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Full title: NOTICE OF HEARING AND MOTION OF THE COMMITTEE FOR AUTHORITY TO BRING CERTAIN CLAIMS ON BEHALF OF THE DEBTOR filed by Official Committee of Unsecured Creditors . Memorandum of law, Proof of service, Proposed order. Hearing scheduled 4/13/2021 at 10:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (LindaE QC MNBS) (Entered: 03/12/2021)

Document posted on Mar 11, 2021 in the bankruptcy, 30 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. NOTICE OF HEARING AND MOTION OF THE COMMITTEE FOR AUTHORITY TO BRING CERTAIN CLAIMS ON BEHALF OF THE DEBTOR 1. The Official Committee of Unsecured Creditors (the “Committee”), by and through undersigned counsel, moves the Court for the relief requested herein and gives notice of hearing. 2. The Court will hold a hearing on this Motion at 10:00 a.m. (CT) on Tuesday, April 13, 2021, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. Due to the COVID-19 pandemic, the hearing will be held telephonically. To participate:  Dial 1-888-684-8852;  When prompted, enter ACCESS CODE: 5988550;  When prompted, enter SECURITY CODE: 0428. 3. Any response to the Motion must be filed and served no later than Thursday, April 8, 2021, pursuant to the applicable Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Local Rules. UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY FILED, THE COURT MAY GRANT THE MOTION WITHOUT A HEARING.

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4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rule 1070-1. This is a core proceeding. 5. This Motion arises under sections 105(a) and 1103 of title 11 of the United States Code (the “Bankruptcy Code”). This Motion is filed under Bankruptcy Rule 9014 and Local Rules 9013-1 through 9013-3. 6. The Committee, through this Motion, seeks derivative standing to pursue certain causes of action against Second Avenue Capital Partners, LLC (“Second Avenue”), including (1) a claim to require Second Avenue to pursue third party real estate serving as its collateral before property of the estate under the equitable doctrine of marshalling; (2) a claim pursuant to 11 U.S.C. § 506(c) to recover funds used by the Debtor to liquidate the collateral interests of Second Avenue; (3) a claim to determine that Second Avenue does not have a lien on the Debtor’s titled vehicles; and (4) a declaration that to the extent that any lien of any third party that is avoided pursuant to chapter 5 of the Bankruptcy Code, the value from that avoidance is preserved for the benefit of the bankruptcy estate (the “Claims”). BACKGROUND 7. On January 10, 2021 (the “Petition Date”), Tea Olive, 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”). 8. The Debtor continues to operate its business pursuant to section 1107 of the Bankruptcy Code. 9. The Debtor is in the process of liquidating its assets. It is believed that Debtor’s outstanding unsecured debt may exceed $45,000,000.00.

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10. On January 13, 2021, 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. 11. On January 19, 2021, the United States Trustee filed an Amended Appointment of Committee of Unsecured Creditors in Chapter 11 Case [Dkt. No. 59], naming Under Armour, Inc., STORE Master Funding, XV, LLC, Valassis Communications, Inc., and True Media, LLC as additional members of the Committee. 12. Second Avenue serves as the Administrative Agent for certain prepetition lenders. 13. Second Avenue, as the Administrative Agent, holds certain security interests pursuant to a March 3, 2020 Credit Agreement (as amended, modified, and supplemented from time to time, the “Credit Agreement”), which security interests include: (a) Uniform Commercial Code liens on personal property of both the Debtor and certain third party, non-debtor guarantors1 to the Credit Agreement; and (b) mortgages on real estate owned by the Guarantors. 14. On February 11, 2021, the Court entered a Final Order (I) Authorizing Use of Cash Collateral; (II) Affording Adequate Protection; and (III) Modifying Automatic Stay [Dkt. No. 144] (the “Cash Collateral Order”). The Cash Collateral Order granted Second Avenue a “Replacement Lien” (as defined in the Cash Collateral Order), but did not affect Second Avenue’s security interest in the Guarantors’ real estate. 15. The Cash Collateral Order further provided: The Debtor shall be deemed to have waived any right to seek to have the prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar doctrine; provided, that (x) the Debtor’s waiver shall not prejudice the rights of the 1 The third party guarantors are Pink Dogwood I, LLC, Juniper I, LLC, Juniper II, LLC, and Juniper, LLC and will be referred to herein as the “Guarantors”).

