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Full title: Amended Motion to Dismiss Case filed by Jeffrey A Hokanson on behalf of Debtor hhgregg, Inc (re: Doc # 3147). (Attachments: (1) Exhibit A - Initial Order (2) Exhibit 1 to Initial Order - Wind Down Budget (3) Exhibit B - Proposed Dismissal Order (4) Exhibit C - Copy of Dismissal Notice to All Creditors) (Hokanson, Jeffrey) (Entered: 07/01/2021)

Document posted on Jun 30, 2021 in the bankruptcy, 18 pages and 0 tables.

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The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby submit this motion (this “Motion”) for entry of orders, substantially in the forms attached hereto as Exhibit A and Exhibit B (the “Initial Order,” and the “Dismissal Order,” respectively, and together, the “Proposed Orders”): (a) dismissing the Debtors’ chapter 11 cases (collectively, the “Chapter 11 Cases”); (b) approving procedures for reviewing and reconciling administrative and, if applicable, priority proofs of claim, and making distributions to such allowed claims; (c) approving procedures for the filing of final fee applications by professionals retained in the Chapter 11 Cases (collectively, the “Professionals”), and providing for payment of fees and the reimbursement of expenses incurred by the Professionals in the Chapter 11 Cases (“Professional Fees”); (d) directing the Debtors to be dissolved on the terms provided for in the Initial Order and Dismissal Order, respectively; and (e) providing such other related relief as is just and necessary.First, pursuant to the proposed Initial Order, the wind down procedures include a phased claims reconciliation process for administrative claims and, if warranted based on recoveries, for priority claims, followed by pro rata distributions to holders of allowed claims in order of statutory priority.b. Requiring the Debtors to file an interim status report with the Court, and serve such interim report on the United States Trustee (the “U.S. Trustee”), the Committee, and all parties who have requested for service pursuant to Bankruptcy Rule 2002, on or before the completion of the Administrative Claim Reconciliation Process in the event the Debtors determine, based on progress with the liquidation of remaining assets including the Litigation Claims, that allowed administrative claims will be paid in full and allowed priority claims may be entitled to distributions, and thereby commence (i) an initial one hundred and twenty (120) day period for the Debtors to review and reconcile priority claims and commence pro rata distributions on account of allowed priority claims, which such 120 day period shall be subject to extension for cause upon notice and motion by the Debtors (the “Priority Claim Reconciliation Process”); c. Requiring the Debtors to file a final report with the Court (the “Final Report”), and serve such Final Report on the U.S. Trustee, the Committee, and all parties who have requested for service pursuant to Bankruptcy Rule 2002, upon (i) liquidation or other disposition of all of the Debtors’ remaining assets including the Litigation Claims; and (ii) completion of the Administrative Claim Reconciliation Process and, if applicable, the Priority Claim Reconciliation Process; d. Authorizing and approving the Debtors’ budget annexed to the Initial Order as Exhibit 1, effective as of January 1, 2021, for the wind down and dismissal of the Chapter 11 Cases (t

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION In re: Chapter 11 hhgregg, Inc., et al.,1 Case No. 17-01302-JJG-11 Debtors. (Joint Administration) Related Dkt. No. 3147 DEBTORS’ AMENDED MOTION FOR ENTRY OF AN ORDER (I) DISMISSING THE DEBTORS’ CHAPTER 11 CASES; (II) ESTABLISHING CASE WIND DOWN PROCEDURES WITH RESPECT TO CLAIMS RECONCILIATION, PROFESSIONAL FEES AND FINAL FEE APPLICATIONS; (III) DIRECTING THE DEBTOR ENTITIES TO BE DISSOLVED; AND (IV) GRANTING RELATED RELIEF The above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby submit this motion (this “Motion”) for entry of orders, substantially in the forms attached hereto as Exhibit A and Exhibit B (the “Initial Order,” and the “Dismissal Order,” respectively, and together, the “Proposed Orders”): (a) dismissing the Debtors’ chapter 11 cases (collectively, the “Chapter 11 Cases”); (b) approving procedures for reviewing and reconciling administrative and, if applicable, priority proofs of claim, and making distributions to such allowed claims; (c) approving procedures for the filing of final fee applications by professionals retained in the Chapter 11 Cases (collectively, the “Professionals”), and providing for payment of fees and the reimbursement of expenses incurred by the Professionals in the Chapter 11 Cases (“Professional Fees”); (d) directing the Debtors to be dissolved on the terms provided for in the Initial Order and Dismissal Order, respectively; and (e) providing such other related relief as is just and necessary. In support of the Motion, the Debtors respectfully represent as follows: 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: hhgregg, Inc. (0538); Gregg Appliances, Inc. (9508); HHG Distributing LLC (5875).

