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Full title: Third Motion to Extend Exclusivity Period for Filing a Chapter 11 Plan and Disclosure Statement filed by Andrew R. Gottesman on behalf of Cosmoledo, LLC with hearing to be held on 6/1/2021 at 10:00 AM at Teleconference Line (CourtSolutions) (MEW) Responses due by 5/25/2021,. (Gottesman, Andrew) (Entered: 05/11/2021)

Document posted on May 10, 2021 in the bankruptcy, 18 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Cosmoledo, LLC (6787); Breadroll, LLC, (3279); 688 Bronx Commissary, LLC (6515); 95 Broad Commissary, LLC (2335); 178 Bruckner Commissary, LLC (2581); 8 West Bakery, LLC (6421); NYC 1294 Third Ave Bakery, LLC (2001); 921 Broadway Bakery, LLC (2352); 1800 Broadway Bakery, LLC (8939); 1535 Third Avenue Bakery, LLC (1011); 2161 Broadway Bakery, LLC (2767); 210 Joralemon Bakery, LLC (4779); 1377 Sixth Avenue Bakery, LLC (9717); 400 Fifth Avenue Bakery, LLC (6378); 1400 Broadway Bakery, LLC (8529); 575 Lexington Avenue Bakery, LLC (9884); 685 Third Avenue Bakery, LLC (9613); 370 Lexington Avenue Bakery, LLC (0672); 787 Seventh Avenue Bakery, LLC (6846); 339 Seventh Avenue Bakery, LLC (1406); and 55 Hudson Yards Bakery, LLC (7583). PLEASE TAKE FURTHER NOTICE that a hearing (the “Hearing”) will be held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on June 1, 2021 at 10:00 a.m. Fl., New York, New York 10016, Attn: Andrew Gottesman, gottesman@mintzandgold.com, counsel for the Debtors (ii) Office of the United States Trustee for the Southern District of New York 201 Varick Street, Room 1006, New York, NY 10014 Attn: Brian Masumoto, Esq., Brian.Masumoto@usdoj.gov; (iii) Willkie Farr and Gallagher, 787 Seventh Avenue New York, New York 10019 Attn: Paul V. Shalhoub, Esq.,The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Cosmoledo, LLC (6787); Breadroll, LLC, (3279); 688 Bronx Commissary, LLC (6515); 95 Broad Commissary, LLC (2335); 178 Bruckner Commissary, LLC (2581); 8 West Bakery, LLC (6421); NYC 1294 Third Ave Bakery, LLC (2001); 921 Broadway Bakery, LLC (2352); 1800 Broadway Bakery, LLC (8939); 1535 Third Avenue Bakery, LLC (1011); 2161 Broadway Bakery, LLC (2767); 210 Joralemon Bakery, LLC (4779); 1377 Sixth Avenue Bakery, LLC (9717); 400 Fifth Avenue Bakery, LLC (6378); 1400 Broadway Bakery, LLC (8529); 575 Lexington Avenue Bakery, LLC (9884); 685 Third Avenue Bakery, LLC (9613); 370 Lexington Avenue Bakery, LLC (0672); 787 Seventh Avenue Bakery, LLC (6846); 339 Seventh Avenue Bakery, LLC (1406); and 55 Hudson Yards Bakery, LLC (7583).Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) pursuant to Section 1121 of the Bankruptcy Code, extending the Debtors’ Exclusive Periods, without prejudice to the Debtor’s right to seek further extensions to the Exclusive Periods; and the Court having reviewed the Motion and held a hearing to consider the relief requested in the Motion (the “Hearing”); and, no objections to the Motion having been received; and after due deliberation, the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish jus