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Committee, if any, to seek on or prior to the Challenge Deadline (defined below) to have the Prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar such doctrine, and (y) nothing in this Final Order vests or confers on any person, including the Committee, standing or authority to pursue any such relief.2 16. The Cash Collateral Order also reserved the rights of the Committee to seek to assert against the Prepetition Secured Parties and Second Avenue, a claim challenging “the validity, extent, priority, or perfection of the security interests, and liens of the Prepetition Secured Parties.”3 17. The Cash Collateral Order did not limit the Debtor’s right, nor the Committee’s right on behalf of the Debtor, to seek recovery of the Debtor’s costs and expenses to liquidate the collateral of Second Avenue. 18. The Cash Collateral Order makes clear that the Debtor does not have the right to pursue the marshalling claim against Second Avenue, nor does the Debtor have the right to challenge the extent and validity of Second Avenue’s liens on the Debtor’s property. However, the Cash Collateral Order expressly reserves those rights to the Committee upon Court approval, which the Committee is now seeking. 19. On March 9, 2021, counsel for the Committee contacted counsel for the Debtor and made demand that the Debtor pursue the Claims outlined above. On account of the fact that the Cash Collateral Order prevents it from doing so, the Debtor is unable to pursue the Claims. WHEREFORE, the Committee respectfully requests that the Court enter an order granting it derivative standing to assert claims: (1) requesting that Second Avenue be required to 2 Cash Collateral Order at ¶ 13. 3 Id. at ¶ 17(b). Additionally, pursuant to ¶ 17(c) of the Cash Collateral Order, the Committee attaches as Exhibit 1 a “proposed Challenge action” in the form of a proposed complaint.

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pursue the Guarantors’ property before going after the Debtor’s collateral; (2) to recover costs and expenses of the Debtor to liquidate any of Second Avenue’s collateral; (3) to challenge the extent of Second Avenue’s liens on the Debtor’s property; (4) declaring that to the extent that any lien of a third party is avoided in this bankruptcy case, the value from that avoidance is preserved for the benefit of the bankruptcy estate; and (5) granting such other and further relief as may be just and equitable. Respectfully submitted, BASSFORD REMELE A Professional Association Dated: March 12, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368) 33 South Sixth Street, Suite 3800 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com and 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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EXHIBIT 1

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. The Official Committee of Unsecured Adv. Case. No. ____________ Creditors of Tea Olive I, LLC d/b/a Stock+Field, Plaintiff, v. Second Avenue Capital Partners, LLC, Defendant. COMPLAINT NOW INTO COURT, through undersigned counsel, comes the Official Committee of Unsecured Creditors (“Plaintiff” or “Committee”) of Tea Olive, I, LLC d/b/a Stock & Field (“Debtor”), and files this Complaint (the “Complaint”) against Second Avenue Capital Partners, LLC (“Second Avenue”) as Administrative Agent for certain prepetition lenders to the Debtor (the “Prepetition Lenders”) with respect to a certain March 3, 2020 Credit Agreement (as amended, modified, and supplemented from time to time, the “Credit Agreement”). In support of its Complaint, the Committee respectfully represents as follows:

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NATURE OF THE ACTION 1. This adversary proceeding is brought pursuant to Federal Rules of Bankruptcy Procedure 3012 and 7001 and sections 105, 502, 506, and 544 of the Bankruptcy Code and other applicable state and federal law seeking an order: (a) requiring Second Avenue to pursue third party personal and real property serving as its collateral before property of the estate under the equitable doctrine of marshalling; (b) allowing the Debtor to recover costs and expenses incurred in its efforts to liquidate Second Avenue’s collateral pursuant to 11 U.S.C. § 506(c); (c) declaring that the Debtor’s titled vehicles are not subject to Second Avenue’s prepetition lien; and (d) such other relief as may be just and proper under the circumstances. 2. Second Avenue, as the Administrative Agent, holds certain security interests pursuant to the Credit Agreement, which security interests include: (a) Uniform Commercial Code liens on personal property of both the Debtor and certain third party, non-debtor guarantors1 to the Credit Agreement; and (b) mortgages on real estate owned by the Guarantors. 3. On February 11, 2021, the Court entered a Final Order (I) Authorizing Use of Cash Collateral; (II) Affording Adequate Protection; and (III) Modifying Automatic Stay [Dkt. No. 144] (the “Cash Collateral Order”). 4. The Cash Collateral Order provided: The Debtor shall be deemed to have waived any right to seek to have the prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar doctrine; provided, that (x) the Debtor’s waiver shall not prejudice the rights of the Committee, if any, to seek on or prior to the Challenge Deadline (defined below) to have the Prepetition Secured Parties, or any Collateral (as defined in the Prepetition Loan Documents) be subject to the equitable doctrine of “marshalling” or any similar such doctrine, and (y) nothing in this Final Order vests or confers 1 The third party guarantors are Pink Dogwood I, LLC, Juniper I, LLC, Juniper II, LLC, and Juniper, LLC and will be referred to herein as the “Guarantors”).

