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Full title: NOTICE OF HEARING AND OMNIBUS MOTION FOR ORDER AUTHORIZING REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS filed by Tea Olive I, LLC . An affidavit or verification, Memorandum of law, Proposed order. Hearing scheduled 4/15/2021 at 10:00 AM at Courtroom 2B, 2nd floor, 316 North Robert Street, St. Paul, Judge William J. Fisher. (LindaE QC MNBS) (Entered: 03/26/2021)

Document posted on Mar 25, 2021 in the bankruptcy, 13 pages and 1 tables.

Bankrupt11 Summary (Automatically Generated)

This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rules 1070-1 and 1073-1.The Debtor’s Leases and Contracts constitute executory contracts or unexpired leases within the meaning of 11 U.S.C. § 365(a).Pursuant to Local Rule 9013-2, the Debtor gives notice that it may, if necessary, call one or more of the following to testify regarding the facts set forth in this Motion: (a) Matthew Whebbe, the Chief Executive Officer of the Debtor, whose business address is 2600 Eagan Woods Drive, Suite 120, Eagan, MN 55121 and (b) Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844.All leased equipmentMarion Store Lease - Sublease Agreement dated August [_], 2009 by and between Home Depot U.S.A., Inc., as Sublandlord, and Eastern Big R Stores, Inc., as Subtenant, as and to the extent assigned to and assumed by Tea Olive I, LLC pursuant to that certain Assignment and Assumption Agreement dated August 17, 2018 by and between Central 2455 Paces Ferry NW The Debtor’s rejection of the unexpired leases and executory contracts as listed in Exhibit A to the Motion is approved and effective as of 11:59 p.m. on March 31, 2021, or April 30, 2021, as specified for each unexpired lease or executory contract in Exhibit A. 2.

List of Tables

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. NOTICE OF HEARING AND OMNIBUS MOTION FOR ORDER AUTHORIZING REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS TO: The parties in interest as specified in Local Rule 9013-3(a)(2). 1. The above-captioned debtor (the “Debtor”) moves this Court for the relief requested below and gives notice of hearing. 2. The Court will hold a hearing on this Motion at 10:00 a.m. (central time) on April 15, 2021, in Courtroom 2B, 232 Warren E. Burger Federal Building and U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. The hearing will be held telephonically: 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 not later than April 9, 2021, pursuant to the applicable Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Local Rules. UNLESS A RESPONSE OPPOSING THAT RELIEF IS TIMELY FILED, THE COURT MAY GRANT THE RELIEF REQUESTED WITHOUT A HEARING. 4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, Bankruptcy Rule 5005, and Local Rules 1070-1 and 1073-1. This is a core proceeding. The petition commencing this chapter 11 case was filed on January 10, 2021 (the “Filing Date”). The case is now pending in this Court.

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5. The relief sought in this Motion is based upon 11 U.S.C. §§ 105(a) and 365 and Bankruptcy Rule 6006. The Debtor moves the Court for an order authorizing the rejection of unexpired leases and executory contracts effective March 31, 2021. 6. As required by Bankruptcy Rule 6006(f)(1), any counterparty may locate its name and corresponding contract(s) or lease(s) on Exhibit A attached to this Motion, which identifies the unexpired leases and executory contracts the Debtor intends to reject (the “Rejected Agreements”). GENERAL BACKGROUND 7. On the Filing Date, the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtor has continued in possession of its respective assets and the management of its business as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 8. Further general background information about the Debtor and this case is set forth in the Declaration of Matthew Whebbe in Support of Chapter 11 Petition and Initial Motions [Docket. No. 22] and the Declaration of James H. Cullen [Docket. No. 20]. The additional facts relevant to this Motion set forth below are verified by Matthew Whebbe, as evidenced by the attached verification. RELEVANT BACKGROUND 9. As part of its business operations, the Debtor entered into and currently maintains numerous prepetition unexpired leases, including of equipment and nonresidential real estate (the “Leases”) and business contracts (the “Contracts”). The Debtor’s Leases and Contracts constitute executory contracts or unexpired leases within the meaning of 11 U.S.C. § 365(a).