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PRELIMINARY STATEMENT2 1. As outlined to the Court and the U.S. Trustee in mid-January 2021,3 the Debtors were in the process of analyzing and engaging with stakeholders on the best path forward to winding down these cases without unreasonable delay and cost. The Debtors now believe that even if the ongoing liquidation of remaining assets yields recoveries at the high end of estimates, the estates are not expected to satisfy projected priority claims in full, much less permit distributions to general unsecured creditors. And of the various procedural vehicles to accomplish this task, the Debtors are unable to justify the significant additional administrative burden that would undoubtedly accompany the prosecution of an unconfirmable chapter 11 plan or the inefficiency of conversion of these cases to chapter 7. This leaves a structured dismissal of the Chapter 11 Cases as the best option to get the most amount of money into the hands of creditors in 2021. 2. The Debtors seek authority to implement a two-step process intended to culminate with the entry of the annexed Dismissal Order in the second half of 2021. First, pursuant to the proposed Initial Order, the wind down procedures include a phased claims reconciliation process for administrative claims and, if warranted based on recoveries, for priority claims, followed by pro rata distributions to holders of allowed claims in order of statutory priority. Concurrent with claims reconciliation, the Debtors will work to liquidate all remaining assets primarily in the form of three adversary proceedings pending before the Court. To fund the administrative costs of proposed wind down, including payment of Professional Fees incurred on and after January 1, 2021, the Debtors seek approval of the Wind Down Budget (and the Wind Down Professional Fee 2 Capitalized terms used but not otherwise defined in this Preliminary Statement shall have the meanings ascribed to such terms elsewhere in this Motion. 3 Dkt. No. 3126, Dated January 12, 2021.

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Reserve) annexed to the Initial Order as Exhibit 1. Finally, the Initial Order provides procedures for the submission of Final Fee Applications by the Debtors’ Professionals. 3. Second, the Debtors will file a Final Report once claims reconciliation is complete and all remaining assets have been liquidated or otherwise resolved. And in conjunction with the Final Report, the Debtors, upon certification of counsel, will seek entry of the Dismissal Order for the prompt dismissal of each of the Chapter 11 Cases, followed by the dissolution of each of the Debtors under applicable law. 4. The Debtors believe that the merits of dismissal here, both in terms of efficiency and lack of prejudice to creditors, render the plan and chapter 7 conversion alternatives pointless as well as burdensome false options. Further, in seeking approval of the dismissal of these Chapter 11 Cases pursuant to the Initial Order and Dismissal Order, respectively, the Debtors are cognizant of the Supreme Court’s decision in Czyzewski v. Jevic Holding Corp. (“Jevic”), 137 S. Ct. 973 (2017) and the propriety of “structured” dismissals. The wind down procedures proposed herein do not contemplate “class skipping” in violation of fundamental priority principles addressed in Jevic. To the contrary, after the claims resolution process has been completed in accordance with the procedure, distributions to creditors will be made to creditors in order of their statutory priority. 5. The Debtors have circulated a copy of the Motion to the Committee and the U.S. Trustee, and intend to promptly work with both stakeholders to address any issues with the requested relief in advance of the hearing. But the Debtors firmly believe that the Motion should be approved for the reasons stated above and provided in additional detail below. JURISDICTION AND VENUE 6. The United States Bankruptcy Court for the Southern District of Indiana, Indianapolis Division (the “Court”), has 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

