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TSAWD Holdings, Inc., Et Al.,1 Debtors. Chapter 11

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TSAWD Holdings, Inc., Et Al.,1 Debtors. Chapter 11 Case 16-10527-MFW Doc 3050 Filed 10/05/16 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 TSAWD Holdings, Inc., et al.,1 Case No. 16-10527 (MFW) Debtors. (Jointly Administered) Objection Deadline: October 13, 2016 at 4:00 p.m. (ET) Hearing Date: October 24, 2016 at 11:30 a.m. (ET) NOTICE OF PROPOSED LEASE ASSIGNMENT PLEASE TAKE NOTICE OF THE FOLLOWING: 1. On March 2, 2016, the affiliated debtors and debtors in possession in the above-captioned cases (each a “Debtor,” and collectively, the “Debtors”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) the Motion, Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Fed. R. Bankr. P. 2002, 6003, 6004, 6006, 9007, 9008 and 9014 and Del. Bankr. L.R. 2002-1, 6004-1 and 9006-1, for Entry of (I) an Order (A) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors’ Assets, (B) Scheduling an Auction for and Hearing to Approve Sale of Assets, (C) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (D) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (E) Approving Form and Manner of Notice Thereof, and (F) Granting Related Relief, and (II) an Order Authorizing and Approving (A) the Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests, (B) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Related Relief [D.I. 106]. 2. On April 14, 2016, the Bankruptcy Court entered the Order (A) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors’ Assets, (B) Scheduling an Auction for and Hearing to Approve Sale of Assets, (C) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (D) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (E) Approving Form and Manner of Notice Thereof, and (F) Granting Related Relief [D.I. 1186]. 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSAWD Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); TSAWD, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above- captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110. The Debtors were formerly known as: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). Case 16-10527-MFW Doc 3050 Filed 10/05/16 Page 2 of 6 3. On May 16, 2016, the Debtors commenced the main auction for certain of the Debtors’ assets and, subsequent thereto, filed that certain Notice of Adjourned Main Auction [D.I. 942], whereby the Debtors advised the Court and all interested parties that the main auction for certain of the Debtors’ assets was adjourned until June 29, 2016 at 10:00 a.m. 4. On June 29, 2016, the Debtors conducted the adjourned main auction and determined that the highest or otherwise best offer for the designation rights (the “Designation Rights”) with respect to certain lease(s) of non-residential real property (the “Leases”) and any executory contracts of the Debtors that are primarily related to the Leases (the “Potential Assigned Agreements”) was made by Dick’s Sporting Goods, Inc. (together with any affiliated designee, the “Buyers”). 5. On June 30, 2016, the Debtors filed that certain Notice of Successful Bids and Next Highest Bids for Certain Main Auction Assets Subject to Adjourned Main Auction [D.I. 2357] and on July 6, 2016, the Debtors filed that certain Notice Regarding Successful Bid Submitted by Dick’s Sporting Goods, Inc. [D.I. 2404], thereby clarifying that the bid put forth by the Buyers as it pertained to the Leases and Potential Assigned Agreements was a designation rights bid. 6. On July 15, 2016, the Court conducted a sale hearing (the “Sale Hearing”) and on July 19, 2016 entered the Corrected Order, Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, (I) Approving Sale of All Acquired Assets and (II) Granting Related Relief [D.I. 2552] (the “Approval Order”)2, approving entry into an Asset Purchase Agreement related to the designation rights for the Leases and the Potential Assigned Agreements (the “Designation Rights Agreement”). 7. During the Designation Rights Period, the Buyers may designate any Leases and Potential Assigned Agreements for assumption and assignment by an assignee (each, an “Assignee”) in accordance with the terms of the Designation Rights Agreement. 