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MINTZ & GOLD LLP Hearing Date: June 1, 2021 at 10:00 a.m. 600 Third Avenue, 25th Floor New York, New York 10016 Telephone: (212) 696-4848 Objections Due: May 25, 2021 at 4:00 p.m Facsimile: (212) 696-1231 Andrew R. Gottesman, Esq. Gabriel Altman, Esq. Attorneys for the Debtors UNITED STATES BANKRUPTCY COURT Chapter 11 SOUTHERN DISTRICT OF NEW YORK In re: Case No. 20-12117 (MEW) COSMOLEDO, LLC, et al.1 Jointly Administered Debtors. NOTICE OF HEARING ON THE DEBTOR’S THIRD MOTION TO EXTEND THE EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND TO SOLICIT ACCEPTANCES THEREOF PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that on May 11, 2021, Cosmoledo, LLC (“Cosmoledo”), and its affiliated debtors and debtors in possession in the above-captioned cases (collectively the “Debtors”) filed the annexed Third Motion Seeking Entry of an Order Extending the Debtors’ Exclusive Periods in Which to File a Chapter 11 Plan of Liquidation and to Solicit Acceptances Thereof Pursuant to Section 1121(d) of Title 11 of the United States Code (the “Bankruptcy Code”) as supplemented by Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Cosmoledo, LLC (6787); Breadroll, LLC, (3279); 688 Bronx Commissary, LLC (6515); 95 Broad Commissary, LLC (2335); 178 Bruckner Commissary, LLC (2581); 8 West Bakery, LLC (6421); NYC 1294 Third Ave Bakery, LLC (2001); 921 Broadway Bakery, LLC (2352); 1800 Broadway Bakery, LLC (8939); 1535 Third Avenue Bakery, LLC (1011); 2161 Broadway Bakery, LLC (2767); 210 Joralemon Bakery, LLC (4779); 1377 Sixth Avenue Bakery, LLC (9717); 400 Fifth Avenue Bakery, LLC (6378); 1400 Broadway Bakery, LLC (8529); 575 Lexington Avenue Bakery, LLC (9884); 685 Third Avenue Bakery, LLC (9613); 370 Lexington Avenue Bakery, LLC (0672); 787 Seventh Avenue Bakery, LLC (6846); 339 Seventh Avenue Bakery, LLC (1406); and 55 Hudson Yards Bakery, LLC (7583).

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9006-2 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”)(the “Motion”). PLEASE TAKE FURTHER NOTICE that a hearing (the “Hearing”) will be held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on June 1, 2021 at 10:00 a.m. (Eastern Time), or as soon thereafter as counsel may be heard, telephonically or in Courtroom 617, One Bowling Green, New York, New York 10004 to consider approval of the Motion. PLEASE TAKE FURTHER NOTICE that parties wishing to participate in the Hearing must make arrangements through CourtSolutions LLC (www.courtsolutions.com). Instructions to register for CourtSolutions LLC are attached to the Court’s General Order M-543. PLEASE TAKE FURTHER NOTICE that written responses or objections, if any, to the Motion must: (a) be made in writing; (b) state with particularity the grounds therefor; (c) conform to the Bankruptcy Rules and the Local Rules; (d) be filed with the United States Bankruptcy Court for the Southern District of New York; and (e) served, with copies to Chambers, upon (i) Mintz & Gold LLP 600 Third Ave., 25th Fl., New York, New York 10016, Attn: Andrew Gottesman, gottesman@mintzandgold.com, counsel for the Debtors (ii) Office of the United States Trustee for the Southern District of New York 201 Varick Street, Room 1006, New York, NY 10014 Attn: Brian Masumoto, Esq., Brian.Masumoto@usdoj.gov; (iii) Willkie Farr and Gallagher, 787 Seventh Avenue New York, New York 10019 Attn: Paul V. Shalhoub, Esq., pshalhoub@willkie.com, counsel to the holder of Cosmoledo’s equity interests; (iv) Hahn & Hessen LLP, 488 Madison Avenue, New York, New York 10022, Attn: Mark Indelicato, Esq., mindelicato@hahnhessen.com, counsel to the Creditors’ Committee, (vi) United States Attorney’s Office for the Southern District of New York, 86 Chambers Street, New York, New York 10007, Attn: Anthony J. Sun, Esq.

