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Full title: Motion to Authorize // Debtors' Motion for Entry of an Order Authorizing the Destruction, Abandonment, or Other Disposal of Certain Non-Essential Books, Records, and Documents Filed by CR Holding Liquidating, Inc.. Hearing scheduled for 6/3/2021 at 03:30 PM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #2, Wilmington, Delaware. Objections due by 5/25/2021. (Attachments: # 1 Exhibit A # 2 Notice) (Flasser, Gregory) (Entered: 05/11/2021)

Document posted on May 10, 2021 in the bankruptcy, 8 pages and 0 tables.

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Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned jointly administered chapter 11 cases (the “Cases”), hereby move (the “Motion”), pursuant to sections 105 and 554 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) and Rule 6007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A, authorizing, but not directing, the Debtor’s abandonment, disposal, and/or destruction of certain non-essential books, records, information, and other papers (collectively, the “Documents”) of the Debtors. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334(b) and the Amended Standing Order of Reference from the United States District Court for the District 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: CR Holding Liquidating Inc. (f/k/a Charlotte Russe Holding Inc.) (4325); CR Holdings Liquidating Corporation (f/k/a Charlotte Russe Holdings Corporation) (1045); CR Intermediate Liquidating Corporation (f/k/a Charlotte Russe Intermediate Corporation) (6345); CR Enterprise Liquidating, Inc. (f/k/a Charlotte Russe Enterprise, Inc.) (2527); CR Liquidating, Inc. (f/k/a Charlotte Russe, Inc.) (0505); CR Merchandising Liquidating, Inc. (f/k/a Charlotte Russe Merchandising, Inc.) (9453); and CR Administration Liquidating, Inc. (f/k/a Charlotte Russe Administration, Inc.) (9456).Under section 2.2(i) of the APA, the assets excluded from the sale included, among other things, “(i) any confidential personnel and medical records pertaining to any Employee of [the Debtors] not permitted to be transferred to Purchaser under Applicable Law; (ii) books and records that the [Debtors] are required to keep by Law to retain, that relate exclusively to the Excluded Assets or the Excluded Liabilities, including Tax Returns, financial statements, and corporate or other entity filings; and (iii) corporate charters, qualifications to do business, taxpayer and other identification numbers, corporate seals, minute books, stock ledgers, stock certificates and any other documentation related to governance, organization, maintenance or existence of [the Debtors].”In the ordinary course of the Debtors’ business, the Debtors maintain and store certain books and records, including, among other things, confidential personnel records, tax 2 A revised APA was attached to the Notice of Closing of Sales [D.I. 440], however, the terms referenced in this Motion were not altered in the revised APA.As the Debtors only propose to destroy non-essential Documents that are no longer required to be stored and are not necessary for the remaining administration of the Debtors’ estates, the Debtors do not anticipate any prejudice to any creditor or any party in interest from the disposal and destruction of t

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE Chapter 11 In re Case No.: 19-10210 (LSS) CR Holding Liquidating, Inc., et al.,1 (Jointly Administered) Debtors. Hearing Date: June 3, 2021 at 3:30 p.m. (ET) Obj. Deadline: May 25, 2021 at 4:00 p.m. (ET) DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DESTRUCTION, ABANDONMENT, OR OTHER DISPOSAL OF CERTAIN NON-ESSENTIAL BOOKS, RECORDS, AND DOCUMENTS CR Holding Liquidating, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned jointly administered chapter 11 cases (the “Cases”), hereby move (the “Motion”), pursuant to sections 105 and 554 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) and Rule 6007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A, authorizing, but not directing, the Debtor’s abandonment, disposal, and/or destruction of certain non-essential books, records, information, and other papers (collectively, the “Documents”) of the Debtors. In support of the Motion, the Debtors respectfully represent as follows: JURISDICTION, VENUE AND PREDICATES FOR RELIEF 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334(b) and the Amended Standing Order of Reference from the United States District Court for the District 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: CR Holding Liquidating Inc. (f/k/a Charlotte Russe Holding Inc.) (4325); CR Holdings Liquidating Corporation (f/k/a Charlotte Russe Holdings Corporation) (1045); CR Intermediate Liquidating Corporation (f/k/a Charlotte Russe Intermediate Corporation) (6345); CR Enterprise Liquidating, Inc. (f/k/a Charlotte Russe Enterprise, Inc.) (2527); CR Liquidating, Inc. (f/k/a Charlotte Russe, Inc.) (0505); CR Merchandising Liquidating, Inc. (f/k/a Charlotte Russe Merchandising, Inc.) (9453); and CR Administration Liquidating, Inc. (f/k/a Charlotte Russe Administration, Inc.) (9456). The Debtors’ mailing address is 3111 Camino Del Rio N. Suite 400, San Diego, CA 92108.