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on any person, including the Committee, standing or authority to pursue any such relief.2 5. The Cash Collateral Order also reserved the rights of the Committee to seek to assert against the Prepetition Secured Parties and Second Avenue, a claim challenging “the validity, extent, priority, or perfection of the security interests, and liens of the Prepetition Secured Parties.”3 6. The Cash Collateral Order did not limit the Debtor’s right, nor the Committee’s right on behalf of the Debtor, to seek recovery of the Debtor’s costs and expenses to liquidate the collateral of Second Avenue. 7. The Cash Collateral Order made clear that the Debtor does not have the right to pursue the marshalling claim against Second Avenue, nor does the Debtor have the right to challenge the extent and validity of Second Avenue’s liens on the Debtor’s property. However, the Cash Collateral Order expressly reserves those rights to the Committee upon Court approval. 8. In short, the Cash Collateral Order prohibits the Debtor from pursuing the claims sought in this Complaint on its own. 9. On March ___, 2021, the Committee filed a Motion of the Committee for Authority to Bring Certain Claims on Behalf of the Debtor [Dkt. No. ____] (the “Standing Motion”), seeking derivative standing to file the claims sought in this Complaint on behalf of the Debtor and for the benefit of the estate. 10. On ________, 2021, the Court entered an Order granting the Committee’s Standing Motion, thereby giving the Committee proper standing to bring this Complaint on behalf of the Debtor and for the benefit of the estate. 2 Cash Collateral Order at ¶ 13. 3 Id. at ¶ 17(b).

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JURISDICTION 11. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. § 1334(b) and pursuant to 28 U.S.C. § 157(a). 12. This adversary proceeding is a core proceeding as defined in 28 U.S.C. § 157(b)(2)(A), (K), and (O). 13. Venue is proper in this District pursuant to 28 U.S.C. § 1409. THE PARTIES 14. On January 13, 2021, 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. 15. On January 19, 2021, the United States Trustee filed an Amended Appointment of Committee of Unsecured Creditors in Chapter 11 Case [Dkt. No. 59], naming Under Armour, Inc., STORE Master Funding, XV, LLC, Valassis Communications, Inc., and True Media, LLC as additional members of the Committee. 16. Defendant Second Avenue serves as the Administrative Agent for certain prepetition lenders pursuant to the Credit Agreement. Upon information and belief, the Defendant conducts business in the United States. BACKGROUND 17. On January 10, 2021 (the “Petition Date”), the Debtor filed for protection under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). 18. The Debtor continues to operate its business pursuant to section 1107 of the Bankruptcy Code. 19. The Debtor is in the process of liquidating its assets.

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20. As stated above, the Credit Agreement granted the Defendant, as administrative agent to the prepetition lenders, a security interest in the Debtor’s personal property as well as a security interest in the Guarantors’ personal property. The Credit Agreement also granted the Defendant, as administrative agent, mortgages upon the non-debtor Guarantors’ real property. 21. On March 4, 2020, the Defendant recorded a UCC Financing Statement with the Minnesota Secretary of State and listed as the collateral “All now existing and hereafter acquired assets and properties of the Debtor, wherever located, together with all proceeds and products of the foregoing.” 22. The Defendant did not take action to have a security interest recorded on the title certificate of any of the Debtor’s titled vehicles pursuant to sections 168A.01 through 168A.31of the Minnesota Statutes. 23. The Cash Collateral Order granted Second Avenue a “Replacement Lien” (as defined in the Cash Collateral Order) but did not affect Second Avenue’s security interest in the Guarantors’ real estate. COUNT I Requirement of Defendant to First Pursue Property of the Guarantors Before Property of the Debtor 24. The Plaintiff incorporates the allegations and facts contained in the foregoing paragraphs as if fully set forth herein. 25. The Defendant, as a first priority lien holder over the Debtor’s assets, also holds a security interest over the Guarantors’ assets as well as mortgages over the Guarantors’ real property. 26. Defendant is an asset based lender to the Debtor.

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27. The Defendant’s loan to the Debtor was underwritten and funded based upon the value of both the Debtor’s assets and those of the Guarantors. 28. On information and belief Defendant would not have advanced the amount of the March 2020 loan without the value of the Guarantors’ property. 29. On information and belief at least $10,000,000 of the loan received by the Debtor was attributable to the Guarantors’ property that serves as collateral for the Defendant’s March 2020 loan. 30. Section 544 of the Bankruptcy Code granted the Debtor, as debtor-in-possession and as of the Petition Date, a judicial lien on all property of the Debtor, which is secondary to the Defendant’s prepetition lien. 31. The Debtor does not have a security interest over any property (real or personal) of the Guarantors. 32. Defendant will retain its right to pursue property of the Debtor to satisfy any deficiency on its claim after first foreclosing on property of the Guarantors. 33. Defendant pursuing assets of third party Guarantors’ property before pursuing property of the Debtor will result in a recovery to the Debtor’s unsecured creditors. 34. Defendant will not be prejudiced by first resorting to collection from the Guarantors’ property. 35. Requiring the Defendant to first pursue property of the Guarantors will promote fair dealing and justice by preserving some of the proceeds from the liquidation of the Debtor’s assets for creditors other than Defendant.

