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Full title: Motion for 2004 examination of Worldwide Distributors filed by Interested Party Second Avenue Capital Partners, LLC, as the administrative agent and collateral agent for its own benefit and the benefit of CIT Northbridge LLC. An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 2/23/2021 at 10:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (Ratelle, Paul) (Entered: 02/03/2021)

Document posted on Feb 2, 2021 in the bankruptcy, 12 pages and 0 tables.

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UNITEDSTATESBANKRUPTCYCOURT FORTHE DISTRICT OFMINNESOTA In re: TeaOlive I, LLC d/b/aStock+Field, CaseNo.: 21-30037 Chapter11Case Debtor. NOTICE OFHEARINGAND MOTIONFOR ANORDER(I)AUTHORIZING PREPETITIONAGENT/LENDERS TO CONDUCT ARULE 2004EXAMINATIONOF WORLWIDE DISTRIBUTORS,AND(II)GRANTINGRELATEDRELIEF TO: WorldwideDistributors andotherentities specifiedin Local Rule9013-3(a): Second Avenue Capital Partners LLC, in its capacity as administrative agent and a lender(“PrepetitionAgent”),undertheDebtor’s(definedbelow)prepetitionseniorsecuredcreditfacilityherebymoves the Court (the “Motion”), pursuant to section 105(a) of Title 11, United States Code (the“Bankruptcy Code”), and Rules 2004 and 9016 of the Federal Rules of Bankruptcy Procedure (the“Bankruptcy Rules”), for entry of an order authorizing the Prepetition Agent’s issuance of subpoenasunder Fed.R.Civ.P. 45 for the purposes of obtaining: (a) the examination of one or more officers,directors, or managing agents from Worldwide Distributors (“Worldwide”), under oath, and (b) theproduction of documents in the possession, custody, or control of Worldwide as described more fullyherein. In support of the Motion, the Prepetition Agent moves the Court for the relief requestedhereinand gives noticeofahearingtobeheld inconnectionherewith. 1. The Court will hold a hearing on this Motion on Tuesday, February 23, 2021 at 10:00a.m. in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North RobertStreet,St.Paul,MN55101.Thehearingwillbeheldtelephonically: a.Dial1-888-684-8852; b.Whenprompted,enterACCESSCODE:5988550; c.Whenprompted,enterSECURITYCODE:0428.

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2. Any response to this motion must be filed and served not later than on Thursday,February 18, 2021, which is five days before the time set for the hearing (including Saturdays, Sundays,and holidays). UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY SERVED ANDFILED, THE COURT MAY ENTER AN ORDER GRANTING THE REQUESTED RELIEFWITHOUTAHEARING. 3. ThisCourthasjurisdictionoverthisMotionpursuantto28U.S.C.§§157and1334,Rule5005 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 1070-1. This is a core proceeding. The petition commencing this chapter 11 case was filed on January 10, 2021. ThecaseisnowpendingbeforethisCourt. 4. This Motionarises under Fed. R. Bankr. P. 2004 and 9016. This Motion is filed pursuanttoFed.R.Bankr.P.9014andLocalRules2004-1and9013-1through3. FACTS A. Introduction 5. On January 10, 2021 (the “Petition Date”), Tea Olive I, LLC, d/b/a Stock & Field (the“Debtor”) filed a voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code with theClerkofthisCourt. 6. Pursuant to sections 1107 and 1108 of BankruptcyCode, the Debtor continues to operateitsbusinessandmanageitspropertiesasadebtor-in-possession. 7. Notrusteeorexaminerhasbeenappointedinthiscase. 8. TheUnitedStatesTrusteehasappointedanofficialcommitteeofunsecuredcreditors(the“Committee”)herein. 9. ThisCourthasjurisdictiontoconsiderthismatterpursuantto28U.S.C.§§157and1334. Thisis a“core”proceedingpursuantto 28 U.S.C. § 157(b).Venueis proper before this Courtpursuant to28 U.S.C. §§ 1408 and 1409. The statutory bases for relief requested herein are sections 105(a) ofBankruptcyCodeandBankruptcyRules2004and9014.

