In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division
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Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 1 of 29 Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192 David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ) NOTICE OF FILING OF REVISED PROPOSED ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASE PLEASE TAKE NOTICE that on December 11, 2020, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Notice of Assumption and Assignment of Unexpired Lease [Docket No. 662] (the “Notice”) with the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”), which Notice includes a proposed form of order. PLEASE TAKE FURTHER NOTICE that the Debtors are hereby filing a revised proposed Order Approving the Assumption and Assignment of Certain Unexpired Lease (the “Revised Proposed Order”), which is attached hereto as Exhibit A. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief entered August 3, 2020 [Docket No. 72]. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 2 of 29 PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a redline of the Revised Proposed Order as compared to the original proposed form of order. PLEASE TAKE FURTHER NOTICE that the Debtors will appear by remote video on January 28, 2021, at 2:00 p.m. (prevailing Eastern Time) or as soon thereafter as counsel may be heard, before the Honorable Keith L. Phillips, Courtroom 5100, in the United States Bankruptcy Court, 701 East Broad Street, Richmond, Virginia 23219, to seek entry of the Revised Proposed Order. PLEASE TAKE FURTHER NOTICE that copies of the Notice, the Revised Proposed Order, and all other documents filed in these chapter 11 cases are available free of charge by: (a) visiting the Debtors’ restructuring website at https://cases.stretto.com/letote and/or (b) by calling (866) 977-0883 (toll free) or, for international callers, (503) 520-4412 (international). You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.vaeb.uscourts.gov in accordance with the procedures and fees set forth therein. [remainder of page left intentionally blank] 2 Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 3 of 29 Richmond, Virginia Dated: January 28, 2021 /s/ Jeremy S. Williams KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. (admitted pro hac vice) Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 901 East Byrd Street, Suite 1000 Telephone: (212) 446-4800 Richmond, Virginia 23219-4071 Facsimile: (212) 446-4900 Telephone: (804) 644-1700 Email: [email protected] Facsimile: (804) 783-6192 Email: [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP [email protected] KIRKLAND & ELLIS INTERNATIONAL LLP David L. Eaton (admitted pro hac vice) Co-Counsel to the Debtors Jaimie Fedell (admitted pro hac vice) and Debtors in Possession 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected] Co-Counsel to the Debtors and Debtors in Possession 3 Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 4 of 29 Exhibit A Revised Proposed Order Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 5 of 29 Exhibit B Redline of Order Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 6 of 29 Exhibit A Revised Proposed Order Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 7 of 29 Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192 David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) ) ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASE Pursuant to and in accordance with the Order (I) Authorizing and Approving Procedures to Reject or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief [Docket No. 267] (the “Procedures Order”)2 entered in these chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the “Debtors”); and the Debtors 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/letote/. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. 2 Capitalized terms used but not defined herein shall have their meanings ascribed to them in the Procedures Order or the Assumption Notice (as defined herein), as applicable. Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 8 of 29 having properly filed with this Court a notice (the “Assumption Notice”) [Doc. No. 662] of their intent to assume and assign the Lease (defined below); and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District Court for the Eastern District of Virginia, dated August 15, 1984; and the Debtors having served the Assumption Notice on the parties identified on the Certificate of Service thereof [Doc. No. 673 Ex. A-D] and the Supplemental Affidavit of Service [Docket No. 807]; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Assumption Notice and opportunity for a hearing on the Assumption Notice were appropriate under the circumstances and no other notice need be provided; and this Court having determined that the legal and factual bases establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. Subject to the terms of this order (this “Order”), the Debtors are authorized under section 365 of the Bankruptcy Code to assume and assign that certain Master Lease dated July 22, 2015 (the “Master Lease”), by and among Lord & Taylor LLC, as tenant, and certain affiliates of HBS Global Properties LLC, as landlords (collectively, the “Landlords”), related to those certain twenty-four store locations set forth on Schedule 1 attached hereto, together with all amendments and agreements appurtenant to the Master Lease (together with the Master Lease, the “Lease”),3 to LT Propco LLC or its designee (the “Assignee”). 3 For the avoidance of doubt, the (a) Subordination, Non-Disturbance and Attornment Agreement between JPMorgan Chase Bank, National Association, Column Financial, Inc., and Bank of America, N.A., collectively, as Lender, and Lord & Taylor LLC, as Tenant, and (b) letter agreement between Lord & Taylor LLC and 2 Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 9 of 29 2. As adequate assurance of the prompt cure and in full and final satisfaction of the Debtors’ defaults under the Lease pursuant to section 365(b)(1) of the Bankruptcy Code, the Debtors shall be deemed to have assigned to the Landlords their right, pursuant to that certain Asset Purchase Agreement, dated August 27, 2019, by and among HBC US Holdings LLC and HBC US Propco Holdings LLC, as sellers, and Le Tote, Inc., as purchaser, as amended (the “APA”), for Seller (as defined in the APA) to fund certain rent payments with respect to the Lease; provided that nothing in this Order shall release, satisfy, or otherwise impact any obligations of HBC L.P.