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Southern District of Indiana, dated July 11, 1984. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 7. The statutory and legal predicates for the relief requested herein are sections 105(a), 305, 349, 554(a), and 1112(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 1017, 2002, 6007 and 9013 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule B-1017-1(e) of the Local Rules of the United States Bankruptcy Court for the Southern District of Indiana (the “Local Rules”). BACKGROUND A. General Background and Remaining Assets 8. On March 6, 2017 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to administer the Chapter 11 Cases as debtors-in-possession. No trustee or examiner has been appointed in these cases. 9. On March 10, 2017, the Office of the United States Trustee appointed an official committee of unsecured creditors (the “Committee”). 10. As of the Petition Date, the Debtors operated 220 brick-and-mortar stores offering furniture, appliances, and electronics in 19 states under the names hhgregg and Fine Lines. As of the date of this Motion, the Debtors have liquidated (i) their store assets through going-out-of-business sales (which were completed in 2017), and (ii) material assets that include a majority of Debtors’ avoidance and other causes of action. In addition, all of the Debtors’ prepetition and postpetition secured indebtedness has been paid back in full or otherwise satisfied. 11. The Debtors’ remaining assets consist of certain tax refunds, class action proceeds, other miscellaneous assets, and the following litigation claims:

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a. Official Comm. of Unsecured Creditors v. Whirlpool Corp., Adv. Proc. No. 17-50309, and the related action Whirlpool Corp. v. hhgregg, Inc. et. al, Adv. Proc. No. 17-50104; b. Official Comm. of Unsecured Creditors v. Curtis Int’l Ltd., Adv. Proc. No. 17-50281; and c. Official Comm. of Unsecured Creditors v. D&H Distrib. Co., Adv. Proc. No. 17-50282 (collectively, “Litigation Claims”). B. Motion to Set a Claims Bar Date 12. On June 1, 2021, the Debtors filed a motion to establish an administrative and priority claim bar date to aid in the wind down of the Chapter 11 Cases as descried herein and forth in the Initial Order [Dkt. No. 3159] (the “Bar Date Motion”). On July 1, 2021, the Court entered an order granting the Bar Date Motion and setting August 13, 2021 as the bar date for administrative and priority claims as set forth therein [Dkt. No. 3164] (the “Bar Date Order”). The Debtors did not seek to establish a bar date for general unsecured claims at this time as distributions are unlikely to occur and the cost of preparing and filing general unsecured proofs of claim will be an unfair and unnecessary burden on such creditors and will impose the unjustified cost of processing such claims on the Debtors’ estates. C. The Debtors’ Books and Records 13. As of the Petition Date, the Debtors maintained books and records, including, without limitation, the following: (a) accounting documents; (b) bank documents; (c) corporate governance documents; (d) documents related to contracts, leases and other contractual agreements of the Debtors; (e) insurance documents; (f) human resources and other related employment documents; (g) documents related to the Chapter 11 Cases; and (h) customer lists (collectively, the “Books and Records”). On January 30, 2018, the Court entered that certain Order

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Granting Debtors’ Motion for Authority to Destroy Business Records (the “Document Order”),4pursuant to which certain of the Debtors’ Books and Records were destroyed (primarily confined to original, customer-signed sales receipts). The Debtors’ other Books and Records have been retained. D. Other Administrative Matters 14. On April 19, 2017, the Court entered that certain Order Establishing Procedures for Interim Compensation and Reimbursement of Professionals (the “Interim Compensation Order”),5 pursuant to which the Court approved procedures governing applications for and payments of fees and expenses requested by Professionals. 15. In addition, the Debtors have worked to prepare for the orderly wind-down of the Chapter 11 Cases. For instance, the Debtors have sought, and obtained, the rejection of numerous leases and contracts to the extent not assumed and assigned in connection with the Debtors’ asset sales. To the extent that there are any additional contracts that have not been rejected as of the date upon which the Initial Order is entered, the Debtors request that the Initial Order authorize the rejection of all remaining executory contracts and unexpired leases (if any) as of the entry of the Initial Order. RELIEF REQUESTED 16. By this Motion, the Debtors request entry of the Initial Order to provide for the following wind down procedures: a. Establishing an initial ninety (90) day period measured from the Court’s entry of the Initial Order for the Debtors to review and reconcile administrative claims and commence pro rata distributions on account of allowed administrative claims, which such 90 day period shall be 4 Dkt. No. 2228. 5 Dkt. No. 817.