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B. Background 10. The Debtor is a Minnesota limited liability company formed in 2018 and headquarteredin Eagan,Minnesota. It is afarm,home,and outdoorretailer,currentlyoperating25 storesacrossIllinois,Indiana,Ohio,Wisconsin,andMichigan.Thedebtor’scorporateheadquartersareinEagan,Minnesota. 11. Pursuant to that certain “Interim Order (I) Granting Expedited Relief, (II) AuthorizingThe Debtor To Assume The Consulting Agreement With Liquidation Consultant, (III) Authorizing AndApproving The Conduct Of Store Closing Sales, With Such Sales To Be Free And Clear Of All Liens,Claims And Encumbrances, (IV) Permitting The Debtor To Abandon Any Property That Is BurdensomeOr Of Inconsequential Value, And (V) Granting Related Relief,” entered January 14, 2021 [ECF No. 55],the Debtor is conducting an orderly and efficient liquidation of its assets and business operations throughtheconductofgoing-out-of-business”andsimilarthemedsalesatallofitsretailstorelocations. D. PrepetitionSeniorSecuredCreditFacility 12. PursuanttothatcertainCreditAgreement,datedMarch3,2020(asamendedfromtimetotime prior to the Petition Date, collectively, the “Prepetition Loan Agreement” and, together with theother “Loan Documents” (as defined in the Prepetition Loan Agreement), collectively, the “PrepetitionLoan Documents”), by and among the Debtor, the Prepetition Agent, and the lenders party thereto(collectively, the “Prepetition Lenders”, and together with the Prepetition Agent the “Prepetition SecuredParties”), the Prepetition Secured Parties provided a revolving credit facility in the maximum principalamountof$60,000,000totheDebtor. AsofthePetitionDate,theDebtorwasindebtedtothePrepetitionLenders in an amount not less than $29,724,104, plus all interest accrued and accruing thereon at theDefault Rate (as defined in the Prepetition Loan Agreement), together with all costs, fees, expenses(including attorneys’ fees and legal expenses) and all other Obligations (as defined in the PrepetitionLoan Agreement) accrued, accruing or chargeable in respect thereof or in addition thereto (collectively,the “Prepetition Obligations”). As such, the Prepetition Lenders are parties-in-interest entitled to obtainthebenefitsofFed.R.Bankr.P.2004.

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E. Worldwide’sAssertedPrepetitionLiens 13. BasedontheinformationavailabletothePrepetitionLendersatthistime,Worldwideandthe Debtor have a complex relationship that appears to run the gamut between a debtor-creditorrelationship with mutual obligations running between them to a potential ownership/insider relationshipinlightoftheDebtor’sroleasa“member”ofWorldwide. 14. Upon information and belief, Worldwide is a Washington cooperative association sellingto various so-called “members” outdoor sporting goods inventory such as camping, fishing andrecreationalfirearms. 15. In its objectionto the entryof the InterimCCOrderfiledJanuary13, 2021[ECFNo.35](“Worldwide CC Objection”), Worldwide has asserted that prior to the Petition Date it entered into aseriesofagreementswiththeDebtor,includingthefollowing: a) Worldwide Distributors Membership and Agency Agreement, dated February 25,2019(“WWMemberAgreement”); b) MemberCreditAgreement,datedFebruary25,2019(“WWCreditAgreement”);andc) SecurityAgreement,datedFebruary27,2019(“WWSecurityAgreement”). 16. In that same Worldwide CC Objection, Worldwide has further asserted that pursuant tothe WW SecurityAgreement it holds asenior,dulyperfected lien and securityinterest insubstantiallyallof the Debtor’s assets, which lien/security interest Worldwide contends is prior in right to the PrepetitionLiens. 17. Based on the foregoing, it would appear quite clear that Worldwide should possessinformationanddocumentationpertainingtothefinancial conditionofthe Debtorincluding,amongotherthings, the value of certain of its assets and liabilities and the nature, amount, validity, and priority ofWorldwide’sclaimsagainsttheDebtor. 18. Bythis Motion, the Prepetition Agent seeks the entryof an order pursuant to BankruptcyRule 2004, substantially in the form accompanying this Motion, authorizing the Prepetition Agent toconductanexaminationofWorldwide underFed.R.Civ.P. 2004,includingtheconductofdepositionsand

