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HAHN & HESSEN LLP 488 Madison Avenue New York, New York 10022 Case 8-19-71020-reg Doc 240 Filed 04/15/19 Entered 04/15/19 18:19:56 HAHN & HESSEN LLP 488 Madison Avenue New York, New York 10022 Telephone: (212) 478-7200 Facsimile: (212) 478-7400 Mark T. Power, Esq. Janine M. Figueiredo, Esq. Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK ---------------------------------------------------------------------- X : In re: : Chapter 11 : Décor Holdings, Inc., et al.,1 : Case No. 19-7120 (REG) : Case No. 19-7122 (REG) Debtors. : Case No. 19-7123 (REG) : Case No. 19-7124 (REG) : Case No. 19-7125 (REG) : : Substantively Consolidated ---------------------------------------------------------------------- X NOTICE OF ASSIGNMENT PROCEDURES AND POSSIBLE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION WITH SALE PLEASE TAKE NOTICE OF THE FOLLOWING: 1. On February 12, 2019, 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 Eastern District of New York (the “Bankruptcy Court”) their motion (the “Motion”) for the entry of (A) an order (i) authorizing and approving bid procedures in connection with the sale or disposition (the “Sale”) of substantially all of the Debtors’ assets (the “Assets”) or any portion thereof, (ii) authorizing the Debtors to enter into stalking horse agreements and approving certain customary bid protections for any stalking horse bidder(s) in connection with a Sale transaction, (iii) scheduling an auction (the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Décor Holdings, Inc. (4174); Décor Intermediate Holdings LLC (5414); The Robert Allen Duralee Group, Inc. (8435); The Robert Allen Duralee Group, LLC (1798); and The Robert Allen Duralee Group Furniture, LLC (2835). The corporate headquarters and the mailing address for the Debtors listed above is 49 Wireless Boulevard, Suite 150, Hauppauge, NY 11788. The Debtors also maintain a separate corporate office at 2 Hampshire Street, Suite 300, Foxboro, MA 02035. 872120/001-7090098.1 Case 8-19-71020-reg Doc 240 Filed 04/15/19 Entered 04/15/19 18:19:56 “Auction”), (iv) authorizing and approving the form and manner of notice of the respective date, time and place for the Auction, (v) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases (collectively, the “Assignment Procedures”), and (vii) granting related relief [Docket No. 21]. 2. On March 15, 2019, the Bankruptcy Court entered an order (i) authorizing and approving bid procedures in connection with the Sale of substantially all of the Debtors’ Assets, (ii) authorizing the Debtors to enter into stalking horse agreements and approving certain customary bid protections for any stalking horse bidder(s) in connection with a Sale transaction, (iii) scheduling an Auction, (iv) authorizing and approving the form and manner of notice of the respective date, time and place for the Auction, and (v) granting related relief (the “Bid Procedures Order”) [Docket No. 145]. 3. On April 12, 2019, the Bankruptcy Court entered an order approving the Assignment Procedures and granting related relief (the “Assignment Procedures Order”). 4. On April 12, 2019, the Debtors entered into a stalking horse asset purchase agreement with RADG Holdings, LLC, a Delaware limited liability company (the “Stalking Horse”). Any Non-Debtor Counterparty (as defined below) seeking to review adequate assurance information for the Stalking Horse in accordance with Section 365 of the Bankruptcy Code may request such information by contacting Jeremiah Ledwidge ([email protected]) (212-478-7275). 5. To facilitate the Sale, the Debtors are potentially seeking to assume and assign certain Contracts (the “Assigned Contracts”) to any Successful Bidder, in accordance with the Assignment Procedures provided for in the Assignment Procedures Order. Each of the Debtors’ Contracts is identified on Exhibit 2 attached hereto. THE INCLUSION OF ANY CONTRACT ON EXHIBIT 2 DOES NOT CONSTITUTE AN ADMISSION THAT A PARTICULAR CONTRACT IS AN EXECUTORY CONTRACT OR UNEXPIRED LEASE OF PROPERTY OR REQUIRE OR GUARANTEE THAT SUCH CONTRACT WILL BE ASSUMED AND ASSIGNED, AND ALL RIGHTS OF THE DEBTORS WITH RESPECT THERETO ARE RESERVED. The cure amount (each, a “Cure Cost”), if any, that the Debtors believe is required to be paid to the applicable counterparty (each, a “Non- Debtor Counterparty,” and collectively, the “Non-Debtor Counterparties”) to each of the Contracts under section 365(b)(1)(A) and (B) of the Bankruptcy Code is identified on Exhibit 2 attached hereto. 