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anthony.sun@usdoj.gov, and (vii) all other parties who have requested notice under Bankruptcy Rule 2002 so as to be received no later than May 25, 2021 at 4:00 p.m. (Eastern Time). PLEASE TAKE FURTHER NOTICE that unless objections to the Motion are received by the deadlines set forth herein, the Court may enter an order approving the relief sought therein and in the Cash Collateral Motion at the Hearing. PLEASE TAKE FURTHER NOTICE that copies of the Motions and all pleadings and other papers filed in these chapter 11 cases may be obtained, free from charge, by visiting the Debtors’ restructuring website at www.donlinrecano.com/maisonkayserusa. As an alternative, copies of the Motions and all pleadings and other papers filed in these chapter 11 cases may be obtained by: (i) accessing the Court’s website at www.nysb.uscourts.gov, or (ii) contacting the Office of the Clerk of the Court at One Bowling Green, New York, New York 10004. Note that a PACER password is needed to access documents on the Court’s website. Dated: May 11, 2021 New York, New York MINTZ & GOLD LLP By: /s/ Andrew Gottesman Andrew R. Gottesman Gabriel Altman 600 Third Avenue, 25th Floor New York, New York 10016 gottesman@mintzandgold.com altman@mintzandgold.com Telephone: (212) 696-4848 Facsimile: (212) 696-1231 Attorneys for the Debtors

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MINTZ & GOLD LLP Hearing Date: June 1, 2021 at 10:00 a.m. 600 Third Avenue, 25th Floor New York, New York 10016 Objections Due: May 25, 2021 at 4:00 p.m. Telephone: (212) 696-4848 Facsimile: (212) 696-1231 Andrew R. Gottesman, Esq. Gabriel Altman, Esq. Attorneys for the Debtors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 COSMOLEDO, LLC, et al.1 Case No. 20-12117 (MEW) Jointly Administered Debtors. DEBTOR’S THIRD MOTION TO EXTEND THE EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND TO SOLICIT ACCEPTANCES THEREOF PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE Cosmoledo LLC (“Cosmoledo”) and certain of its affiliates, the debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), this third motion (the “Motion”) seeking entry of an order extending the Debtors’ exclusive periods in which to file a chapter 11 plan of liquidation and to solicit acceptances thereof pursuant to Section 1121(d) of Title 11 of the United States Code (the “Bankruptcy Code”) as supplemented by Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 9006-2 of the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Cosmoledo, LLC (6787); Breadroll, LLC, (3279); 688 Bronx Commissary, LLC (6515); 95 Broad Commissary, LLC (2335); 178 Bruckner Commissary, LLC (2581); 8 West Bakery, LLC (6421); NYC 1294 Third Ave Bakery, LLC (2001); 921 Broadway Bakery, LLC (2352); 1800 Broadway Bakery, LLC (8939); 1535 Third Avenue Bakery, LLC (1011); 2161 Broadway Bakery, LLC (2767); 210 Joralemon Bakery, LLC (4779); 1377 Sixth Avenue Bakery, LLC (9717); 400 Fifth Avenue Bakery, LLC (6378); 1400 Broadway Bakery, LLC (8529); 575 Lexington Avenue Bakery, LLC (9884); 685 Third Avenue Bakery, LLC (9613); 370 Lexington Avenue Bakery, LLC (0672); 787 Seventh Avenue Bakery, LLC (6846); 339 Seventh Avenue Bakery, LLC (1406); and 55 Hudson Yards Bakery, LLC (7583).