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the production of documentary information in its possession, custody and/or control, concerning, amongother things, the Debtor’s prepetition agreements and business relationships with Worldwide; and (iii)authorizingthePrepetitionAgenttoissueoneormoresubpoenasinconnectionwiththeforegoing. WHEREFORE, the Prepetition Agent respectfully requests that the Court issue and enter anorder, in substantially the form accompanying this Motion, inter alia, (a) granting the relief requested intheMotionand(b)grantingthePrepetitionAgent suchotherandfurtherreliefasisjustandproper. Dated:February3,2021 Respectfullysubmitted, SECONDAVENUECAPITALPARTNERSLLC Byitsco-counsel, RIEMER&BRAUNSTEINLLP StevenE.Fox,Esq.(prohacvice) JeffreyD.Ganz,Esq.(prohacvicepending) TimesSquareTower SevenTimesSquare,Suite2506 NewYork,NewYork10036 Tel: (212)789-3100 Email: -and- /s/PaulL.Ratelle FABYANSKE,WESTRA,HART&THOMSON,P.A. 333SouthSeventhStreet,Suite2600 Minneapolis,Minnesota55402 Tel: (612)359-7600 Email:

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VERIFICATION I, Andrew Prunier, a Managing Director of Second Avenue Capital Partners LLC, the movant herein named in the foregoing notice of hearing and motion, declare under penalty of perjury that the foregoing is true and correct according to the best of my knowledge, information and belief. Dated: February 3, 2021 _______________________________ Andrew F. Prunier Andrew Prunier, As Managing Director of Second Avenue Capital Partners LLC

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UNITEDSTATESBANKRUPTCYCOURT FORTHE DISTRICT OFMINNESOTA In re: TeaOlive I, LLC d/b/aStock+Field, CaseNo.: 21-30037 Chapter11Case Debtor. MEMORANDUMOFLAWSUPPORTING PREPETITIONAGENT’S MOTIONFORAUTHORIZATIONTO CONDUCT A RULE 2004EXAMINATIONOFWORLDWIDE DISTRIBUTORS Second Avenue Capital Partners LLC, in its capacity as administrative agent and a lender(“Prepetition Agent”), under the Debtor’s (defined below) prepetition senior secured credit facility,submits this memorandum of law in support of the Prepetition Agent’s motion for an orderauthorizing it to conduct an examination of Worldwide Distributors (“Worldwide”) under Rule2004oftheFederal Rules ofBankruptcyProcedure. ThePrepetitionAgentincorporatesthefactsassetforthinthenoticeofmotionbyreference. ARGUMENT Bankruptcy Rule 2004 permits any party in interest to examine “any entity” relating to the acts,conductorpropertyofthedebtor,theliabilitiesandfinancialconditionofthedebtoror“anymatterwhichmay affect the administration of the debtor’s estate.” Fed. R. Bankr. P. 2004(a)-(b); see also In re TableTalk, Inc., 51 B.R. 143, 145 (Bankr. D. Mass. 1985). The Prepetition Agent, as the Debtor’s prepetitionseniorsecuredlender,isjustsuchapartyininterestentitledtoconductaRule2004examination. Generally,thepurposeofaBankruptcyRule2004motionistoassisttheinvestigatorinrevealingthe nature and extent of the estate and to “[d]iscover assets, examine transactions, and determine whetherwrongdoing has occurred.” In re Bennett Funding Group, Inc., 203 B.R. 24, 27-28 (Bankr. N.D.N.Y. 1996).

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The scope of examination permitted under Bankruptcy Rule 2004 is broad and, generally,unfettered. Seee.g.,InreTableTalk,Inc.,51B.R.at145. SeealsoMartinv.KeybankofNewYork,208B.R. 807, 810 (N.D.N.Y. 1997) (the general rule is that the scope of a Rule 2004 examination is verybroad and great latitude of inquiry is ordinarily permitted); In re CENA’s Fine Furniture Inc., 109 B.R. 575, 577 n.2 (E.D.N.Y. 1990) (the scope of a Rule 2004 examination is unfettered andbroad…examinations under Rule 2004 are allowed for the purpose of discovering assets and unearthingfrauds) (internal citations omitted). See also In re Symington, 209 B.R. 678, 682-84 (Bankr. D. Md. 1997);InreBakalis,199B.R.443,447(Bankr.E.D.N.Y.1996). Bankruptcy Rule 2004 affords both debtors and creditors the broad rights of examination of aparty’s documents and records. See Snyder v. Society Bank, 181 B.R. 40, 41 (S.D. Tex. 1994), aff’d, 52F.3d 1067 (5th Cir. 1995) (citing Cameron v. United States, 231 U.S. 710, 716 (1914)). Moreover, allthird-party non-debtors who can be shown to have a relationship with the debtor are subject toexamination. SeeIn re Olsen, No. UT-98-088, 1999 WL513846,at *2(10th Cir. B.A.P.June 24,1999);InreBennettFundingGroup,203B.R.at27-28. The purpose of Rule 2004 is to give “parties in interest an opportunity to examine thoseindividuals having knowledge of the financial acts and affairs of a debtor.” In re GHR EnergyCorp., 35 B.R. 534, 536 (Bankr. D. Mass. 1983); see also Longo v. McLaren (In re McLaren),158 B.R. 655, 657 (Bankr. N.D. Ohio 1992). Indeed, courts generally do not allow a debtor orother party to escape from an examination under Rule 2004 unless that party can demonstratethat theexaminationis actuallyoppressiveunderthecircumstances.SeeIn reVantagePetroleumCorp.,34B.R.650,652(Bankr. E.D.N.Y.1983). The Prepetition Agent submits that the oral examination and the production of documents byWorldwide are not only authorized by Bankruptcy Rule 2004, but are also in the best interests of theDebtor’sestateandcreditors.