8. The Debtors hereby provide notice that, pursuant to the Designation Rights Agreement and the Approval Order, the Lease(s) identified on Schedule A hereto (each, a “Designated Lease”) and Potential Assigned Agreement(s) (the “Designated Agreements”) have been designated for assumption and assignment to the Assignee(s) listed thereon in accordance with the terms of the lease assignment agreement attached as an exhibit to the Assignment Order (as defined below). The Debtors also hereby provide notice of the proposed form of order(s) (the “Assignment Orders”) that shall be presented to the Bankruptcy Court in respect of such assumption and assignment(s). 9. If any party (including but not limited to the applicable Landlord(s)) objects to the proposed assumption, assignment and/or transfer of the Designated Lease(s) or Designated Agreement(s) to any Assignee or the form of Assignment Order(s) (an “Assumption and Assignment Objection”), such party must file with the Bankruptcy Court and serve on 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Approval Order. 2 Case 16-10527-MFW Doc 3050 Filed 10/05/16 Page 3 of 6 counsel for the Debtors and the Buyers an Assumption and Assignment Objection that shall: (i) be in writing; (ii) state with specificity the nature of such objection; and (iii) be filed with the Bankruptcy Court and properly served on counsel for the Debtors and the Buyers so as to be received no later than 4:00 p.m. (ET) on October 13, 2016 (the “Assumption and Assignment Objection Deadline”). If no Assumption and Assignment Objection is filed by the Assumption and Assignment Objection Deadline, the Debtors shall file with the Court a certificate of no objection with a proposed order authorizing the assumption and assignment of the applicable Designated Lease(s) and/or Designated Agreement(s). 10. In the event that an Assumption and Assignment Objection is filed and properly served by the Assumption and Assignment Objection Deadline, a hearing shall take place on October 24, 2016 at 11:30 a.m. (ET) (the “Assumption and Assignment Hearing”). The Assumption and Assignment Hearing may be adjourned by the Debtors from time to time without further notice to creditors or other parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Assumption and Assignment Hearing or by filing a notice, which may be a hearing agenda, stating the adjournment, on the docket of the Debtors’ chapter 11 cases. 11. At the Assumption and Assignment Hearing, the Debtors may seek Bankruptcy Court approval of the assumption and assignment to any Assignee of the Designated Lease(s) and/or Designated Agreement(s). The Debtors and their estates reserve any and all rights with respect to any Designated Lease or Designated Agreement that is not ultimately assigned to the Assignee. 12. Any Landlord who fails to timely file and properly serve an Assumption and Assignment Objection as provided herein will be deemed to have consented to the assumption, assignment and/or transfer of such Designated Lease or Designated Agreement (including the transfer of any related rights and benefits thereunder) to the relevant Assignee and shall be forever barred and estopped from asserting or claiming against the Debtors or the Assignee that any other conditions to assumption, assignment, and/or transfer must be satisfied under such Designated Lease(s) or Designated Agreement(s), or that any related right or benefit under such Designated Lease(s) or Designated Agreement(s) cannot or will not be available to the relevant Assignee. 3 Case 16-10527-MFW Doc 3050 Filed 10/05/16 Page 4 of 6 Dated: October 5, 2016 Wilmington, Delaware /s/ Andrew L. Magaziner Michael R. Nestor (No. 3526) Kenneth J. Enos (No. 4454) Andrew L. Magaziner (No. 5426) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 [email protected] [email protected] [email protected] -and- Robert A. Klyman (CA No. 142723) Matthew J. Williams (NY No. 3019106) Keith R. Martorana (NY No. 4576971) Jeremy L. Graves (CO No. 45522) Sabina Jacobs (CA No. 274829) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Telephone: (213) 229-7000 Facsimile: (213) 229-7520 [email protected] [email protected] [email protected] [email protected] Counsel to the Debtors and Debtors in Possession 4 Case 16-10527-MFW Doc 3050 Filed 10/05/16 Page 5 of 6 SCHEDULE A Designated Lease Store Property Location Assignee No. 425 2955 Cobb Parkway, Suite 310, Atlanta, GA 30339 Dick’s Sporting Goods, Inc. Designated Agreements Related Agreement Assignee Store No. 425 Cobb County Building and Fire Certificate of Occupancy, No.
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