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10. After commencing this case, the Debtor immediately obtained approval to conduct “store closing” sales (the “GOB Sales”) on an accelerated basis [Docket Nos. 55 and 123]. The GOB Sales are currently projected to end on or before March 31, 2021. 11. Additionally, on February 26, 2021, the Debtor moved the Court to approve a sale of substantially all of its remaining assets used in its retail operations, including but not limited to its remaining furniture, fixtures, equipment, inventory, and intangibles, but excluding certain property, including certain causes of action (the “Sale Motion”) [Docket No. 175] pursuant to an Asset Purchase Agreement by and between the Debtor and R.P. Acquisition Corporation (the “APA”).1 By the Sale Motion, the Debtor also sought to assume and assign the Assumed Contracts, i.e., those leases and contracts designated by the purchaser pursuant to the APA. 12. The Court approved the proposed sale, including the assumption and assignment of the Assumed Contracts, on March 15, 2021 [Docket. No. 228]. 13. Due to its above-described winddown and sale efforts, the Debtor intends to cease substantially all of its operations by March 31, 2021. 14. Because the Debtor will cease substantially all of its operations by March 31, 2021, the Debtor will no longer require the majority of its Leases and Contracts after that date. The Debtor has therefore determined, in the exercise of its business judgment, that rejecting the Rejected Agreements, with an effective date of March 31, 2021, or April 30, 2021, as specified for each rejected agreement in Exhibit A to this Motion, is in the best interest of the estate. 15. The Debtor anticipates that it may enter into certain stipulations with the counterparties to the Rejected Agreements regarding the rejection of those agreements and the related claims that may arise from the rejection. In the event the Debtor enters into any such 1 A copy of the APA was filed as Docket No. 181.

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stipulation, it will seek approval of the stipulation without further notice or hearing and THE DEBTOR HEREBY GIVES NOTICE OF INTENT TO SEEK APPROVAL OF ANY SUCH STIPULATION OR AGREED ORDER. 16. Pursuant to Local Rule 9013-2, this Motion is verified and is accompanied by a memorandum of law and proposed order. 17. Pursuant to Local Rule 9013-2, the Debtor gives notice that it may, if necessary, call one or more of the following to testify regarding the facts set forth in this Motion: (a) Matthew Whebbe, the Chief Executive Officer of the Debtor, whose business address is 2600 Eagan Woods Drive, Suite 120, Eagan, MN 55121 and (b) Michael Wesley, a Partner at Clear Thinking Group, the Chief Restructuring Officer and Financial Advisor to the Debtor, whose business address is 401 Towne Centre Drive, Hillsborough, NJ 08844. WHEREFORE, the Debtor respectfully moves the Court for an order A. Approving the rejection of the Rejected Agreements pursuant to 11 U.S.C. § 365(a) effective as of 11:59 p.m. on March 31, 2021, or April 30, 2021, as specified for each rejected agreement in Exhibit A; B. Approving any such stipulations entered into by the Debtor and any counterparty to the Rejected Agreements; and C. Granting such other and further relief as the Court may deem just and equitable.

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Dated: March 26, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) Steven R. Kinsella (#0392289) James C. Brand (#387362) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 612.492.7000 ccutler@fredlaw.com skinsella@fredlaw.com jbrand@fredlaw.com sandre@fredlaw.com emcadam@fredlaw.com ATTORNEYS FOR DEBTOR

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VERIFICATION I, Matthew Whebbe, the CEO of the Debtor, declare under penalty of perjury that the facts set forth in the preceding motion are true and correct according to the best of my knowledge, information, and belief. Dated: March 26, 2021 _____________________________ Matthew Whebbe