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The Prepetition Agent believes that, in light of what appears to be a multi-layered relationshipwith between Worldwide and the Debtor, including the assertion by Worldwide of a significant claimagainst the Debtor and a purported senior lien position against its assets, Worldwide is likely to possessinformation concerning the financial condition of the Debtor both before and after the bankruptcy filingincluding, without limitation, the nature and value of the Debtor’s assets and liabilities. The informationsought by the Prepetition Lenders would necessarily include the existence, nature and extent of therelationshipbetweentheDebtorandWorldwide,amongothers,aswellasthenature,validity,priorityandextentofWorldwide’sassertedclaimsandliens. Accordingly, the Prepetition Agent submits that the production and turnover of the documents inWorldwide’s possession, custody and/or control concerning these matters is necessary and warranted toassess and determine the nature, validity, priority and extent of Worldwide’s asserted claims andliens, aswell as evaluate what claims, if any, may be available against Worldwide and anythird party with whomit may have engaged in potentially offending actions, and more generally to further the administration ofthisestate. CONCLUSION For the reasons set forth in the motion and in this memorandum, the Prepetition Agentrespectfullyrequests that themotionbegranted. [RemainderofPageIntentionallyLeftBlank]

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Dated:February3,2021 Respectfullysubmitted, SECONDAVENUECAPITALPARTNERSLLC Byitsco-counsel, RIEMER&BRAUNSTEINLLP StevenE.Fox,Esq.(prohacvice) JeffreyD.Ganz,Esq.(prohacvicepending) TimesSquareTower SevenTimesSquare,Suite2506 NewYork,NewYork10036 Tel: (212)789-3100 Email: -and- /s/PaulL.Ratelle FABYANSKE,WESTRA,HART&THOMSON,P.A. 333SouthSeventhStreet,Suite2600 Minneapolis,Minnesota55402 Tel: (612)359-7600 Email:

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UNITEDSTATESBANKRUPTCYCOURT FORTHE DISTRICT OFMINNESOTA In re: TeaOlive I, LLC d/b/aStock+Field, CaseNo.: 21-30037 Chapter11Case Debtor. ORDER UPONconsiderationofthemotion(the“Motion”)ofSecondAvenueCapitalPartnersLLC,initscapacityas administrative agent andalender(“Prepetition Agent”),seekingentryof anOrderpursuanttoRule 2004 of the Federal Rules of Bankruptcy Procedure, directing (a) the examination of WorldwideDistributors (“Worldwide”), under oath, and (b) the production of documents in the possession ofWorldwide, the Court findsthat (i) it hasjurisdiction over the mattersraisedin the Motion pursuant to 28U.S.C. §§ 157 and 1334(b); (ii) this is a “core” proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) therelief requested in the Motion is in the best interest of the Debtors’ estate, its creditors and other parties-in-interest; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and noother or further notice is necessary; and (v) upon the record herein after due deliberation thereon, goodandsufficientcauseexistsforthegrantingofthereliefassetforthherein. NOWTHEREFORE,itishereby ORDERED,thattheMotionisGRANTEDassetforthherein;anditisfurtherORDERED, that the Prepetition Agent is hereby authorized and empowered to conduct anexamination of Worldwide under Bankruptcy Rule 2004, which examination shall continue from day todayuntilcompleted. ORDERED, that the Prepetition Agent is hereby authorized to issue one or more subpoenas inconnectionwiththeforegoing.

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person or entity, as the Prepetition Agent may determine necessary and/or appropriate in thecircumstances. Dated: _____________,2021 _________________________________________ WilliamJ.Fisher UnitedStatesBankruptcyJudge 5749558.v1