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of Delaware, dated February 29, 2012. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C. § 157 (b)(2). 2. Pursuant to Local Rule 9013-1(f), the Debtors consent to the Court’s entry of a final judgment or order with respect to the Objection if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 3. The statutory predicates for the relief requested herein are sections 105(a) and 554(a) of the Bankruptcy Code and Bankruptcy Rule 6007. BACKGROUND A. Case Background 4. On February 3, 2019 (the “Petition Date”), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. On February 14, 2019, Region 3 of the Office of the United States Trustee appointed a seven-member Official Committee of Unsecured Creditors (the “Committee”). No trustee or examiner has been appointed. 6. Further information regarding the Debtors’ business operations, the events leading up to the Petition Date and the facts and circumstances supporting the relief requested herein are set forth in the Declaration of Brian M. Cashman, Chief Restructuring Officer of Charlotte Russe Holding, Inc., in Support of Debtors’ Chapter 11 Petitions and First Day Motions [D.I. 3]. 7. On March 19, 2019, the Debtors filed their Supplemental Motion of the Debtors for Entry of an Order (I) Authorizing the Sale of Certain Intellectual Property and Related Assets Free and Clear of all Liens, Claims, Interests, and Encumbrances, (II) Authorizing the

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Seller to Assume and Assign Certain Executory Contracts and Unexpired Leases, and (III) Granting Other Related Relief [D.I. 369]. 8. On March 27, 2019, the Court entered the Order Approving Supplemental Motion of the Debtors for Entry of an Order (I) Authorizing the Sale of Certain Intellectual Property and Related Assets Free and Clear of all Liens, Claims, Interests, and Encumbrances, (II) Authorizing the Seller to Assume and Assign Certain Executory Contracts and Unexpired Leases, and (III) Granting Other Related Relief [D.I. 423], which attached an Asset Purchase and Sale Agreement (the “APA). On March 29, 2019, the sale closed. See D.I. 440.2 Since the closing of the sale, the Debtors have been working to wind down any remaining operations and to reconcile and object to claims asserted against the Debtors in these Cases. 9. Under section 2.2(i) of the APA, the assets excluded from the sale included, among other things, “(i) any confidential personnel and medical records pertaining to any Employee of [the Debtors] not permitted to be transferred to Purchaser under Applicable Law; (ii) books and records that the [Debtors] are required to keep by Law to retain, that relate exclusively to the Excluded Assets or the Excluded Liabilities, including Tax Returns, financial statements, and corporate or other entity filings; and (iii) corporate charters, qualifications to do business, taxpayer and other identification numbers, corporate seals, minute books, stock ledgers, stock certificates and any other documentation related to governance, organization, maintenance or existence of [the Debtors].” APA at § 2.2(i). B. Hard Copy Storage of the Documents 10. In the ordinary course of the Debtors’ business, the Debtors maintain and store certain books and records, including, among other things, confidential personnel records, tax 2 A revised APA was attached to the Notice of Closing of Sales [D.I. 440], however, the terms referenced in this Motion were not altered in the revised APA.

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returns, financial statements, corporate filings, minute books, stock ledgers, and other documents. Currently, the Debtors’ estates are incurring approximately $6,000 per month in administrative expenses to store certain non-essential Documents, most of which, are at least ten years old. 11. As part of the Debtors’ wind down process, the Debtors seek to stop any further storage costs and any potential unnecessary administrative expenses of the estates by obtaining authority to abandon and/or destroy certain non-essential Documents as the Debtors, in their sole discretion, determine are no longer necessary for the remaining administration of the Debtors’ estates. 12. The Debtors have custody or control of, or have collected or copied, the books, records, other papers, and electronic records, if any, from the Debtors’ storage facilities that they believe are needed by the estates, including, but not limited to, certain accounts payable and accounts receivable records, e-mail records, general ledger records, tax records, and other business and financial records. 13. The Documents that the Debtors seek authority to destroy have no short- or long-term value to the Debtors and the continuing cost of storage of these records is burdensome to the estates. The majority, if not all, of the Documents sought to be destroyed by the Debtors are more than ten years old and are no longer required by law to be stored. 14. As the Debtors only propose to destroy non-essential Documents that are no longer required to be stored and are not necessary for the remaining administration of the Debtors’ estates, the Debtors do not anticipate any prejudice to any creditor or any party in interest from the disposal and destruction of the Documents as requested herein.

