Case 1-18-45284-nhl Doc 471 Filed 12/21/20 Entered 12/21/20 15:06:15 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK In re: Chapter 11 SEASONS CORPORATE LLC, et al., Case No. 18-45284 (nhl) Debtors.1 Jointly Administered ORDER CONFIRMING DEBTORS’ AND COMMITTEE’S JOINT PLAN OF LIQUIDATION The Debtors and the Official Committee of Unsecured Creditors (the “Committee”) having filed a Joint Plan of Liquidation, dated August 17, 2020 (ECF #417), together with an accompanying Disclosure Statement of even date (ECF #418); and the Debtors and the Committee having thereafter filed an Amended Joint Plan of Liquidation, dated October 30, 2020 (the “Plan”) (ECF #438), together with an accompanying Amended Disclosure Statement of even date (the “Disclosure Statement”) (ECF #437); and the Bankruptcy Court having entered an Order (ECF #440), approving the Disclosure Statement and scheduling a telephonic hearing to consider confirmation of the Plan on December 8, 2020 (the “Confirmation Hearing”); and the Plan and Disclosure Statement having been transmitted to all creditors and other parties-in- interest as evidenced by the affidavit of service on file with the Court (ECF #446); and no objections to confirmation of the Plan having been filed; and the Confirmation Hearing having been held on December 8, 2020, at which appeared Nathan Schwed (Counsel to Debtors), Kevin Nash (Counsel to Creditors Committee), Rachel Wolf (U.S. Trustee), Joel Getzler (Debtors’ 1 The Debtors in these Chapter 11 cases, together with the last four digits of their federal tax identification numbers, are as follows: Blue Gold Equities LLC (7766), Central Avenue Market LLC (7961), Am sterdam Avenue Market LLC (7988), Wilmot Road Market LLC (8020), Seasons Express Inwood LLC (1703), Sea sons Lakewood LLC (0295), Seasons Maryland LLC (1895), Seasons Clifton LLC (3331), Seasons Cleveland LLC (7367), Lawrence Supermarket LLC (8258), Upper West Side Supermarket LLC (8895), Seasons Property Management LLC (2672) and Seasons Corporate LLC (2266) (collectively the “Debtors”). 1 Case 1-18-45284-nhl Doc 471 Filed 12/21/20 Entered 12/21/20 15:06:15 Chief Restructuring Officer), Herbert Weil (Financial Advisor), and Lawrence J. Kotler (Counsel to BankUnited, NA); and the Court having considered the Declaration of Joel Getzler in Support of Confirmation of the Plan, dated December 4, 2020, and the Schedule of Proposed Unsecured Claims annexed thereto (the “Distribution Schedule”) (ECF #455), the Supplemental Declaration of Joel Getzler in Support of Confirmation of the Plan, dated December 7, 2020 (ECF #457), and the Certification as to Balloting (ECF #453) (the “Certification of Balloting”); and, based upon the proffer made by the Committee’s counsel, Kevin J. Nash, and the record compiled at the Confirmation Hearing, the Bankruptcy Court makes the following Findings of Fact and Conclusions of Law in support of Confirmation of the Plan: A. The Bankruptcy Court has jurisdiction over the Debtors’ bankruptcy cases pursuant to 28 U.S.C. §§ 157(a) and 1334(a). Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L). B. Due and proper notice of the Confirmation Hearing has been given to all known creditors and other-parties-in-interest in accordance with the procedures established by the Court. C. The sole impaired class—Class II General Unsecured Claims—has overwhelmingly voted to accept the Plan, as set forth in the Certification of Balloting. D. The Plan contemplates adequate means for its execution and implementation based upon the distribution of the net sale proceeds generated from the sale of the Debtors’ supermarkets (previously approved by the Court) in accordance with bankruptcy priorities. E. The Plan complies with the applicable provisions of the Bankruptcy Code and has been promulgated in good faith and not by any means forbidden by law. 2 Case 1-18-45284-nhl Doc 471 Filed 12/21/20 Entered 12/21/20 15:06:15 F. As required by Section 1129(a)(4) of the Bankruptcy Code, any payment made or to be made by the Debtors for professional fees are subject to the approval by the Court as being reasonable. G. The Debtors have disclosed the identity of the Debtors’ counsel as Disbursing Agent. H. The Plan provides for treatment of the Allowed Administrative Claims pursuant to Sections 507(a) of the Bankruptcy Code in accordance with Section 1129(a)(9) of the Bankruptcy Code. I. The Plan is feasible based upon the availability sufficient funds to pay all allowed claims in full with applicable interest. J. All fees payable pursuant to 28 U.S.C. § 1930, and any interest payable thereon, shall be paid by the Debtors until the cases are closed and entry of a final