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36. It is appropriate for the Court to employ the equitable doctrine of marshalling and to require the Defendant to first pursue property of the Guarantors before collecting on its claim from property of the Debtor to the detriment of all other creditors. COUNT II The Debtor is Entitled to Recover Costs and Expenses from Liquidating the Defendant’s Collateral Under § 506(c) of the Bankruptcy Code 37. The Plaintiff incorporates the allegations and facts contained in the foregoing paragraphs as if fully set forth herein. 38. The Defendant currently holds an allowed secured claim secured by all of the Debtor’s property pursuant to the Replacement Lien and the prepetition lien. 39. The Debtor is currently working towards liquidating all of its assets with the goal of using the proceeds from the liquidation efforts to pay the creditors in this case. 40. The costs and expenses of liquidating the Debtor’s property will principally benefit the Defendant as the holder of the Replacement Lien. 41. Pursuing the recovery of costs and expenses that will be expended in liquidating Defendant’s collateral pursuant to 11 U.S.C. § 506(c) will preserve more value to distribute to unsecured creditors as opposed to allowing all of the Debtor’s resources to inure to the sole benefit of Defendant. 42. The Debtor is permitted to recover from the liquidation of the Debtor’s assets the reasonable costs and expenses of liquidating the assets. COUNT III Defendant’s Prepetition UCC Lien Does Not Cover the Debtor’s Titled Vehicles 43. The Plaintiff incorporates the allegations and facts contained in the foregoing paragraphs as if fully set forth herein.

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44. The Defendant’s prepetition lien is secured by a UCC Financing Statement. 45. The Minnesota Uniform Commercial Code (the “UCC”) states that the UCC “does not apply to the extent that … another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state…” Minn. Stat. § 336.9-109(c)(2). 46. Section 168A.17 of the Minnesota Statutes states: “a security interest in a vehicle of a type for which a certificate of title is required is not valid against creditors of the owner or subsequent transferees or secured parties of the vehicle unless perfected as provided in sections 168A.01 to 168A.31.” Minn. Stat. § 168A.17. 47. The Defendant did not follow the procedures under sections 168A.01 through 168A.31of the Minnesota Statutes in order to have the title of the Debtor’s titled vehicles show a lien. 48. As such, the Defendant’s prepetition lien does not cover the Debtor’s titled vehicles. 49. On February 25, 2019, Worldwide Distributors (“Worldwide”) entered into a Member Credit Agreement with the Debtor. 50. On February 27, 2019, Worldwide and the Debtor entered into a Security Agreement, in which the Debtor granted Worldwide a security interest in substantially all of the Debtor’s assets. 51. Worldwide’s security interest primes the Defendant’s security interest. 52. The Plaintiff asserts that Worldwide’s lien is avoidable pursuant to 11 U.S.C. § 544.

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COUNT IV 11 U.S.C. § 551 – Preservation for the Benefit of the Estate 53. The Plaintiff incorporates the allegations and facts contained in the foregoing paragraphs as if fully set forth herein 54. To the extent that Worldwide’s lien is avoidable pursuant to 11 U.S.C. § 544 (or any other section under chapter 5 of the Bankruptcy Code), the value recovered from that avoidance is preserved for the benefit of the bankruptcy estate as provided for in 11 U.S.C. § 551.4 55. Further, to the extent the lien of any other third party is avoided or to the extent that a lease is determined to be a disguised sale and the leasing party does not possess a perfected lien in such property, the liens of the estate under 11 U.S.C. § 544 prime the lien of Defendant on such property pursuant to 11 U.S.C. § 551. WHEREFORE, the Committee respectfully requests that, after all due proceedings, there be judgment entered in favor of the Committee on behalf of the bankruptcy estate and against the Defendant: a) Requiring Second Avenue Capital Partners, LLC to first pursue its collateral held by the Guarantors before pursuing the collateral held by the Debtor; b) Granting the Debtor permission to recover the costs and expenses incurred in liquidating Second Avenue Capital Partners, LLC’s collateral to the extent of any benefit to Second Avenue Capital Partners, LLC; c) Declaring that Second Avenue Capital Partners, LLC’s prepetition lien does not extend to the Debtor’s titled vehicles; 4 11 U.S.C. § 551 states “Any transfer avoided under section 522, 544, 545, 547, 548, 549, or 724(a) of this title, or any lien void under section 506(d) of this title is preserved for the benefit of the estate but only with respect to property of the estate.”