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Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”). In support of the Motion, the Debtors respectfully state as follows: BACKGROUND 1. On September 10, 2020, Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petition Date”). 2. The Debtors continue to manage their property as debtors and debtors in possession pursuant to Bankruptcy Code §§ 1107(a) and 1108. No trustee or examiner has been appointed in this case. An Official Committee of Unsecured Creditors (the “Creditors’ Committee”) was appointed by the Office of the United States Trustee for Region 2 (the “UST”) on September 18, 2020. 3. The Debtors owned and operated sixteen (16) fine casual bakery cafés (each a “Store,” and collectively, the “Stores”) in New York City under the trade name “Maison Kayser.” Maison Kayser, a global brand, is an authentic artisanal French boulangerie that has been doing business in New York since 2012. Despite its loyal customer base, the Debtors’ production and operational costs required a reorganization of their production facilities and store level management that was completed throughout 2019 into early 2020. At approximately the same time this restructuring was nearing completion, Governor Cuomo declared a state of emergency for the State of New York which required the Debtors to temporarily cease operations.2 4. In March 2020, the Debtors’ post-COVID business plan called for them to reopen their Stores in June at the latest. At the time, Breadroll LLC, (“Breadroll”), one of the Debtors, was the employer of the majority of the Debtor’s workforce. Accordingly, Breadroll applied for a loan under the Paycheck Protection Program (“PPP”) offered by the Small Business 2 See New York State Exec. Order No. 202, dated March 7, 2020.

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Administration under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Section 7(a)(36) of the Small Business Act (the “PPP Loan”). The PPP Loan was funded on April 20, 2020 in the amount of $6,662,292. After additional delays in the reinstatement of in-house dining caused by the COVID 19 pandemic, the Debtors determined they would reopen their Stores in September. Ultimately however, the Debtors concluded that there was too great a risk that future operations would fail to generate sufficient capital to repay their obligations in the ordinary course of business and continue profitable operations in the near term. Consequently, the Debtors decided to not reopen their Stores and began seeking restructuring alternatives in mid-July. 5. Following a marketing effort that yielded a potential purchaser and significant bid, the Debtors filed these cases to seek approval of a sale of the Debtor’s assets and effectuate an orderly liquidation of the remainder of their assets. Without the protection available under of the Bankruptcy Code, the Debtors would have undoubtedly faced an immediate and irreparable reduction of their asset base, including their interests under the non-residential leases for many of their Stores. On November 2, 2020, the Court entered an order approving the sale of all or substantially all of the assets of the Debtors to MK USA, LLC, and its affiliates (the “Sale”). [ECF No.: 166]. The Sale closed that same day. [ECF No.: 168]. 6. On October 21, 2020, the Debtors filed a Motion of the Debtors for Authorization to Use Funds to Repay Certain Prepetition Obligations Guaranteed by the Small Business Administration [ECF No.: 136] (the “PPP Motion”). Through the PPP Motion, the Debtors seek authority to repay the PPP Loan because much of the PPP Loan was not utilized for the purposes required by the CARES Act prior to filing. Approximately $5.3 million of the PPP Loan remains in the Debtor’s control. The Creditors’ Committee has indicated its position that the PPP Loan is

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an unsecured obligation that can be used as part of a pro-rata payout to all creditors through a plan. The Debtors, the Small Business Administration, the Department of Justice and the Creditors’ Committee have been negotiating the consensual use of the remaining PPP Loan Funds under a plan. At the parties’ request, the Court has adjourned any hearing on the PPP Motion through and including May 12, 2021. 7. The Debtors filed a Motion to Extend the Exclusive Periods to File A Chapter 11 Plan and To Solicit Acceptances Thereof Pursuant to Section 1121(D) Of the Bankruptcy Code on January 5, 2021 [ECF No. 212] (the “First Extension Motion”). No objections to the relief sought in the First Extension Motion and the Court entered and order extending the Debtors’ exclusive period to file a plan of liquidation through March 12, 2021 and the Debtors’ exclusive period to solicit that plan through May 11, 2021 [ECF No. 249](the “First Extension Order”). 8. On March 11, 2021, the Debtors filed the Debtors’ Second Motion Seeking Entry of an Order Extending the Debtors’ Exclusive Periods in Which to File a Chapter 11 Plan of Liquidation and to Solicit Acceptances Thereof Pursuant to Section 1121(d) of Title 11 of the United States Code [ECF No. 273] (the “Second Extension Motion”). No objections to the relief sought in the Second Extension Motion and the Court entered and order extending the Debtors’ exclusive period to file a plan of liquidation through May 12, 2021 and the Debtors’ exclusive period to solicit that plan through June 14 11, 2021 [ECF No .287] (the “Second Extension Order”). JURISDICTION 9. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated August 28, 1986, as amended by order dated January 21, 2012