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EXHIBIT A

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Effective Date of Rejection Tea Olive I, LLC - Stock+Field Name Address Rejection Date Description 989 E. Hillside Blvd. Suite 300 Contract - Master Subscription AgreementBright Edge Technologies, Inc. Foster City CA 94404 3/31/2021dba EasyHeat Wood Pellets Wood Pellets 15 Sprague Ave Buckeye Diamond Logistics Inc. South Charleston OH 45368 3/31/2021970 Windham Ct Lima Store Lease Clocktower Plaza, LLC Boardman OH 44513 3/31/2021 1750 S. Brentwood Blvd Ste 209 Master Services Agreement and various statements of workdeckcommerce Saint Louis MO 63144 3/31/2021 Eagan Woods Office Center, LLC c/o SH Commercial Real Estate Service 3/31/2021 Office Lease - 2600 Eagan Woods Dr, Eagan, MN 55121 - Suite 12012301 Whitewater Drive Suite 100 Minnetonka MN 55343 Eagan Woods Office Center, LLC c/o SH Commercial Real Estate Service 3/31/2021 Office Lease - 2600 Eagan Woods Dr, Eagan, MN 55121 - Suite 9012301 Whitewater Drive Suite 100 Minnetonka MN 55343 7900 Xerzes Avenue South 21st Floor Software Lease AgreementEBM Software, LLC Bloomington MN 55431 4/30/2021 804 Las Cimas Parkway Master Customer Agreement Epicor Software Corporation Austin TX 787460 4/30/2021 1010 Northern Blvd Findlay Store Lease Findlay Mall Capital Holding Great Neck NY 11021 3/31/2021 1620 Dodge Street Contract - Joint Marketing Agreement of Co-Branded Credit CardFirst National Bank of Omaha Omaha NE 68197 3/31/2021 555 E. South Frontage Rd Fleet Equipment Trailer Leases Fleet Equipment Bolingbrook IL 60440 3/31/2021 138 Buntrock Ave Burlington Store Lease Fox River Plaza, LLC Thiensville WI 53092 3/31/2021 Western Union Telegraph Building Getty Images Marketing 195 Broadway Getty Images New York NY 10007 3/31/2021 P.O. Box 677458 Benefits Contract Guardian Life Dallas TX 75267 3/31/2021 25551 Network Place Benefits Contract Health Care Service Corporation Chicago IL 60673 3/31/2021 P.O Box 98 L.P. Gas & Water Conditioning Equipment Lease AgreementHicksgas Roberts IL 60962 3/31/2021 American Welding Tank - Serial #95F039485Propane Service Equipment Lease Agreement P.O. Box 111 All leased equipment Hicksgas Knox IN 46534 3/31/2021 L.P. Gas & Water Conditioning Equipment Lease Agreement All leased equipment P.O. Box 339 Hicksgas Oakwood IL 61858 3/31/2021 1620 E Walnut Propane Equipment Lease Agreement Hicksgas Watseka IL 60970 3/31/2021 All leased equipment 6792 E 1700 N Road Propane Service and Equipment Lease AgreementHicksgas Oakwood IL 61858 3/31/2021 All leased equipment 1005 Interlake Drive L.P. Gas & Water Conditioning Equipment Lease AgreementHicksgas Pontiac IL 617640 3/31/2021 All leased equipment 1023 Lake Ave. Propane Service and Equipment Lease AgreementHicksgas Woodstock IL 60098 3/31/2021 All leased equipment L.P. Gas & Water Conditioning Equipment Lease Agreement Hicksgas 415 S Division St Braidwood IL 60408 3/31/2021 All leased equipmentHicksgas, LLC (Dekalb) Propane Gas & Water Conditioning Equipment Lease AgreementP.O. Box 577 All leased equipment Hicksgas Cortland IL 60112 3/31/2021 27833 Cooper Road Propane Equipment Lease Agreement Hicksgas Morton IL 615500 3/31/2021 All leased equipment P.O. Box 127 Propane Service and Equipment Lease Agreement Hicksgas, LLC Marseilles IL 61341 3/31/2021 All leased equipmentMarion Store Lease - Sublease Agreement dated August [_], 2009 by and between Home Depot U.S.A., Inc., as Sublandlord, and Eastern Big R Stores, Inc., as Subtenant, as and to the extent assigned to and assumed by Tea Olive I, LLC pursuant to that certain Assignment and Assumption Agreement dated August 17, 2018 by and between Central 2455 Paces Ferry NW Big R Stores, Inc., Watseka Rural King Supply, Inc., and Allied Big R. Home Depot USA, Inc Atlanta GA 30339 3/31/2021 Stores, LLC, as Sellers, and Tea Olive I, LLC, as Buyer. P.O. Box 939 Benefits Contract