decree. K. Finding that the Plan is confirmable based upon, inter alia, all of the foregoing Findings of Fact and Conclusions of Law. IT IS HEREBY ORDERED AND DIRECTED that: 1. The Plan be, and the same is, hereby confirmed in accordance with Section 1129(a) of the Bankruptcy Code. 2. The Debtors’ counsel shall perform the duties of the Disbursing Agent in accordance with the terms of the Plan and is hereby authorized to make all distributions to the holders of allowed claims, administrative expenses and UST fees. 3. Pursuant to Section 1141(a) of the Bankruptcy Code, except as provided in Section 1141(d)(3), the Plan shall be binding upon the Debtors, all holders of Claims against and 3 Case 1-18-45284-nhl Doc 471 Filed 12/21/20 Entered 12/21/20 15:06:15 Equity Interests in the Debtors and any other party-in-interest, together with their respective successors and assigns. 4. Except as otherwise provided in the Plan or the Confirmation Order, all Persons who have held, hold or may hold Claims against or Interests in the Debtors are, with respect to any such Claims or Interests, permanently enjoined after the Effective Date from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against or affecting the Debtors or any of their property; (ii) enforcing, levying, attaching (including, without limitation, any pre-judgment attachment), collecting or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree or Order against the Debtors or any of their property; and (iii) creating, perfecting or otherwise enforcing in any manner, directly, or indirectly any encumbrance of any kind against the Debtors their property provided, however, that nothing contained herein shall preclude such Persons from exercising their rights, or obtaining benefits, pursuant to and consistent with the terms of the Plan. 5. The Debtors’ and the Committee’s professionals shall, within 30 days, file final applications seeking awards of professional compensation which shall be the subject of a separate order of this Court and shall be paid in accordance thereunder. 6. To the extent of any inconsistency between the terms of the Plan and this Confirmation Order, the terms of this Confirmation Order shall govern. 7. Pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c), the Claims Agent shall file and serve notice of entry of this Confirmation Order (the “Notice of Confirmation 4 Case 1-18-45284-nhl Doc 471 Filed 12/21/20 Entered 12/21/20 15:06:15 Order and Effective Date”) on all creditors and interest holders, the U.S. Trustee, and all other parties in interest entitled to receive notice in this Chapter 11 case. 8. Any stay of this Confirmation Order provided by any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 3020(e)) is hereby waived, and this Confirmation Order shall be effective and enforceable immediately after its entry by the Bankruptcy Court. ____________________________ Dated: December 21, 2020 Nancy Hershey Lord Brooklyn, New York United States Bankruptcy Judge 5 Case 1-18-45284-nhl Doc 471-1 Filed 12/21/20 Entered 12/21/20 15:06:15 Information to identify the case: Debtor Seasons Corporate EIN 47−5662266 Name United States Bankruptcy Court Eastern District of New York Date case filed for chapter 11 9/16/18 Case number: 1−18−45284−nhl NOTICE OF ENTRY OF ORDER CONFIRMING CHAPTER 11 PLAN OF REORGANIZATION NOTICE IS HEREBY GIVEN THAT: In accordance with Bankruptcy Rule 2002, an order was signed on 12/21/20 confirming the debtor's Chapter 11 Plan of Reorganization. The Order Confirming the Plan of Reorganization is on file and available for inspection in the Clerk's Office at: 271−C Cadman Plaza East, Suite 1595 Brooklyn, NY 11201−1800 Dated: December 21, 2020 For the Court, Robert A. Gavin, Jr., Clerk of Court BLeoc1.jsp [Notice Confirming Chapter 11 Plan rev. 02/01/17] Case 1-18-45284-nhl Doc 471-2 Filed 12/21/20 Entered 12/21/20 15:06:15 Notice Recipients District/Off: 0207−1 User: vanderson Date Created: 12/21/2020 Case: 1−18−45284−nhl Form ID: 225 Total: 704 Recipients submitted to the BNC (Bankruptcy Noticing Center) without an address: 9358062 Bais Medrash Ateres Yisra 9358083 Best Bites Dist. Inc 9358108 Bubby Bailee s 9358124 Centerpieces and More 9358133 Chill Snacks 9358134 Chipco Snacks Inc 9368054 Counsel for BofI Federal Bank 9358171 Culinary Depot 9358176 Daddy Delish/Chris Libert 9358203 Elephant Distributors 9358207 Essence Tea 9358217 Fiber Gourmet Inc 9358246 Gene Wilk 9358286 Holly Sales and Service 9358314 James Hazar 9358324 John Weber 9358325 Josh s Original Pizza Cor 9358326 Just Snake It 9358333 Kehilas Ishei Yisrael 9358345 Klestadt Winters Jureller Southard Stevens 9358347 Kosher Club Sales 9358360 L.C.