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This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of this proceeding and of this Application is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 10. The statutory predicates for the relief requested herein are Section 1121(d) of the Bankruptcy Code, Bankruptcy Rule 9006(b)(1) and Local Rule 9006-2. RELIEF REQUESTED 11. Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after the commencement of a chapter 11 case during which a debtor has the exclusive right to file a plan (the “Exclusive Filing Period”). Under Section 1121(c)(3) of the Bankruptcy Code, if a debtor files a plan within the Exclusive Filing Period, then it has an initial period of 180 days from the commencement date of its chapter 11 case to solicit acceptances of such plan (the “Exclusive Solicitation Period,” and together with the Exclusive Filing Period, the “Exclusive Periods”). Under the First Extension Order. The Debtors’ current Exclusive Filing Period expires on May 12, 2021 and the Debtors’ Exclusive Solicitation Period expires on June 14, 2021. 12. By this Motion, the Debtor respectfully requests that this Court enter an order pursuant to Section 1121(d) of the Bankruptcy Code, Bankruptcy Rule 9006(b)(1) and Local Rule 9006-2 further extending the Debtor’s (a) Exclusive Filing Period to file a chapter 11 plan herein for an additional 30 days, through and including June 10, 2021; and (b) Exclusive Solicitation Period for an additional 47 days, through and including July 31, 2021. Although the Debtors does not believe such relief will be necessary, the Debtors further requests that such extensions be without prejudice to the Debtor’s rights to request further extensions of the Exclusive Periods, or to seek other appropriate relief. 13. This is the Debtor’s third request for extension of the Exclusive Periods.

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14. As set forth below, the Debtor respectfully submits that ample cause exists to extend the Exclusive Periods. BASIS FOR RELIEF 15. The Exclusive Periods under Section 1121(b) of the Bankruptcy Code are intended to afford a debtor a full and fair opportunity to propose a chapter 11 plan and to solicit acceptances of that plan without the deterioration and disruption to the operational restructuring of its financial affairs that might be caused by the filing of competing plans by non-debtor parties. The primary objective of a chapter 11 case is the formulation, confirmation, and consummation of a consensual chapter 11 plan, and the Debtor intends to achieve this objective. An extension is appropriate in circumstances where, as here, the initial Exclusive Periods would expire before the Debtor can achieve certainty on a major issue in the case thus denying a full and fair opportunity to negotiate and propose a confirmable plan that is in the best interests of all creditors. 16. It is well established that the decision to extend the Exclusive Periods is left to the sound discretion of the Bankruptcy Court and should be based upon the facts and circumstances of a particular case. See, e.g., In re Adelphia Communications Corp., 336 B.R. 610, 674 (Bankr. S.D.N.Y. 2006). 17. Section 1121(d) of the Bankruptcy Code allows the Court to extend the Debtor’s Exclusive Periods for “cause” and provides: On request of a party in interest made within the respective periods specified in subsections (b) and (c) of this Section and after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this Section. 11 U.S.C. § 1121(d). 18. Section 1121(d)(2), however, provides that the 120-day period “may not be extended beyond a date that is 18 months after the [commencement] date” and the 180-day period