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subject to extension for cause upon notice and motion by the Debtors (the “Administrative Claim Reconciliation Process”); b. Requiring the Debtors to file an interim status report with the Court, and serve such interim report on the United States Trustee (the “U.S. Trustee”), the Committee, and all parties who have requested for service pursuant to Bankruptcy Rule 2002, on or before the completion of the Administrative Claim Reconciliation Process in the event the Debtors determine, based on progress with the liquidation of remaining assets including the Litigation Claims, that allowed administrative claims will be paid in full and allowed priority claims may be entitled to distributions, and thereby commence (i) an initial one hundred and twenty (120) day period for the Debtors to review and reconcile priority claims and commence pro rata distributions on account of allowed priority claims, which such 120 day period shall be subject to extension for cause upon notice and motion by the Debtors (the “Priority Claim Reconciliation Process”); c. Requiring the Debtors to file a final report with the Court (the “Final Report”), and serve such Final Report on the U.S. Trustee, the Committee, and all parties who have requested for service pursuant to Bankruptcy Rule 2002, upon (i) liquidation or other disposition of all of the Debtors’ remaining assets including the Litigation Claims; and (ii) completion of the Administrative Claim Reconciliation Process and, if applicable, the Priority Claim Reconciliation Process; d. Authorizing and approving the Debtors’ budget annexed to the Initial Order as Exhibit 1, effective as of January 1, 2021, for the wind down and dismissal of the Chapter 11 Cases (the “Wind Down Budget”), and which Wind Down Budget shall include a reserve for the funding and payment of Professional Fees incurred by Professionals on and after January 1, 2021 that are related to the wind down and the dismissal of the cases (the “Wind Down Professional Fee Reserve”); e. Requiring all Professionals to file final requests for allowance and payment of all Professional Fees, to the extent not already done, not later than thirty days (30) days prior to an omnibus hearing to be scheduled and noticed by the Debtors in advance of the filing of the Final Report and entry of the form of Dismissal Order; f. Authorizing, but not directing, the Debtors to destroy all remaining Books and Records as soon as practicable after the Dismissal Order is entered; and g. Authorizing the Debtors to remit unspent funds from the Wind Down Budget post-dismissal that would result in a distribution of $75 or less to creditors to the Clerk of the Court.

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17. In addition, the Debtors request entry of the Dismissal Order (upon filing of a certification of counsel stating that the conditions precedent to dismissal have been met as set forth in the Final Report) dismissing the Chapter 11 Cases pursuant to section 1112(b) of the Bankruptcy Code and authorizing the dissolution of each of the Debtors under applicable state law. BASIS FOR RELIEF REQUESTED A. These Cases Must be Dismissed if the Elements for “Cause” Are Shown Under Section 1112(b)(4) of the Bankruptcy Code 18. Upon the request of a party in interest, section 1112(b)(1) of the Bankruptcy Code provides that, absent unusual circumstances, a court “shall” dismiss a chapter 11 bankruptcy case (or convert such case to a case under chapter 7) “for cause.” 11 U.S.C. § 1112(b)(1). The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (“BAPCPA”) changed the statutory language with respect to conversion or dismissal from permissive to mandatory. SeeH.R. Rep. No. 109-31(I), at 442, reprinted in 2005 U.S.C.C.A.N. 88, 94 (stating that the Act “mandate[s] that the court convert or dismiss a chapter 11 case, whichever is in the best interests of creditors and the estate, if the movant establishes cause, absent unusual circumstances.”); see also In re Gateway Access Solutions, Inc., 374 B.R. 556 (Bankr. M.D. Pa. 2007) (stating that the amendments to section 1112 limit the court’s discretion to refuse to dismiss or convert a chapter 11 case upon a finding of cause); accord In re TCR of Denver, LLC (“TCR”), 338 B.R. 494, 498 (Bankr. D. Colo. 2006) (“Congress has purposefully limited the role of this Court in deciding issues of conversion or dismissal, such that this Court has no choice, and no discretion, in that it ‘shall’ dismiss or convert a case under Chapter 11 if the elements for ‘cause’ are shown under 11 U.S.C. § 1112(b)(4).”) (emphasis in original). 19. The amendments to section 1112 thus limit the Court’s discretion to refuse to dismiss or convert a chapter 11 case upon a finding of cause. SeeIn re 3 Ram, Inc., 343 B.R. 113,