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RELIEF REQUESTED 15. By this Motion, the Debtors seek entry of an order authorizing, but not directing, the Debtors, in the exercise of their business judgment and in their sole discretion, to abandon and, as appropriate, discard or destroy the non-essential Documents in storage, which are not necessary to the continued administration of the Debtors’ estates. The continued maintenance and storage of the Documents constitutes a burden to the estates. BASIS FOR THE RELIEF REQUESTED 16. Section 554 of the Bankruptcy Code provides, in relevant part, that “[a]fter notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate.” 11 U.S.C § 554(a). 17. Moreover, the abandonment, destruction or other disposal of the Documents is also governed by Bankruptcy Rule 6007, which provides, in pertinent part, that: Unless otherwise directed by the court, the trustee or debtor in possession shall give notice of a proposed abandonment or disposition of property to the United States trustee, all creditors, indenture trustees and committees elected pursuant to § 705 or appointed pursuant to § 1107 of the Code. A party in interest may file and serve an objection within 14 days of the mailing of the notice, or within the time fixed by the court. Fed. R. Bankr. P. 6007. 18. Courts have held that “[t]he trustee’s power to abandon property is discretionary.” In re Slack, 290 B.R. 282, 284 (Bankr. D.N.J. 2003) (citations omitted). A trustee may abandon estate assets that are of “inconsequential value and benefit to the estate” or that are “burdensome to the estate.” Reich v. Burke (In re Reich), 54 B.R. 995, 1004 (Bankr. E.D. Mich. 1985) (“[I]f a trustee feels an asset is of inconsequential value and benefit to the estate or that it is ‘burdensome to the estate,’ he may abandon it.”) (emphasis in original); see In re Contract Research Solutions, Inc., 2013 WL 1910286, at *4 (Bankr. D. Del. May 1, 2013) (granting request to abandon

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property at leased location that, according to the debtors, was of negligible commercial value, storing it created a burden on the estate, and abandonment would pose no threat to public safety and would not contravene any law or regulation). The decision to abandon must merely reflect “business judgment made in good faith” that rests on a reasonable basis. In re Cult Awareness Network, Inc., 205 B.R. 575, 579 (Bankr. N.D. Ill. 1997). 19. The Debtors have determined that abandoning and discarding or destroying the non-essential Documents at this time makes the most economic sense and saves the estates from having to incur the unnecessary cost—of approximately $6,000 per month—of continuing to store the Documents. The Debtors no longer need the Documents to conduct the wind down process and any continuing expenses relating to the storage of the Documents is an unnecessary administrative burden on the estates. The Debtors do not reasonably anticipate any prejudice to any party in interest if the Documents are discarded or destroyed because the Documents are no longer required to be stored and are not necessary to administer the Debtors’ estates. The Debtors will not seek to discard or destroy any Documents that may be necessary to administer the Debtors’ estates. Finally, the Debtors will cause to be destroyed any of the Documents that contain personally identifiable information as that term is defined in section 101(41A) of the Bankruptcy Code. WAIVER OF BANKRUPTCY RULE 6007 20. Among other things, Bankruptcy Rule 6007(a) requires that the Debtors serve a copy of this Motion, “[u]nless otherwise directed by the court” on “all creditors.” Fed. R. Bankr. P. 6007(a). Serving the Motion upon all parties on the Debtors’ creditor matrix would be unnecessarily burdensome and costly. The Debtors will serve a copy of this Motion and related documents on the parties in interest set forth below and, therefore, requests, to the extent

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required, a limited waiver of the service requirement set forth in Bankruptcy Rule 6007. The Debtors submit that the requested waiver is appropriate and will properly and timely effectuate notice to the real parties in interest. In any event, the Debtors will not be abandoning any documents that are necessary for the remaining administration of the Debtors’ estates, and, thus, abandonment or destruction of the Documents will not prejudice creditors and parties in interest. NOTICE 21. Notice of this Motion has been given to the following parties or, in lieu thereof, to their counsel: (a) the U.S. Trustee; (b) the Committee; and (c) those parties requesting notice pursuant to Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court (i) enter an order, substantially in the form attached hereto as Exhibit A, authorizing, but not directing, the Debtors to abandon and discard or destroy the non-essential Documents in their sole and absolute discretion, and (ii) grant such other and further relief as this Court deems just and proper. [Signature Page Follows]

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Dated: May 11, 2021 Wilmington, Delaware BAYARD, P.A. /s/ Gregory J. Flasser Erin R. Fay (No. 5268) Daniel N. Brogan (No. 5723) Gregory J. Flasser (No. 6154) 600 North King Street, Suite 400 Wilmington, Delaware 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 Email: efay@bayardlaw.com dbrogan@bayardlaw.com gflasser@bayardlaw.com - and - COOLEY LLP Cathy Hershcopf (admitted pro hac vice) Michael Klein (admitted pro hac vice) Summer M. McKee (admitted pro hac vice) 55 Hudson Yards New York, New York 10001 Telephone: 212-479-6000 Fax: 212-479-6275 Email: chershcopf@cooley.com mklein@cooley.com smckee@cooley.com Co-Counsel for the Debtors and Debtors in Possession

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