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d) Declaring that any liens which are avoided pursuant any section of chapter 5 of the Bankruptcy Code prime the lien of Defendant on such property and are preserved for the benefit of the estate; and e) Granting all further legal and equitable relief. Respectfully submitted, BASSFORD REMELE A Professional Association Dated: March 12, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368) 33 South Sixth Street, Suite 3800 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com and 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: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. MEMORANDUM OF LAW IN SUPPORT OF MOTION OF THE COMMITTEE FOR AUTHORITY TO BRING CERTAIN CLAIMS ON BEHALF OF THE DEBTOR The Official Committee of Unsecured Creditors (the “Committee”), by and through undersigned counsel, submits this memorandum of law in support of its Motion for Authority to Bring Certain Claims on Behalf of the Debtor, in accordance with Local Rule 9013-2(a). INTRODUCTION The Committee, through this Motion, seeks derivative standing to pursue certain causes of action against Second Avenue Capital Partners, LLC (“Second Avenue”), including (1) a claim to require Second Avenue to pursue third party real estate serving as its collateral before property of the estate under the equitable doctrine of marshalling; (2) a claim pursuant to 11 U.S.C. § 506(c) to recover funds used by the Debtor to liquidate the collateral interests of Second Avenue; and (3) a claim to determine that Second Avenue does not have a lien on the Debtor’s titled vehicles (the “Claims”). By not pursuing these claims, the Debtor risks depleting all assets for the sole benefit of Second Avenue while leaving the unsecured creditors with essentially nothing left of the pie. Specifically, not imposing the equitable doctrine of marshalling on Second Avenue would allow Second Avenue to deplete all of the Debtor’s assets prior to liquidating the third party real estate, thereby depleting the only source of possible recovery for the unsecured creditors. Whereas

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requiring the liquidation of the third party real estate first will potentially preserve some value to distribute to the unsecured creditors without any prejudice to Second Avenue. Likewise, pursuing the recovery of costs and expenses that will be expended in liquidating Second Avenue’s collateral pursuant to 11 U.S.C. § 506(c) will similarly preserve more value to distribute to unsecured creditors as opposed to allowing all of the Debtor’s resources to inure to the sole benefit of Second Avenue. Lastly, the Committee has not seen any evidence that Second Avenue’s lien extends to the Debtor’s titled vehicles. Second Avenue cannot be allowed to recover from assets that are not covered by its security interests to the detriment of all other creditors. BACKGROUND The supporting facts are set forth in the Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. ARGUMENT The Eighth Circuit has made clear that “derivative standing is available to a creditor to pursue avoidance actions when it shows that a Chapter 7 trustee (or debtor-in-possession in the case of Chapter 11) is ‘unable or unwilling’ to do so.” In re Racing Servs., Inc., 540 F.3d 892, 898 (8th Cir. 2008). The court in Racing Servs. further outlined the four elements that a creditor must meet to obtain derivative standing: (1) it petitioned the Debtor to bring the claims and the Debtor refused; (2) its claims are colorable; (3) it sought permission from the bankruptcy court to initiate an adversary proceeding; and (4) the Debtor unjustifiably refused to pursue the claims. Id. at 900.

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As stated above, the Committee has requested that the Debtor pursue the Claims against Second Avenue, but it has refused to do so. As such, the first element is met. The Committee is currently, through this Motion, seeking permission from the Court to initiate an adversary proceeding against Second Avenue in the form of the proposed complaint attached to the Motion as Exhibit 1. As such, the third element is also met. The Committee will show that the remaining two elements are similarly met. I. THE CLAIMS ARE COLORABLE The Committee’s claims are outlined in detail in the attached Complaint. However, the Committee summarizes its assertions and applicable law here. A. Marshalling is appropriate. The Eighth Circuit described the doctrine of marshalling as follows: Pursuant to the federal doctrine of marshaling, if a senior lien holder has a lien that extends to two funds or two potential funds, and a junior lien holder has recourse to only one of those funds, the senior lien holder may be required to exhaust the fund to which only it has access before proceeding against the fund that is also available to the junior lien holder. In re Bame, 279 B.R. 833, 837 (B.A.P. 8th Cir. 2002). In Bame, the court stated that the doctrine is “designed to promote fair dealing and justice and is applied when it can be equitably fashioned as to all parties. …” and that “[m]arshaling is not appropriate where it will cause prejudice.” Id. In the present case, Second Avenue holds the position of senior lien holder over the Debtor’s property both pursuant to the Credit Agreement and the Cash Collateral Order. The bankruptcy estate, pursuant to section 544 of the Bankruptcy Code holds the position of a junior lien holder over all of the Debtor’s property. The bankruptcy estate (and transitively the Committee) only has recourse to the Debtor’s property while Second Avenue has recourse to both the Debtor’s property and the Guarantors’ property. It therefore makes sense to have