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119 (Bankr. E.D. Pa. 2006) (“Under new § 1112 when cause is found, the court shall dismiss or convert unless special circumstances exist that establish that the requested conversion or dismissal is not in the best interests of creditors and the estate.”) (emphasis in original); see also In re Broad Creek Edgewater, LP, 371 B.R. 752, 759 (Bankr. D.S.C. 2007). For reasons more fully explained below, the Debtors submit that the Court should dismiss the Chapter 11 Cases because cause exists. Further, dismissal (and not conversion to a case under chapter 7) is in the best interests of the Debtors and their estates. B. Cause Exists to Dismiss the Chapter 11 Cases Due to Insufficient Assets to Confirm a Plan 20. Section 1112(b)(4) of the Bankruptcy Code provides a non-exhaustive list of sixteen grounds for dismissal. 11 U.S.C. § 1112(b)(4)(A)-(P). See In re Gateway Access Solutions, Inc., 374 B.R. at 561 (“Generally, such lists are viewed as illustrative rather than exhaustive, and the Court should ‘consider other factors as they arise.’”) (quoting In re Brown, 951 F.2d 564, 572 (3d Cir. 1991)); In re 3 Ram, Inc., 343 B.R. at 117 (“While the enumerated examples of ‘cause’ to convert or dismiss a chapter 11 case now listed in § 1112(b)(4) have changed under BAPCPA, the fact that they are illustrative, [and] not exhaustive has not.”) (citation omitted); accord In re Frieouf, 938 F.2d 1099, 1102 (10th Cir. 1991) (stating that section 1112(b)’s list is non-exhaustive).6 21. One statutory basis to dismiss a case is where a party in interest shows that (a) there has been a “loss” or “diminution” of value of the estate and (b) the debtor does not have a 6 In TCR, the court recognized the apparent typographical error in section 1112(b)(4) of the Bankruptcy Code. See 338 B.R. at 498-500. The sixteen illustrative examples of “cause” set forth in that section are linked by the word “and” after subsection (O). See id. Accordingly, strict construction of the statute would require that a debtor establish all of the items constituting “cause” before a case can be dismissed by the court. See id. The TCR Court held that Congress could not have intended to require a “perfect storm” of all sixteen circumstances listed before a case may be dismissed. Id. at 498.

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“reasonable likelihood of rehabilitation.” 11 U.S.C. § 111(b)(4)(A); see also In re Photo Promotion Assocs., Inc., 47 B.R. 454, 458 (S.D.N.Y. 1985); see also In re Citi-Toledo Partners, 170 B.R. 602, 606 (Bankr. N.D. Ohio 1994) (“The accumulation of real estate taxes . . . impaired the value of the estate.”); In re Clarkson, 767 F.2d 417, 420 (8th Cir. 1985) (stating that dismissal warranted where “the absence of financial data and certain sources of income for the [debtors] indicate[d] the absence of a reasonable likelihood of rehabilitation”). Further, the dismissal of a chapter 11 case has been found appropriate where “a feasible plan is not possible.” In re 3 Ram, Inc., 343 B.R. at 118. “If [a] Chapter 11 [debtor] cannot achieve . . . reorganization within the statutory requirements of the Bankruptcy Code, then there is no point in expending estate assets on administrative expenses . . . .” Id. (citing, inter alia, In re Brown, 951 F.2d at 572). 22. As detailed above, the Debtors are no longer in business and are well on the way to liquidating the handful of Litigation Claims and what other assets remain in the estates. With no business to reorganize, and the liquidation of the Litigation Claims not expected to yield recoveries for general unsecured creditors, there is no economic or legal justification to pursue a plan of reorganization or liquidation. Accordingly, the Debtors submit that cause exists to dismiss the Chapter 11 Cases pursuant to section 1112(b)(4) of the Bankruptcy Code and related relevant case law. C. Dismissal is in the Best Interests of the Debtors’ Creditors and Their Estates 23. Once a court determines that cause exists to grant relief under section 1112(b) of the Bankruptcy Code, the court must then evaluate whether dismissal is in the best interests of the debtor’s creditors and estate. See, e.g., In re Superior Siding & Window, Inc., 14 F.3d 240, 242 (4th Cir. 1994) (“Once ‘cause’ is established, a court is required to consider this second question of whether to dismiss or convert.”). A variety of factors demonstrate that it is in the best interest of the Debtors’ estates and their creditors to dismiss the Chapter 11 Cases.