6. If a Non-Debtor Counterparty objects to (i) the Cure Cost for its Contract, and/or (ii) to the proposed assumption, assignment and/or transfer of such Contract (including the transfer of any related rights or benefits thereunder), other than objections that relate specifically to the identity and adequate assurance of a Successful Bidder other than the Stalking Horse, and/or (iii) to the proposed identity or adequate assurance of the Stalking Horse, if any, then such Non-Debtor Counterparty must file with the Bankruptcy Court and serve on the Notice Parties (as defined below) a written objection (a “Cure Cost/Assignment Objection”). Any Cure Cost/Assignment Objection shall: (i) be in writing; (ii) state with specificity the nature of such objection, including the amount of Cure Costs in dispute; and (iii) be filed with the Bankruptcy Court, 290 Federal Plaza, Central Islip, New York 11722, together with proof of service, on or before 4:00 p.m. (ET) on April 24, 2019 (the “Cure Case 8-19-71020-reg Doc 240 Filed 04/15/19 Entered 04/15/19 18:19:56 Cost/Assignment Objection Deadline”) and properly served on the Notice Parties so as to be received no later than The Cure-Cost/Assignment Objection Deadline. The “Notice Parties” are as follows: (a) counsel to the Debtors, Hahn & Hessen LLP, 488 Madison Ave, 14th Floor, New York, NY 10022 (Attn: Mark T. Power and Janine. M. Figueiredo); (b) proposed counsel to the official committee of unsecured creditors, Perkins Coie LLP, 30 Rockefeller Plaza, 22nd Floor, New York, NY 10112 (Attn: Schuyler Carroll); (c) the Office of the United States Trustee for the Eastern District of New York, Long Island Federal Plaza Courthouse, 560 Federal Plaza, Central Islip, New York 11722 (Attn: Christine H. Black); (d) counsel to Wells Fargo Bank, N.A. and PNC Bank, N.A., Otterbourg, P.C., 230 Park Avenue, New York, New York 10169-0075 (Attn: Daniel F. Fiorillo, Esq. and Jonathan N. Helfat, Esq., Fax: (212) 682- 6104). 7. Objections (a “Post-Auction Objection”) of any Non-Debtor Counterparty related solely to the identity of, and adequate assurance of future performance provided by, the Successful Bidder, if the Successful Bidder is NOT the Stalking Horse, must (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 the Notice Parties so as to be received on or before 4:00 p.m. (ET) an May 1, 2019 (the “Post-Auction Objection Deadline”). 8. The Debtors may seek Bankruptcy Court approval of the assumption and assignment to any Successful Bidder of those Contracts that have been selected by the Successful Bidder to be assumed and assigned. The Debtors and their estates reserve any and all rights with respect to any Contracts that are not ultimately assigned to the Successful Bidder. 9. Any Non-Debtor Counterparty to a Contract who fails to timely file and properly serve a Cure Cost/Assignment Objection or Post-Auction Objection as provided herein may (i) be forever barred from objecting to the Cure Costs and from asserting any additional cure or other amounts with respect to such Contract in the event it is assumed and/or assigned by the Debtors and the Debtors shall be entitled to rely solely upon the Cure Costs, and (ii) be deemed to have consented to the assumption, assignment and/or transfer of such Contract (including the transfer of any related rights and benefits thereunder) to the relevant Successful Bidder and may be forever barred and estopped from asserting or claiming against the Debtors or the Successful Bidder that any additional amounts are due or defaults exist, or conditions to assumption, assignment, and/or transfer must be satisfied under such Contract, or that any related right or benefit under such Contract cannot or will not be available to the relevant Successful Bidder. 10. If a Non-Debtor Counterparty files a Cure Cost/Assignment Objection satisfying the requirements of these Assignment Procedures, the Debtors and the Non-Debtor Counterparty shall meet and confer in good faith to attempt to resolve any such objection without Bankruptcy Court intervention (the “Resolution Procedures”). If the applicable parties determine that the objection cannot be resolved without judicial intervention in a timely manner, the Bankruptcy Court shall make all necessary determinations relating to such Cure Cost/Assignment Objection at a hearing scheduled pursuant to the following Paragraph. 11. Consideration of unresolved Cure Cost/Assignment Objections and Post- Auction Objections, if any, will be held at the hearing on confirmation of the Debtor’s Chapter Case 8-19-71020-reg Doc 240 Filed 04/15/19 Entered 04/15/19 18:19:56 11 plan, provided, however, that (i) any Contract that is the subject of
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