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“may not be extended beyond a date that is 20 months after the [commencement] date.” 11 U.S.C. § 1121(d)(2). 19. Although the Bankruptcy Code does not define “cause” for an extension of the Exclusive Periods, courts have looked to the legislative history of Section 1121(d) of the Bankruptcy Code for guidance and have found that Congress intended “cause” to be a flexible standard, and for the Exclusive Periods to be of an adequate length, given the circumstances, for a debtor to formulate, negotiate, draft and solicit a viable chapter 11 plan. See H.R. Rep. 595, 95th Cong., 1st Sess. 232 (1978); see also In re Ames Dep’t Stores Inc., 1991 WL 259036 at *3 (S.D.N.Y. Nov. 25, 1991) (“The purpose of the Bankruptcy Code’s exclusivity period is to allow the debtor flexibility to negotiate with its creditors;” In re McLean Indus., Inc., 87 B.R. 830, 833 (Bankr. S.D.N.Y. 1987) (cause is undefined by statute, but the legislative history indicates that it is to be viewed flexibly); In re Gibson & Cushman Dredging Corp., 101 B.R. 405, 409 (E.D.N.Y. 1989) (the cause standard under Section 1121 allows for maximum flexibility). 20. When determining whether cause exists for an extension of the Exclusive Periods, courts have relied on a variety of factors, each of which may provide sufficient grounds for granting such extension. See In re Borders Group, Inc., 460 B.R. 818, 821-22 (Bankr. S.D.N.Y. 2011) (“The determination of cause under Section 1121(d) is a fact-specific inquiry and the court has broad discretion in extending or terminating exclusivity.”); In re Adelphia Commc’ns Corp., 352 B.R. 578, 586 (Bankr. S.D.N.Y. 2006) (“A decision to extend or terminate exclusivity for cause is within the discretion of the bankruptcy court and is fact-specific.”). 21. Factors considered by courts in this District making such a determination have included: a. the size and complexity of the case;

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b. the necessity of sufficient time to negotiate and prepare adequate information; c. the existence of good faith progress toward reorganization; d. whether the debtor is paying its debts as they come due; e. whether the debtor has demonstrated reasonable prospects for filing a viable plan; f. whether the debtor has made progress in negotiating with creditors; g. the length of time the case has been pending; h. whether the debtor is seeking the extension to pressure creditors; and i. whether unresolved contingencies exist. See In re Adelphia Commc’ns Corp., 352 B.R. at 587; In re Borders Grp., Inc., 460 B.R. at 822 (Bankr. S.D.N.Y. 2011) (identifying the Adelphia factors and noting that “the determination of cause under Section 1121(d) is a fact-specific inquiry and the court has broad discretion in extending or terminating exclusivity”). 23. However, not all factors are applicable in each case and “[t]he bankruptcy court decides which factors are relevant to a particular case and how much weight to give each factor....” In re Sportsman’s Link, Inc., Case No. 07–10454, 2007 WL 7023830 *2. (Bankr. S.D. Georgia Dec. 3, 2007) Thus, “[n]otwithstanding the frequently-cited nine-factor test, the court has a ‘high degree of flexibility’ in designing the appropriate test for each case and ‘is not required to apply any particular set of factors, or number of factors, in every case.” Id. (quoting In re The Elder Beerman Stores Corporation, Case No. C-3-97-175, 1997 WL 1774880 *4 (S.D. Ohio June 23, 1997) (internal citations omitted)). “[M]any courts have chosen to rely upon relatively few factors albeit different ones to determine whether the necessary cause exists to alter the statutory time period set forth in 11 U.S.C. § 1121... Furthermore, it appears that the choice of pertinent factors depends largely upon the factual nature of the case before the court.” In re The Elder Beerman Stores Corporation, 1997 WL 1774880, at *4. See also In re R & G Properties, Inc., Case No. 08-