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24. First, dismissal satisfies the “best interests of creditors” test where a debtor has nothing to reorganize and the debtor’s assets are fixed and liquidated. See In re Camden Ordnance Mfg. Co. of Ark., Inc., 245 B.R. 794, 799 (E.D. Pa. 2000) (reorganization to salvage business which ceased operations was unfeasible); In re Brogdon Inv. Co., 22 B.R. 546, 549 (Bankr. N.D. Ga. 1982) (court dismissed chapter 11 proceeding in part where there was “simply nothing to reorganize” and no reason to continue the reorganization). As stated above, the Debtors have nothing left to reorganize and they are not in a position to prosecute and confirm a chapter 11 plan. Similarly, with administrative and priority creditors unlikely to be paid in full upon liquidation of the Debtors’ remaining assets, there is no rationale to layering an additional administrative burden on these estates in the form of a chapter 7 trustee for the sole purpose of handing off a wind down that is already well underway. Simply put, a hypothetical conversion of the Chapter 11 Cases to chapter 7 actually works to sharply degrade, rather than improve, distributions to these creditor groups and does absolutely nothing to move the needle on the unlikelihood of unsecured creditors receiving distributions in these Chapter 11 Cases. 25. Second, courts have found that dismissal is in the “best interests of creditors” where an interested party, other than the debtor, supports the dismissal of the debtor’s chapter 11 case. See In re Camden Ordinance Mfg. Co. of Ark., Inc., 245 B.R. at 800; In re Mazzocone, 183 B.R. 402, 414 (Bankr. E.D. Pa. 1995), aff’d, 200 B.R. 568 (E.D. Pa. 1996) (factors weighed more heavily in favor of dismissal of chapter 11 case rather than conversion to chapter 7 where debtor and U.S. Trustee both favored dismissal). The Debtors have consulted with the Committee regarding the dismissal of these Chapter 11 Cases as set forth herein, and will continue to work to obtain the Committee’s support prior to any hearing on the Motion.

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26. Third, a court may find dismissal to be in the “best interests of the creditors” where a debtor demonstrates the ability to oversee its own liquidation. See In re Camden Ordinance Mfg. Co. of Ark., Inc., 245 B.R. at 800; In re Mazzocone, 183 B.R. at 412 (“Only when a Chapter 11 debtor has no intention or ability to . . . perform its own liquidation . . . should a debtor not be permitted to remain in bankruptcy . . . .”). Here, to the extent this factor is applicable, the Debtors have already liquidated the vast majority of their assets and only a handful of matters are pending before the Court, i.e., the Litigation Claims. The Debtors believe that these adversary proceedings are likely subject to resolution in 2021 as the United States emerges from the pandemic and the Court is able to resume regular operations. 27. For these reasons, the Debtors submit that a dismissal pursuant to section 1112 of the Bankruptcy Code is in the best interest of the Debtors’ creditors and their estates. D. Dismissal of the Chapter 11 Cases is Warranted Under Section 305(a) of the Bankruptcy Code 28. Cause also exists to dismiss the Chapter 11 Cases pursuant to section 305(a) of the Bankruptcy Code, which provides that the “court, after notice and a hearing, may dismiss a case under this title . . . at any time if—(1) the interests of creditors and the debtor would be better served by such dismissal or suspension . . . .” 11 U.S.C. § 305(a); see generally In re AMC Investors, LLC, 406 B.R. 478, 487-88 (Bankr. D. Del. 2009). 29. Whether dismissal is appropriate under this provision is determined on a case-by-case basis and rests in the sound discretion of the bankruptcy court. See In re Sky Grp. Int’l, Inc., 108 B.R. 86, 91 (Bankr. W.D. Pa. 1989). Many factors are considered when determining the best interests of creditors and the debtor, including (a) the economy and efficiency of administration, (b) whether federal proceedings are necessary to reach a just and equitable solution, (c) whether there is an alternative means of achieving an equitable distribution of assets, and (d) whether the

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debtor and the creditors are able to work out a less expensive out-of-court arrangement that better serves all interests in the case. SeeIn re AMC Investors, LLC, 406 B.R. at 488. 30. Here, as described above, cause exists for dismissal under section 305 of the Bankruptcy Code. The Debtors have long sold off their operating assets, and the only remaining assets consist of the Litigation Claims (the liquidation of which is well underway) and a smattering of other assets that include tax refunds and class action proceeds. The conversion of these cases to chapter 7 adds nothing to the efficacy to the ongoing liquidation process and actually works to harm distributions by increasing the Debtors’ administrative burden. Dismissal of the Chapter 11 Cases, among other things, provides the most efficient, cost-effective method of effectuating the wind-down of the Debtors’ estates. E. The Proposed Dismissal Complies with Applicable Law Governing Distributions 31. The proposed dismissal complies with applicable law governing distributions of estate property. Specifically, a final disposition “in connection with the dismissal of a Chapter 11 case cannot, without the consent of the affected parties, deviate from the basic priority rules” contained within the Bankruptcy Code. Jevic, 137 S. Ct. at 978. In other words, a debtor may not use dismissal as a means to distribute assets to a favored class of “low-priority general unsecured creditors” while “skipping” a disfavored class that would otherwise be entitled to priority of payment under a plan of liquidation. See id. Here, the Debtors’ secured indebtedness has been retired in full, and the Initial Order does not contemplate any distributions to administrative and/or priority creditors by means of skipping a disfavored, higher priority class in violation of basic priority rules. Accordingly, the Debtors submit that the relief requested herein does not run afoul of Jevic.

