Case 17-12906-CSS Doc 228 Filed 01/05/18 Page 1 of 4 THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 CHARMING CHARLIE HOLDINGS, ) INC., et al., ) Case No. 17-12906 (CSS) ) Jointly Administered Debtors.1 ) ) Hearing Date: January 11, 2017 at 11:00 am ) Ref. D.I. 21, 93 and 216 JOINDER OF CBL & ASSOCIATES MANAGEMENT, INC. TO LIMITED OBJECTION OF DDR CORP., GREGORY GREENFIELD & ASSOCIATES, LTD., GGP INC., REGENCY CENTERS CORP., ROUSE PROPERTIES, LLC, AND TURNBERRY ASSOCIATES TO DEBTORS’ MOTION SEEKING ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING, (II) AUTHORIZING THE DEBTORS TO USE CASH COLLATERAL, (III) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (IV) GRANTING ADEQUATE PROTECTION TO THE PREPETITION LENDERS, (V) MODIFYING AUTOMATIC STAY, (VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF CBL & Associates, Management, Inc. (“CBL”), by and through counsel, hereby join (this “Joinder”) in the Limited Objection of DDR Corp., Gregory Greenfield & Associates, LTD., GGP Inc., Regency Centers Corp., Rouse Properties, LLC, and Turnberry Associates to Debtors’ Motion Seeking Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket No. 216] (the “Limited Objection”), for the reasons set forth in the Limited Objection, and in support thereof show as follows: 1 The Debtors in these chapter 11 cases are: Charming Charlie Canada LLC; Charming Charlie Holdings Inc.; Charming Charlie International LLC; Charming Charlie LLC; Charming Charlie Manhattan LLC; Charming Charlie USA, Inc.; and Poseidon Partners CMS, Inc. 1 Case 17-12906-CSS Doc 228 Filed 01/05/18 Page 2 of 4 1. On December 11, 2017 the above-captioned debtors (the “Debtors”) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Upon information and belief, the Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108. 2. CBL is the managing agent for thirteen (13) locations (the “CBL Locations”) at which the Debtors lease retail space (the “Premises”) from the Landlords pursuant to unexpired leases of nonresidential real property (individually, a “Lease,” and collectively, the “CBL Leases”) in this bankruptcy as follows: Store Location Acadiana Mall Lafayette, LA Arbor Place Mall Douglasville, GA Cherryvale Mall Rockford, IL Friendly Center Greensboro, NC Hamilton Place Mall Chattanooga, TN Hanes Mall Winston-Salem, NC Parkway Place Huntsville, AL Pearland Town Center Pearland, TX Shoppes at St. Clair Square Fairview Heights, IL Sunrise Mall Brownsville, TX Triangle Town Center Raleigh, NC West County Center Des Peres, MO West Towne Mall Madison, WI 3. On December 11, 2017, the Debtors filed its Motion Seeking Entry of Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the Prepetition Lenders, (V) Modifying Automatic Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket No. 21] (the “DIP Motion”). 2 Case 17-12906-CSS Doc 228 Filed 01/05/18 Page 3 of 4 JOINDER AND RESERVATION OF RIGHTS 4. On January 4, 2018, certain landlords filed the Limited Objection objecting to the proposed budget for failing to set aside funds for payment of “stub rent” owed to the Landlords for the use of their property from December 11, 2017 through December 31, 2017 (the “Stub Rent”) – and for adequate protection. 5. For reasons stated in the Limited CBL joins in and incorporates by reference the Limited Objection as its own. CBL objection to entry of an order on the DIP Motion or approval of any DIP budget that would allow waivers under 11 U.S.C. §§ 506(c) and 552, and fails to direct Debtors to immediately pay Stub Rent to CBL and similarly situated landlords, or in the alternative, otherwise adequately protect CBL by requiring the Debtors to budget and segregate funds sufficient to pay Stub Rent provisions are made for payment of the Stub Rent. 6. CBL reserves its right to amend and/or supplement this Objection and to raise any additional objections to the DIP Motion at the final hearing. 7. CBL further joins in the objections filed by Debtors’ other landlords to the extent that such objections are not inconsistent with this Joinder. WHEREFORE, for the reasons set forth in the Limited Objection, CBL joins in the request that the Motion be denied unless provisions are made for the payment of Stub Rent and for other relief this Court deems appropriate. 3 Case 17-12906-CSS Doc 228 Filed 01/05/18 Page 4 of 4 Dated: January 5, 2017 Wilmington, Delaware Respectfully submitted, HOGAN♦McDANIEL /s/Garvan F. McDaniel Garvan F. McDaniel (DE No. 4167) 1311 Delaware Avenue Wilmington, Delaware 19806 Telephone: 302.656.7540 Facsimile: 302.656.7599 Email: [email protected] Attorneys for CBL & Associates Management, Inc. 4 Case 17-12906-CSS Doc 228-1 Filed 01/05/18 Page 1 of 2 CERTIFICATE OF SERVICE The undersigned certifies that on this 5th day of January, 2018, a true and correct copy of the foregoing Joinder has been served by operation of the Court’s electronic filing system to all parties registered for electronic filing receipt and via first class mail upon the parties listed below: Domenic E. Pacitti, Esquire Joshua A. Sussberg, P.C. Michael Yurkewicz, Esq. Aparna Yenamandra, Esq. Klehr Harrison Harvey Branzburg LLP Kirkland & Ellis LLP 919 Market Street, Suite 1000 601 Lexington Avenue Wilmington, DE 19801 New York, NY10022 Richard L. Schepacarter, Esquire James H.M. Sprayregen, P.C. Office of United States Trustee Kirkland & Ellis LLP, 844 King Street, Suite 2207 300 North LaSalle Street Wilmington, DE 19801 Chicago, IL 60654 Mark D. Collins, Esq. Morton Branzburg, Esq. David T. Queroli, Esq. Klehr Harrison Harvey Branzburg LLP Richards, Layton & Finger, P.A., 1835 Market Street, Suite 1400 920 North King Street, Philadelphia, PA 19103 Wilmington, DE 19801 David Fournier, Esq. Julia Frost-Davies, Esq. Pepper Hamilton LLP Amelia C. Joiner, Esq. 1313 Market Street, Suite 5100 Morgan, Lewis & Bockius LLP Wilmington, DE 19899 One Federal St. Boston, MA 02110 Pauline K. Morgan, Esq. Ronald Hewitt, Esq. M. Blake Cleary, Esq. Covington & Burling LLP Young Conaway Stargatt & Taylor, LLP 620 Eighth Avenue 1000 North King Street New York, NY 10018 Wilmington, DE 19801 Charming Charlie Jeff Saferstein, Esq. Attn: Melissa Boughton Adam Denhoff, Esq. 5999 Savoy Drive Sharad Thaper, Esq. Houston TX 77036 Paul, Weiss, Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Case 17-12906-CSS Doc 228-1 Filed 01/05/18 Page 2 of 2 Cathy Hershcopf, Esq. Seth Van Aalten, Esq. Michael Klein, Esq. Cooley LLP The Grace Building 1114 Avenue of the Americas 46th Floor New York, NY 10036-7798 /s/Garvan F. McDaniel Garvan F. McDaniel (DE #4167) 2 .