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Second Avenue exhaust the fund to which only it has access (the Guarantors’ property) before proceeding against the Debtor’s property, to which all creditors have access. Also, there is no indication that Second Avenue will be prejudiced by first resorting to collection from the Guarantors’ property. It does not prejudice its right to collect from the Debtor’s property to recover any deficiency that remains. Additionally, requiring marshalling would promote fair dealing and justice in that it would allow maximum distribution to all creditors as opposed to allowing Second Avenue to collect in full while leaving the remaining creditors with nothing. B. The Debtor has a colorable claim under section 506(c). Section 506(c) allows a debtor in possession to “recover from property securing an allowed secured claim the reasonable, necessary costs and expenses of preserving, or disposing of, such property to the extent of any benefit to the holder of such claim…” 11 U.S.C. § 506(c). By liquidating its property under the current course of action, the Debtor is disposing of that property to the benefit of Second Avenue (i.e. by collecting the proceeds from the liquidation). As such, the Debtor is entitled to recover from the liquidation proceeds the costs of the liquidation when the principal benefactor of the liquidation is Second Avenue. C. Second Avenue’s lien does not extend to the Debtor’s titled vehicles. The Minnesota Uniform Commercial Code (the “UCC”) states that the UCC “does not apply to the extent that … another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state…” Minn. Stat. § 336.9-109(c)(2). Section 168A.17 of the Minnesota Statutes states: “a security interest in a vehicle of a type for which a certificate of title is required is not valid against creditors of the owner or subsequent transferees or secured parties of the vehicle unless perfected as provided in sections 168A.01 to 168A.31.” Minn. Stat. § 168A.17.

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Because there is a Minnesota statute that expressly governs the creation, perfection, priority, or enforcement of a security interest in the Debtor’s titled vehicles, Second Avenue’s UCC security interest does not apply to those assets. Further, there is no evidence that Second Avenue has followed the procedures as required in sections 168A.01 through 168A.31. II. BASED ON THE CASH COLLATERAL ORDER, THE DEBTOR COULD NOT CONSENT TO PURSUING THE CLAIMS The Eighth Circuit, in Racing Services, stated factors that a bankruptcy court should consider in determining whether a Debtor’s refusal to pursue certain claims is unjust: [T]he determination of whether the trustee unjustifiably refuses to bring a creditor's proposed claims will require bankruptcy courts to perform a cost-benefit analysis. While by no means exhaustive, among the factors the court should consider in conducting this analysis are: (1) the probabilities of legal success and financial recovery in event of success; (2) the creditor's proposed fee arrangement; and (3) the anticipated delay and expense to the bankruptcy estate that the initiation and continuation of litigation will likely produce. Racing Servs., 540 F.3d at 901 (internal quotes omitted). While advocating for a cost-benefit analysis, the court also made clear that “a [debtor in possession] almost certainly abuses his discretion by refusing to bring a creditor's claim that, if successful, would clearly benefit the estate.” Id. at 900 (emphasis in original). In this case, the Debtor is not refusing to pursue the Claims based on an “abuse of discretion,” per se. Rather, the Debtor has indicated that, because of the Cash Collateral Order, it is unable to pursue these claims. A similar situation was present in the Racing Servs. case. In the Eighth Circuit case, “[t]he Trustee filed a formal response stating that he ‘does not resist PW [Enterprises'] motion ...’” Racing Servs., 540 F.3d at 897. The Racing Servs. court differentiated between when a trustee consents to granting a creditor derivative standing versus when a trustee unjustifiably refuses to pursue claims, but ultimately held that whatever the case, “whether a

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creditor seeks derivative standing because the trustee ‘unjustifiably’ refuses to pursue its claims or consents to the creditor's complaint, the bankruptcy court has the same obligation—to carefully scrutinize the request and satisfy itself that derivative standing is proper under the circumstances.” Id. at 903. In this case, the Debtor has not “unjustifiably” refused to bring the Claims; nor has it “consented” to the Committee bringing the claims. Rather, it is simply unable to bring these Claims, falling somewhere between the two circumstances outlined in Racing Servs. In this case, this Court should still perform the basic function of determining whether standing is proper under these circumstances. The Committee respectfully asserts that it is. While the benefit to the estate from success on the Claims would “clearly” benefit the estate, the cost-benefit analysis will show the same. Further, the probability of succeeding on the marshaling claim is very good given the minimal (if any) impact on Second Avenue and the benefit to the estate. This would clearly prove to be a fair and just outcome without prejudice to Second Avenue. Similarly, the law is abundantly clear that a UCC lien does not attach to titled vehicles under Minnesota law. As such, the Committee is likely to be successful in seeking a declaration that Second Avenue’s UCC lien does not apply to the Debtor’s titled vehicles. While the claim under section 506(c) to recover the cost of liquidating Second Avenue’s collateral is admittedly less certain, the Committee asserts it has a legitimate likelihood of success. In the event the Committee is successful in even two out of the three of the Claims, The benefit to the estate could be in the millions of dollars given the amount that would be saved