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F. The Court Should Approve the Wind Down Budget and Establish Procedures to Approve Professional Fees 32. In connection with winding down the Debtors’ estates and the dismissal of the Chapter 11 Cases, the Debtors seek the Court’s approval (a) of the Wind Down Budget, effective as of January 1, 2021, and (b) of procedures for the final payment of Professional Fees and expenses incurred by Professionals on behalf of the Debtors’ estates throughout the Chapter 11 Cases notwithstanding any provisions to the contrary in the Interim Compensation Order. 33. The Wind Down Budget provides for the funding in the form of the Wind Down Professional Fee Reserve a reasonable amount of Professional Fees incurred on and after January 1, 2021 for the wind down of the Debtors’ estates and dismissal of the Chapter 11 Cases. All Professional Fees subject to payment from the Wind Down Professional Fee Reserve are subject further to Court approval upon submission of Final Fee Applications (defined below). All outstanding Professional Fees incurred by the Professionals prior to January 1, 2021 are not subject to payment from the Wind Down Professional Fee Reserve, and if approved by the Court, shall receive distributions as allowed administrative claims. If there are insufficient funds to pay all administrative fees and expenses in full, the allowed Professional Fees arising prior to January 1, 2021 shall be paid pro rata with all other administrative claims. 34. The Debtors also request authority to use the Wind Down Budget to pay or fund, as applicable, (a) any remaining obligations owed to the U.S. Trustee and (b) any remaining obligations owed to the Debtors’ claims and noticing agent. To the extent that any funds remain in the Wind Down Budget (including the Wind Down Professional Fee Reserve), after payment of Professional Fees and all other wind down fees and expenses as set forth therein, such funds shall be paid in order of priority to administrative and priority creditors.

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35. The Debtors further request that the Court require all Professionals to file final requests for allowance and payment of all Professional Fees incurred (i) prior to January 1, 2021, which if allowed shall be entitled to administrative priority; and (ii) on and after January 1, 2021 and subject to payment from the Wind Down Professional Fee Reserve (collectively, the “Final Fee Applications”), to the extent not already done, not later than thirty days (30) days prior to an omnibus hearing that will be scheduled by the Debtors with the Court and noticed in advance of filing the Final Report and seeking entry by the Court of the form of Dismissal Order. G. The Court Should Authorize the Debtors to Abandon and Destroy Remaining Books and Records 36. Section 554(a) of the Bankruptcy Code and Bankruptcy Rule 6007 authorize a debtor-in-possession, upon notice and a hearing, to abandon estate property that is of little value to the estate or is otherwise burdensome to maintain. As one bankruptcy court has noted, if a debtor “feels an asset is of inconsequential value and benefit to the estate or that it is ‘burdensome to the estate,’ [the debtor] may abandon it.” In re Reich, 54 B.R. 995, 1004 (Bankr. E.D. Mich. 1985). 37. Here, the Debtors request that the Court authorize, but not direct, the Debtors to abandon and destroy any remaining Books and Records pursuant to sections 105(a) and 554 of the Bankruptcy Code, and Bankruptcy Rule 6007. The remaining Books and Records will be of no value to the Debtors upon resolution of the Litigation Claims and after dismissal of the Chapter 11 Cases. For this reason, and the fact that the Debtors lack funds to spend on storage and maintenance of Books and Records, the Debtors submit that they should not incur the costs associated with maintaining and storing Books and Records that have no value to their estates.