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10876, 2009 WL 269696 *1 (Bankr. D. Vt. Jan. 28, 2009) In re Excel Mar. Carriers Ltd., No. 13-23060 (RDD), 2013 WL 5155040, at *2 (Bankr. S.D.N.Y. Sept. 13, 2013) (noting that certain factors argue for extending exclusivity, including that a plan is going forward supported by the Debtors’ largest creditor group and that a disclosure statement will be considered very shortly). 24. The Debtors respectfully submit that the application of the relevant factors to the facts and circumstances of this case demonstrates that the requested extensions are both appropriate and necessary to afford the Debtors with time to adequately propose, negotiate, file and solicit acceptances of a chapter 11 plan. The Treatment of the PPP Loan Remains Unresolved 22. The Debtor is unable to propose a fair and complete liquidation plan without complete resolution of the issues raised in the PPP Motion. When the First and Second Extension Motions were filed, the parties believed they would conclude their plan negotiations before the Exclusive Periods under the respective Extension Orders expired. That has proven not to be the case. 23. The Debtors and the Committee continue to believe that a plan of liquidation, fully supported by the Committee and the SBA, is the best path to consensual confirmation of any such plan. The Debtors, the Committee, Santander and the SBA have reached an agreement on economic terms that have resolved the PPP Motion and the Debtors have now withdrawn the PPP Motion. However, the required government agencies have not finally approved the Debtors’ proposed plan terms other than those agreed economics. The Debtor has been informed that the SBA needs more time to get that final approval. There can be no certainty of a final economic agreement without such approval. The Debtors expect final approval on the language of a proposed plan from the required government agencies in the near term. After consultation with the

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Committee, the Debtors filed this Motion in an abundance of caution to allow additional time to secure the requisite government approval of the proposed plan terms before the Exclusive Filing Period expires. The Debtors expect to file a plan soon and wish to (a) provide the SBA with the time it needs to get requisite approvals and (b) avoid the additional expense the estate would incur by potentially litigating competing plans. The Debtors respectfully submit that an extension is warranted to allow the parties to file a plan that has the support they believe necessary to provide the best chance to a consensual confirmation. The Requested Extension Will Not Prejudice Creditors 24. The further extension of the Exclusivity Periods requested herein will not prejudice creditors. Rather, it will provide the Debtors the opportunity to finalize a consensual plan that provides substantial benefit to all creditors through a final resolution of the issues raised in PPP Motion and the filing of a plan with significant support. Since the Debtors are not operating and have rejected all outstanding leases of non-residential real property, administrative expenses during the requested extension period do not present a significant diminution of the estates. NOTICE 25. Notice of this Application was or shall be provided to, and the Order approved in form and substance by (a) the Office of the United States Trustee, 201 Varick Street, Room 1006, New York, New York 10014 Attn: Brian Masumoto, Esq. Brian.Masumoto@usdoj.gov; (b) Hahn & Hessen LLP, 488 Madison Avenue, New York, NY 1002, Attn: Mark Indelicato, Esq. mindelicato@hahnhessen.com, counsel for the Creditors’ Committee; (c) Willkie Farr and Gallagher, 787 Seventh Avenue New York, New York 10019 Attn: Paul V. Shalhoub, Esq. pshalhoub@willkie.com, counsel to the holder of Cosmoledo’s equity interests (d) the United States Attorney’s Office for the Southern District of New York, 86 Chambers Street, New York,

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New York 10007, Attn: Anthony J. Sun, Esq. anthony.sun@usdoj.gov and (e) all parties having filed a notice of appearance requesting notice under Bankruptcy Rule 2002 in these cases. AUTOMATIC EXTENSION 26. Pursuant to Local Rule 9006-2, the Exclusive Filing Period is automatically extended until the Court rules on this Motion, without the necessity for the entry of a bridge order. CONCLUSION WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court (a) enter an order substantially in the form attached hereto and (b) grant such other and further relief as is just and proper. Dated: May 11, 2021 MINTZ & GOLD LLP New York, New York By: /s/ Andrew R. Gottesman Andrew R. Gottesman Gabriel Altman 600 Third Avenue, 25th Floor New York, New York 10016 Telephone (212) 696-4848 Facsimile (212) 696-1231 gottesman@mintzandgold.com altman@mintzandgold.com Attorneys for the Debtor