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from having Second Avenue first turn to the Guarantors’ property and by excepting the titled vehicles from Second Avenue’s UCC. As to the Committee’s fee arrangement, the Committee’s fees are already subject to approval by this Court and the rates of the Committee’s professionals were approved when the employment of those professionals was approved by this Court. Lastly, these are fairly straight-forward issues and should not be time-consuming given the current status of the case as all parties have a good grasp on the relevant factual background. As such, any delay or expense to the estate should be minimal and be far-outweighed by the likely benefit that it will produce. CONCLUSION Because the Committee will be likely to succeed on its Claims and will achieve a significant financial recovery of the estate in the event if it does; because the fee arrangement for the Committee is already established; and because the delay and additional costs of litigation to the estate will be minimal, and in any event, are justified by the potential benefits of success, the Committee meets the requisite standard for a conferral of derivative standing. Accordingly, the Committee respectfully requests that this Court grant the Motion, enter an order granting it derivative standing to bring the above referenced claims on behalf of the Debtor in the form of the Complaint attached to the Motion as Exhibit 1, as well as such other and further relief as is just and equitable. Respectfully submitted, BASSFORD REMELE A Professional Association Dated: March 12, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368) 33 South Sixth Street, Suite 3800

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Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 Email: jklobucar@bassford.com and 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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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. DECLARATION FOR PROOF OF SERVICE I, Jeffrey D. Klobucar, an attorney licensed to practice law in this Court, with an office address of 100 South Fifth Street, Suite 1500, Minneapolis, MN 55402, declare that on March 12, 2021, I caused the following documents: - Motion of the Committee For Authority to Bring Certain Claims on Behalf of the Debtor with Exhibit 1; - Memorandum of Law in Support; - Declaration for Proof of Service; and - Proposed Order, 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. I further declare that I caused a copy of the foregoing documents to be mailed to the following non-ECF participants by enclosing in an envelope and mailing by First Class Mail with postage prepaid: Arthur L. Mann Barnes & Thornburg LLP 507 S. Broadway Ave. Molly N. Sigler, Esq. Urbana, IL 61801 2800 Capella Tower 225 South Sixth Street Minneapolis, MN 55402-4662 Cam2 International Blackwood Pet Food LLC Chantel Lambert Officer/Managing, Gen. or App. Agent Po Box 530 38281 Industrial Pk. Rd. Roseland, LA 70456 Lisbon, OH 44432

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City of Burlington City of Elkhart 300 N. Pine St. Municipal Building Burlington, WI 53105 220 S. Second St. Elkhart, IN 46516 City of Gibson City of Lansing PO Box 545 124 W Michigan Ave Gibson City IL 60936 9th Floor Lansing MI 48933 City of Lima Utilities Dept City of McHenry PO Box 183199 333 S Green St Columbus OH 43218 McHenry IL 60050 City of Pekin City of Pontiac 111 South Capitol Pontiac City Hall St Pekin IL 61554 115 W Howard St Pontiac IL 61764 City of Streator City of Wabash PO Box 517 Wastewater Utility Wabash IN 46992 Po Box 245 Wabash IN 46992 City of Warsaw City of Washington Water Sewer Dept Wastewater Payment Office 301 Walnut St Po Box 557 Washington IL 61571 Warsaw IN 46581 City of Watseka Fulton County Treasurer PO Box 338 PO Box 111 201 N Brianna Dr Lewistown IL 61542 Watseka IL 60970 Elias. Meginnes & Seghetti, P.C. Grant County Treasurer Janaki Hannah Nair 401 S Adam St 416 Main St Ste 1400 2nd Floor Peoria IL 61602 Marion IN 46953 Fulton County Chamber of Commerce IL Secretary of State Officer/Managing Gen or Appointed 213 State Capitol Agent Springfield IL 62756 822 Main St Rochester IN 46975 Gibson Area Chamber of Commerce Illinois Dept of Revenue Officer/Managing Gen or Appointed PO Box 19013 Agent Springfield IL 62794-9013 PO Box 294 Gibson City IL 60936

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Greater Elkhart Chamber Indiana Dept of Revenue Officer/Managing Gen or Appointed PO Box 40 Agent Indianapolis IN 46206-0040 PO Box 428 Elkhart IN 46515-0428 Illinois Dept of Revenue Indiana Secretary of State Officer/Managing, Gen. or App. Agent Auto Dealer Svc Div James R Thompson Ctr Concourse Level 302 W Washington St 100 West Randolph St Room E-018 Chicago IL 60601-3274 Indianapolis IN 46204 Indiana Dept of Revenue Internal Revenue Svc Officer/Managing, Gen. Or App. Agent Officer/Managing Gen. or App. Agent Bankruptcy Section MS 108 Wells Fargo PL 100 North Senate Ave Rm N240 30 E 7th St Mailstop 5700 Indianapolis IN 46204 St Paul MN 55101 Indiana Michigan Power Kosciusko Chamber of Commerce PO Box 371496 Officer/Managing Gen or Appointed Agent Pittsburgh PA 15250 523 S Buffalo St Ste A Warsaw IN 46580 Internal Revenue Service Laporte County Treasurer PO Box 7346 555 Michigan Ave Ste 102 Philadelphia PA 19101-7346 La Porte IN 46350 Internal Revenue Svc Law Firm of Russell R Johnson III Plc Centralized Insolvency Operations Russell R Johnson III; John M Craig PO Box 7346 2258 Wheatlands Drive Philadelphia PA 19101 Manakin-Sabot VA 23103 Kosciusko County Clerk McHenry County Collector 121 N Lake St 2100 N Seminary Ave Warsaw IN 46580 Woodstock IL 60098 Livingston County Treasurer Michigan Dept of Treasury PO Box 50 Officer/Managing, Gen. or App. Agent Pontiac IL 61764 Treasury Bldg Lansing MI 48922 McHenry Area Chamber of Commerce Minnesota Attorney General Officer/Managing Gen or Appointed Keith Ellison Agent 445 Minnesota St 1257 N Green St Ste 1400 McHenry IL 60050 St Paul MN 55101