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38. Therefore, the Debtors submit that the relief requested herein with respect to the Books and Records is necessary, prudent, and in the best interests of the Debtors’ estates and therefore should be granted. H. The Debtors Should be Dissolved 39. The Debtors respectfully submit that it is appropriate and necessary for the Court to authorize the dissolution of the Debtors. The Debtors have no further business to conduct or other purpose to remain active entities in their jurisdictions, and absent their prompt dissolution, the Debtors may incur additional taxes and statutory fees owing to their continued existence. Accordingly, it is in the best interests of the Debtors’ estates for the Debtors to dissolve as soon as practicable. Upon the entry of the Dismissal Order, counsel to the Debtors may file all documents necessary to effectuate and evidence such dissolution in accordance with applicable state law. I. All Prior Releases, Stipulations, Settlements, Rulings, Orders and Judgments Should Remain Binding and Should Continue To Have Full Force and Effect 40. The dismissal of a chapter 11 case ordinarily vacates certain orders previously entered by the bankruptcy court and restores all parties to the prepetition status quo. See 11 U.S.C. § 349(b). A bankruptcy court may, however, “for cause, order[ ] otherwise . . . .” Id. Given the circumstances and posture of the Chapter 11 Cases, the Debtors submit that ample cause exists to allow all prior orders, releases, stipulations, settlements, rulings, and judgments entered by the Court in connection with the Chapter 11 Cases to be given continued effect, notwithstanding the requested dismissal. J. The Certification Process and the Request for Entry of Final Dismissal Order is Reasonable Under the Circumstances 41. As soon as reasonably practicable following the filing of the Final Report and the certification of counsel stating that the conditions precedent to dismissal have been met (the “Certification”), the Debtors request that the Court enter the Dismissal Order, substantially in the

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form attached hereto as Exhibit B, dismissing the Chapter 11 Cases. Among other things, the Certification will verify that: (a) all quarterly fees of the U.S. Trustee owed in connection with the Chapter 11 Cases have been paid in full; and (b) Professional Fees incurred in the Chapter 11 Cases have been approved on a final basis (to the extent applicable). The Dismissal Order will dismiss the Chapter 11 Cases immediately upon entry. 42. The Debtors intend to serve both the Final Report and the Certification on the U.S. Trustee and all entities that have requested notice pursuant to Bankruptcy Rule 2002 (the “Notice Parties”), but will not send the Final Report or the Certification to the Debtors’ entire matrix of creditors and parties in interest, as such parties will receive reasonable notice of the proposed dismissal through notice of this Motion. NOTICE 43. Notice of this Motion will be provided to: (a) the U.S. Trustee; (b) counsel to the Committee; and (c) all parties who have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule 2002. 44. In addition, the Debtors are serving a separate notice, a copy of which is annexed hereto as Exhibit C (the “Dismissal Notice”), by first-class United States Mail to all creditors (but not including the full customer list set forth in Schedule E/F-2 of the amended schedules for Debtor Gregg Appliances, Inc. [Dkt. No. 32], given such list is too voluminous) as provided in Bankruptcy Rule 2002(a)(4). The Dismissal Notice will not include the Motion but provides specific information on how to obtain a copy of the Motion free of charge and the procedures for filing objections to the Motion. The Debtors submit that, under the circumstances, no other or further notice is necessary.

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objection to (a) undersigned counsel to the Debtors to (b) Office of the U.S. Trustee, Attn: Ronald Moore, 101 W. Ohio Street, Suite 1000, Indianapolis, IN 46204. FINALLY, YOU ARE NOTIFIED that if no objection is timely filed with respect to the Motion, the Court may enter the Orders granting the relief requested in the Motion and such other relief as may be required without conducting an actual hearing. If an objection is timely filed, the Court will schedule a hearing to consider the Motion and objection(s), at which you and your attorney are expected to attend. Dated: July 1, 2021 Respectfully submitted, MORGAN,LEWIS &BOCKIUS LLP Craig A. Wolfe (pro hac vice admitted) Andrew J. Gallo 101 Park Avenue New York, NY 10178 Telephone: (212) 309-6000 craig.wolfe@morganlewis.com andrew.gallo@morganlewis.com -and- ICE MILLER LLP By: /s/ Jeffrey A. Hokanson Jeffrey A. Hokanson (No. 14579-49) One American Square, Suite 2900 Indianapolis, IN 46282-0200 Telephone: (317) 236-2100 Jeff.Hokanson@icemiller.com Counsel to the Debtors and Debtors in Possession

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