlier draft long-form agreement — a document cricexec reported on in an earlier piece in this series, and one that identifies specific structural problems with the arrangement between USAC and ACE that the ICC said would need to be resolved before it would consider the arrangement acceptable.
The ICC’s role now becomes central in a different way. The settlement commits USA Cricket to a long-form agreement whose terms must be “consistent with the economic and structural terms” of the existing term sheet. The ICC’s 2022 comments identified provisions in that structure that, in the ICC’s view, conflicted with USAC’s obligations as an ICC member. Whether the ICC now presses those documented positions in the post-emergence negotiation, or treats them as historical opening positions, will shape what US cricket’s commercial architecture actually looks like when USAC emerges from bankruptcy.
What the ruling means
Three things are worth noting about how the ruling positions the case going forward.
First, the trustee has won on the narrow legal question but not on the broader institutional one. The legal standard is reasonableness, and Dennis’s process cleared that bar. But the ruling documents, in the court’s own findings, that the process was thin. The trustee has the legal victory he needed. The objectors have, in the court’s own language, public documentation of the concerns they raised. In the ongoing work of plan confirmation, board reconstitution, and long-form negotiation, that documentation is now part of the record.
Second, the ruling makes clear what a US bankruptcy court can and cannot do in a case whose underlying dispute is a commercial contract dispute between a sport’s governing body and its commercial partner. “While the settlement is far from ideal,” the order acknowledges, “it need not be the best the Debtor could obtain. Rather, the settlement simply must not fall below the lowest point of reasonableness.” The bankruptcy court has evaluated whether the trustee acted reasonably. It has not evaluated whether the contract itself is good governance for a national sports federation, whether the exclusivity granted to ACE is compatible with US antitrust law, or whether the arrangement satisfies the ICC’s own membership requirements. Those questions belong to other forums — the ICC’s reinstatement process, the new USAC board’s long-form negotiation, and potentially other regulators.
Third, the objectors are not procedurally out of the case. Standing questions remain undecided. Objections to plan confirmation remain available. Alternative reorganisation plans can be proposed. Whether the objecting board members, NCL, or Kalapatapu choose to continue their arguments through the next phase is now the question the case turns on. The ruling clears the settlement. It does not clear the field.
The USA Cricket bankruptcy case now enters its plan-confirmation phase — with a settlement approved and, in the court’s own words, documented concerns about how it was reached. The next stages will determine whether the settlement Romero approved by inches produces the reorganisation it was designed to enable — and whether the arrangement between USA Cricket and its commercial partner, reaffirmed by this ruling, is one the ICC will accept when USAC comes forward asking to be reinstated as a member of the global game.