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Michigan Dept of Treasury MN Dept of Revenue Tax Policy Division/Litigation Liaison Collection Enforcement 430 West Allegan St Mail Station 5130 2nd Fl Austin Bldg St. Paul MN 55164 Lansing MI 48922 Michigan Dept of Treasury MWI Veterinary Supply 430 W Allegan St Donald L Curtis Lansing Mi 48922 3041 W Pasadena Drive Boise ID 83702 MN Dept of Revenue Office of The US Attorney Officer/Managing, Gen. or App. Agent Erica Hinkle MacDonald Mail Station 5130 300 South Fourth St St Paul MN 55146-5130 Ste 600 Minneapolis MN 55415 Montgomery County Treasurer Ohio Dept of Taxation 1 Courthouse Square Officer/Managing, Gen. or App. Agent Room 101 Po Box 530 Hillsboro IL 62049 Columbus OH 43216-0530 Needleart World LLL Pekin Area Chamber of Commerce Donna Boldt Pekin Area Chamber of Commerce 4732 G North Royal Atlanta Drive Officer/Managing GE Tucker GA 30084 402 Court St Pekin IL 61554-3201 Ohio Bureau of Workers Compensation Second Avenue Capital Partners LLC Officer/Managing Gen or Appointed Officer/Managing, Gen. or App. Agent Agent 75 Second Ave, Ste 550 PO Box 89492 Needham MA 02494 Cleveland OH 44101-6492 Ohio Dept of Taxation State of Michigan PO Box 2678 PO Box 30255 Columbus OH 43216-2678 Lansing MI 48909 State of Wisconsin Stihl Inc Dept of Natural Resources Officer/Managing Gen. or App. Agent PO Box 7924 536 Viking Dr Madison WI 53707 Virginia Beach VA 23452 Under Armour Inc Tea Olive I LLC Kimberly Troast Attn: President 1020 Hull St 2600 Eagan Woods Drive Baltimore MD 21230 Suite 120 Eagan MN 55121

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United Paving Inc True Media LLP 235 N. Washington Preston A Waller Paxton IL 60957 500 Business Loop 70 West Columbia MO 65203 Valassis Communications Inc United Paving Inc Scott Guilleaume Brad Polson 19975 Victor Parkway RR 2 Livonia MI 48152 Paxton IL 60957 Wabash County Treasurer United Paving Inc 1 W Hill St, Ste 104 PO Box 67 Wabash IN 46992 Paxton IL 60957 Wisconsin Department of Justice Vermillion County Treasurer 17 W Main St PO Box 730 Madison WI 53703 Danville IL 61834 Worldwide Distributors Wells Fargo Bank NA Steve Apple Officer/Managing Gen. or App. Agent Po Box 88607 800 Walnut St, F0005-044 Seattle WA 98138-0607 Des Moines IA 50309 Wisconsin Dept of Revenue Wisconsin Dept of Revenue 2135 Rimrock Rd Officer/Managing Gen. or App. Agent Madison WI 53708 2135 Rimrock Rd Madison WI 53713 Will County Treasurer 302 N Chicago St Joliet IL 60432 And I declare, under penalty of perjury, that the foregoing is true and correct. Dated: March 12, 2021 By: /e/ Jeffrey D. Klobucar Jeffrey D. Klobucar (#0389368)

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Bankruptcy Case No. 21-30037 (WJF) Tea Olive I, LLC d/b/a Stock+Field. Chapter 11 Case Debtor. ORDER GRANTING MOTION OF THE COMMITTEE FOR AUTHORITY TO BRING CERTAIN CLAIMS ON BEHALF OF THE DEBTOR This matter is before the court on the motion of the Official Committee of Unsecured Creditors (the “Committee”) seeking derivative standing to pursue certain claims against Second Avenue Capital Partners, LLC. Based upon the files and records, IT IS HEREBY ORDERED, 1. The Committee’s Motion is GRANTED, 2. The Committee is granted derivative standing to pursue the Claims referenced in the Motion on behalf of the estate. Dated:_______________ ____________________________________ William J. Fisher United States Bankruptcy Judge