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Proposed Order

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UNITED STATES BANKRUPTCY COURT Chapter 11 SOUTHERN DISTRICT OF NEW YORK In re: Case No. 20-12117 (MEW) COSMOLEDO, LLC, et al.1 Jointly Administered Debtors. ORDER EXTENDING THE EXCLUSIVE PERIODS TO FILE A CHAPTER 11 PLAN AND TO SOLICIT ACCEPTANCES THEREOF PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) pursuant to Section 1121 of the Bankruptcy Code, extending the Debtors’ Exclusive Periods, without prejudice to the Debtor’s right to seek further extensions to the Exclusive Periods; and the Court having reviewed the Motion and held a hearing to consider the relief requested in the Motion (the “Hearing”); and, no objections to the Motion having been received; and after due deliberation, the 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 that the requested relief is in the best interest of the Debtors, their estates, their creditors, and all parties in interests, it is hereby 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: Cosmoledo, LLC (6787); Breadroll, LLC, (3279); 688 Bronx Commissary, LLC (6515); 95 Broad Commissary, LLC (2335); 178 Bruckner Commissary, LLC (2581); 8 West Bakery, LLC (6421); NYC 1294 Third Ave Bakery, LLC (2001); 921 Broadway Bakery, LLC (2352); 1800 Broadway Bakery, LLC (8939); 1535 Third Avenue Bakery, LLC (1011); 2161 Broadway Bakery, LLC (2767); 210 Joralemon Bakery, LLC (4779); 1377 Sixth Avenue Bakery, LLC (9717); 400 Fifth Avenue Bakery, LLC (6378); 1400 Broadway Bakery, LLC (8529); 575 Lexington Avenue Bakery, LLC (9884); 685 Third Avenue Bakery, LLC (9613); 370 Lexington Avenue Bakery, LLC (0672); 787 Seventh Avenue Bakery, LLC (6846); 339 Seventh Avenue Bakery, LLC (1406); and 55 Hudson Yards Bakery, LLC (7583). 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Motion.

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FOUND AND DETERMINED THAT A. This Court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, 2012. B. This is a core proceeding pursuant to 28 U.S.C. § 157(b). C. This Court may enter a final order consistent with Article III of the United States Constitution. D. Venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409. E. The Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and that no other notice need be provided; and it is hereby ORDERED THAT 1. The Motion is granted as and to the extent set forth herein. 2. The Debtors’ Exclusive Filing Period is extended through and including June 11, 2021. 3. The Debtors’ Exclusive Solicitation Period is extended through and including July 31, 2021. 4. The Debtor’s Exclusive Periods may be further extended for an additional 30 days, without further order of this Court, upon written consent of the Committee, provided however, that any extension beyond those set forth in paragraphs two (2) and three (3) hereof shall only be effective following notice of the Committee’s consent served so as to be received, no later than one week prior to the expiration of the Exclusive Periods, by all parties receiving

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notice of the Motion. The Court shall schedule a further hearing upon any objections to extension beyond those set forth in paragraphs two (2) and three (3) hereof following notice as required in this paragraph. 5. Nothing herein shall prejudice the Debtors’ rights to seek further extensions of the Exclusive Periods consistent with Section 1121(d) of the Bankruptcy Code. 6. Nothing herein shall create, nor is intended to create, any rights in favor of or enhance the status of any claim held by any party. 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order. 8. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated: , 2020 New York, New York Hon. Michael E. Wiles United States Bankruptcy Judge

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