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Full title: Objection by Interested Party Official Committee of Unsecured Creditors to 81 Motion. Proof of service. (Draper, Douglas) (Entered: 02/11/2021)

Document posted on Feb 10, 2021 in the bankruptcy, 6 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock & Field Case No. 21-30037 (WJF) Debtor. Chapter 11 OBJECTION TO MOTION FOR ORDER APPROVING KEY EMPLOYEE RETENTION PLAN AND KEY EMPLOYEE INCENTIVE PLAN [DKT. # 81] The Official Committee of Unsecured Creditors (the “Committee”), by and through undersigned counsel, submits this Objection to Motion for Order Approving Key Employee Retention Plan and Key Employee Incentive Plan [Dkt. # 81] (the “Objection”). The Committee respectfully represents as follows: BACKGROUND 1. On January 10, 2021 (the “Petition Date”), the Tea Olive I, LLC d/b/a Stock & Field (the “Debtor”), filed for protection under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). 2. The Debtor is in the process of liquidating its assets. 3. On January 13, the United States Trustee filed an Appointment of Committee of Unsecured Creditors in Chapter 11 Case [Dkt. No. 37], naming Cam2 International, MWI Veterinary Supply, and Needleart World, LLC as members of the Committee. 4. On January 19, 2021, the United States Trustee filed an Amended Appointment of Committee of Unsecured Creditors in Chapter 11 Case [Dkt. No. 59], adding Under Armour, Inc., STORE Master Funding XV, LLC, Valassis Communications, Inc., and True Media, LLC as members of the Committee.

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SUMMARY OF THE DEBTOR’S MOTION 5. The Debtor, in the Motion for Order Approving Key Employee Retention Plan and Key Employee Incentive Plan (the “Retention Motion”), is seeking Court approval to pay bonuses to certain non-insider employees and executives to encourage continued retention and incentivize performance at high levels. 6. The Debtor is seeking the authority to pay to eight (8) non-insider employees bonuses (the “KERP Participants”) in the amount of 12.5% to 15% of base salaries. The bonuses are payable as follows: (i) if employed by February 3, 2021 – each employee will receive a payment of 1/3 of the bonus by February 5, 2021; (ii) if employed by March 3, 2021 – each employee will receive a payment of 1/3 of the bonus by March 5, 2021; and (iii) if employed by April 30, 2021 – each employee will receive a payment of 1/3 of the bonus by April 30, 2021. The bonus payments are anticipated to total $123,075.00 and the amount is included in the Cash Collateral Budget. Further, if an employee is terminated without cause, the employee will receive any remaining unpaid portion of the bonus owed, if the employee voluntarily leaves or is terminated with cause, the employee will forfeit the right to any unpaid bonus. 7. The Debtor is seeking the authority to pay two (2) executives - (i) vice president in charge of corporate and inventory operations; and (ii) executive vice president in charge of marketing (collectively, the “KEIP Participants”) - bonus payments equal to 45% of their current base salary. The bonuses are payable as follows: (i) if the net revenue generated by the going out of business sale exceeds the projected amount in the Cash Collateral Budget by $3.5 million, the executives will receive a bonus of 15% of base salary; (ii) if the net revenue generated by the going out of business sale exceeds the projected amount in the Cash Collateral Budget by $7 million, the executives will receive an additional bonus payment of 15% of base

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salary; and (iii) if the net revenue generated by the going out of business sale exceeds the projected amount in the Cash Collateral Budget by $10 million the executives will receive an additional bonus payment of 15% of base salary. The bonus payments are anticipated to total $164,7.00, and the amount is included in the Cash Collateral Budget. Further, if the executive is terminated without cause, the executive will receive any remaining unpaid portion of the bonus owed, if the executive voluntarily leaves or is terminated with cause, the executive will forfeit the right to the bonus. OBJECTION 8. The Committee does not oppose the payment of the proposed bonuses to the KERP Participants. 9. However, the Committee does oppose the structure of the bonus payments to the KEIP Participates. The Committee believes that a KEIP program is acceptable however the Committee believes that the Plan offered is far to generous. The Committee would support a program that provides a greater bonus at a higher baseline. CONCLUSION 10. The Committee objects to the certain provisions of the Retention Motion as outlined above and requests that the Court approve the Retention Motion only with the revisions as requested herein and for such other relief as is just and equitable.

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Respectfully submitted, BASSFORD REMELE A Professional Association Dated: February 11, 2021 Jeffrey D. Klobucar (#0389368) 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com Local Counsel and /s/ Douglas S. Draper Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3300 Facsimile: (504) 299-3399 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com Counsel for the Official Committee of Unsecured Creditors

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Tea Olive I, LLC d/b/a Stock & Field Case No. 21-30037 (WJF) Debtor. Chapter 11 DECLARATION FOR PROOF OF SERVICE OBJECTION TO MOTION FOR ORDER APPROVING KEY EMPLOYEE RETENTION PLAN AND KEY EMPLOYEE INCENTIVE PLAN [DKT. # 81] I, Douglas S. Draper, admitted pro hac vice with mailing address of 650 Poydras Street, Suite 2500, New Orleans, LA 70130, as counsel for the Official Committee of Unsecured Creditors (the “Committee”), caused the Objection to Motion for Order Approving Key Employee Retention Plan and Key Employee Incentive Plan [Dkt. # 81] (the “Objection”), to be served and filed electronically with the Clerk of the Bankruptcy Court through ECF, and that the Bankruptcy Court, via ECF, will send an electronic notice of the filing to all parties registered to receive electronic service, which includes the parties required to receive service under Local Rule 9013-3(b). And I declare, under penalty of perjury, that the foregoing is true and correct.

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Respectfully submitted, Dated: February 11, 2021 By: /s/ Douglas S. Draper Douglas S. Draper, LA Bar # 5073 (admitted pro hac vice) Leslie A. Collins, LA Bar # 14891 (admitted pro hac vice) Greta M. Brouphy, LA Bar # 26216 (admitted pro hac vice) HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3300 Facsimile: (504) 299-3399 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com Counsel for the Official Committee of Unsecured Creditors