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Chapter 11 ) LE TOTE, INC., Et Al.,1 ) Case No

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Chapter 11 ) LE TOTE, INC., Et Al.,1 ) Case No Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 1 of 220 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 (I) APPROVING THE ADEQUACY OF THE DISCLOSURE STATEMENT, (II) APPROVING THE SOLICITATION AND NOTICE PROCEDURES WITH RESPECT TO CONFIRMATION OF THE DEBTORS’ PROPOSED JOINT CHAPTER 11 PLAN, (III) APPROVING THE FORMS OF BALLOTS AND NOTICES IN CONNECTION THEREWITH, (IV) SCHEDULING CERTAIN DATES WITH RESPECT THERETO, AND (V) GRANTING RELATED RELIEF Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an (this “Order”), pursuant to sections 105, 363, 1125, 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 http://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 otherwise defined herein have the meanings ascribed to them in the Motion. KE 70578374 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 2 of 220 1126, and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3018, 3020 and Rules 2002-1 and 3016-1 of the Bankruptcy Local Rules for the Eastern District of Virginia (the “Local Rules”), approving, (a) the adequacy of the Disclosure Statement for the Joint Plan of Le Tote, Inc. and Its Debtor Affiliates (as may be amended from time to time, the “Disclosure Statement”), (b) the Solicitation and Voting Procedures, (c) the Voting Record Date, Solicitation Launch Date, and Voting Deadline (d) the manner and form of the Solicitation Packages and the materials contained therein, (e) the Plan Supplement Notice, (f) the Non-Voting Status Notices, (g) the form of notices to counterparties to Executory Contracts and Unexpired Leases that will be assumed pursuant to the Plan, (h) the Solicitation and Voting Procedures, (i) the Plan Objection Deadline, the Confirmation Hearing Date, the Confirmation Hearing Notice, and (j) certain dates and deadlines related thereto, all as more fully set forth in the Motion; and upon the First Day Declaration; 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 July August 15, 1984; and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and 2 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 3 of 220 upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth in this Order. I. Approval of the Disclosure Statement. 2. The Disclosure Statement, attached hereto as Exhibit 1, is hereby approved as providing Holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code. 3. The Disclosure Statement (including all applicable exhibits thereto) provides Holders of Claims and Interests, and other parties in interest with sufficient notice of the injunction, exculpation, and release provisions contained in Article VIII of the Plan, in satisfaction of the requirements of Bankruptcy Rule 3016(c). II. Approval of the Solicitation and Voting Procedures. 4. The Debtors are authorized to solicit, receive, and tabulate votes to accept the Plan in accordance with the Solicitation and Voting Procedures attached hereto as Exhibit 2, which are hereby approved in their entirety. III. Approval of the Materials and Timeline for Soliciting Votes and the Procedures for Confirming the Plan. A. Approval of Certain Dates and Deadlines with Respect to the Plan and Disclosure Statement. 5. The following dates are hereby established (subject to modification as necessary) with respect to the solicitation of votes to accept, and voting on, the Plan as well as filing objections to the Plan and confirming the Plan (all times prevailing Eastern Time): Event Date Voting Record Date January 29, 2021 3 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 4 of 220 Event Date Disclosure Statement Hearing Date February 2, 2021, at 11:00 a.m., prevailing Eastern Time February 9, 2021 (or as soon as reasonably Solicitation Launch Date practicable thereafter) February 16, 2021 (or as soon as reasonably Publication Deadline practicable thereafter) Voting Deadline March 10, 2021, at 5:00 p.m., prevailing Eastern Time Plan Objection Deadline March 10, 2021, at 5:00 p.m., prevailing Eastern Time Deadline to File Confirmation Brief March 17, 2021, at 5:00 p.m., prevailing Eastern Time Plan Objection Response Deadline March 17, 2021, at 5:00 p.m., prevailing Eastern Time Deadline to File Voting Report March 17, 2021, at 5:00 p.m., prevailing Eastern Time Confirmation Hearing Date March 18, 2021, at 1:00 p.m., prevailing Eastern Time B. Approval of the Form of, and Distribution of, Solicitation Packages to Parties Entitled to Vote on the Plan. 6. In addition to the Disclosure Statement and exhibits thereto, including the Plan and this Order (without exhibits, except the Solicitation Procedures), the Solicitation Packages to be transmitted on or before the Solicitation Launch Date to those Holders of Claims in the Voting Classes entitled to vote on the Plan as of the Voting Record Date, shall include the following, the form of each of which is hereby approved: a. the form of Ballot attached hereto as Exhibit 3 respectively;3 b. the Cover Letter attached hereto as Exhibit 6; c. the Confirmation Hearing Notice attached hereto as Exhibit 7; and d. the Committee’s letter in support of the Plan (the “Committee Support Letter”) attached hereto as Exhibit 10. 7. The Solicitation Packages provide the Holders of Claims entitled to vote on the Plan with adequate information to make informed decisions with respect to voting on the Plan in 3 The Debtors will make every reasonable effort to ensure that any Holder of a Claim who has filed duplicate Claims against the Debtors (whether against the same or multiple Debtors) that are classified under the Plan in the same Voting Class, receives no more than one Solicitation Package (and, therefore, one Ballot) on account of such Claim and with respect to that Class. 4 Case 20-33332-KLP Doc 905 Filed 02/05/21 Entered 02/05/21 16:46:31 Desc Main Document Page 5 of 220 accordance with Bankruptcy Rules 2002(b) and 3017(d), the Bankruptcy Code, and the Local Rules. 8. The Debtors shall distribute Solicitation Packages to all Holders of Claims entitled to vote on the Plan on or before the Solicitation Launch Date. Such service shall satisfy the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. 9. The Debtors are authorized, but not directed or required, to distribute the Plan and the Disclosure Statement to Holders of Claims entitled to vote on the Plan by providing instructions as part of the Solicitation Package for accessing these documents through the Debtors’ restructuring website (https://cases.stretto.com/letote) (the “Case Website”), and if requested, a hard copy, flash drive, or CD-ROM within three (3) business days of receipt of such request. 10. On or before the Solicitation Launch Date, the Debtors shall provide (a) complete Solicitation Packages (excluding the Ballots) to the U.S. Trustee and (b) the Disclosure Statement (and exhibits thereto, including the Plan) and Order (both in electronic format), as well as Confirmation Hearing Notice to all parties on the 2002 List as of the Voting Record Date.
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