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Effective Date of Rejection Tea Olive I, LLC - Stock+Field
Table 1 on page 9. Back to List of Tables
Name Address Rejection Date Description
Illiana Realty, LLC P.O. Box 158
Watseka IL 60970
3/31/2021 Distribution Center -53 Store Lease
Illiana Realty, LLC P.O. Box 158
Watseka IL 60970
3/31/2021 McHenry Store Lease
Joda Crabtree Po Box 158
Watseka IL 60970
3/31/2021 Distribution Center -51 Store Lease
Juniper I, LLC 2600 Eagan Woods Dr
Eagan MN 55121
3/31/2021 Portage Store Lease
Juniper II, LLC 2600 Eagan Woods Dr
Eagan MN 55121
3/31/2021 Lansing Store Lease
Liberty Propane 15680 Canal Bank Rd
Lemont IL 60439
3/31/2021 Propane Service and Equipment Lease Agreement
All leased equipment
Lincoln Financial Group P.O. Box 0821
Carol Stream IL 60132
3/31/2021 Benefits Contract
Loomis Armored US, LLC 2500 City West Blvd., Ste 2300
Houston TX 77042
3/31/2021 Safe - 24 Titan C 2250 Note Capacity, XL Cassette Safe with 1 Single
Note Feed Validator
Mastercard International Incorporated Attn: Craig Vosburg, President, North Am
2000 Purchase Street
Purchase NY 10577
3/31/2021 Contract - Co-Branded Credit Card Provider
Michigan Computer Services, Inc. York Worldwide Technologies
5000 Hakes Drive Ste. 200
Norton Shores MI 49441
3/31/2021 EDI FASTrack Agreement
Northpoint Development Holdings LLC 20 Northpoint Dr
Streator IL 613640
3/31/2021 Streator Store Lease
Oracle+Netsuite 500 Oracel Parkway
Redwood Shores CA 94065
3/31/2021 Bronto Email Services
People's ETC 275 E. Court Street, Suite 201
Kankakee IL 60901
4/30/2021 Contract - Payroll service provider
Pink Dogwood 2600 Eagan Woods Dr
Eagan MN 55121
3/31/2021 Distribution Center -52 Store Lease
Reddy Rentals, Inc. 34194 Aurora Road, # 226
Solon OH 44139
3/31/2021 Equipment Lease dated January 6, 2017 - Max Pak Model MP60-15
Baler and Wastequip 265IP (Findlay, OH location)
Reddy Rentals, Inc. 34194 Aurora Road, # 226
Solon OH 44139
3/31/2021 Equipment Lease dated August 26, 2016 - Wastequip 265IP (Lima, OH
location)
Reddy Rentals, Inc. 34194 Aurora Road, # 226
Solon OH 44139
3/31/2021 Equipment Lease dated August 19, 2016 - Max Pak Model MP60-15
Baler (Lima, OH location)
Salesforce.com Inc 415 Mission Street
San Francisco CA 94105
3/31/2021 Website Service Contract
Seritage SRC Finance LLC P.O. Box 776148
Chicago IL 60677
3/31/2021 North Elkhart Store Lease
Store Capital 8379 E. Hartford Dr.
Scottsdale AZ 85255
3/31/2021 Store Capital Master Lease #1
Store Capital 8379 E. Hartford Dr.
Scottsdale AZ 85255
3/31/2021 Store Capital Master Lease #2
Store Capital 8379 E. Hartford Dr.
Scottsdale AZ 85255
3/31/2021 Store Capital Master Lease #3
Tovar Snow Professionals 195 Penny Avenue
Dundee IL 60118
3/31/2021 Snow Removal (Pekin, IL location)
Tovar Snow Professionals 195 Penny Avenue
Dundee IL 60118
3/31/2021 Snow Removal (Morris, IL location)
Tovar Snow Professionals 195 Penny Avenue
Dundee IL 60118
3/31/2021 Snow Removal (Homer Glen, IL location)
Verizon Wireless P.O. Box 25505
Lehigh Valley PA 18002
3/31/2021 Cell phone contract
Veteran Shredding, LLC 1800 Cliff Road East, Suite #9
Burnsville MN 55337
3/31/2021 Contract - Monthly Shredding
VSP Service Plan P.O. Box 742135
Los Angeles CA 90074
3/31/2021 Benefits Contract

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. MEMORANDUM IN SUPPORT OF OMNIBUS MOTION FOR ORDER AUTHORIZING REJECTION OF UNEXPIRED NONRESIDENTIAL LEASES AND EXECUTORY CONTRACTS Tea Olive I, LLC d/b/a Stock+Field, (the “Debtor”) submits this memorandum of law in support of the motion submitted herewith (the “Motion”) in accordance with Local Rule 9013-2(a). BACKGROUND The supporting facts are set forth in the verified Motion. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Motion. ANALYSIS The Court should authorize the Debtor to reject the Rejected Agreements, including through any stipulations with any counterparty. The Bankruptcy Code provides that a debtor in possession may either assume or reject unexpired leases, subject only to court approval. See 11 U.S.C. § 365(a); see also 11 U.S.C. § 365(d)(4) (deeming an unexpired lease of nonresidential real property rejected if not specifically assumed or rejected by the earlier of 120 days after the filing date or the entry of an order confirming a plan). The purpose behind section 365(a) is “to permit the trustee or debtor-in-possession to use valuable property of the estate and to renounce title to and abandon burdensome property.” In re Republic Airways Holdings Inc., 547 B.R. 578, 582

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(Bankr. S.D.N.Y. 2016) (quoting Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1098 (2d Cir. 1993)); see also In re Wagstaff Minn., Inc., No. 11-43073, 2012 WL 10623, at *3 (D. Minn. Jan. 3, 2012) (“The purpose of allowing a debtor to reject some contracts is to ‘release the debtor's estate from burdensome obligations that can impede a successful reorganization.’”) (citing In re Bildisco, 465 U.S. 513, 528 (1984)). Courts approve a debtor in possession’s decision to reject if the decision was a reasonable exercise of business judgment. See, e.g., In re Pomona Valley Med. Grp., 476 F.3d 665, 670 (9th Cir. 2007); Four B. Corp. v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 567 n.16 (8th Cir. 1997); Richmond Leasing Co. v. Capital Bank, NA, 762 F.2d 1303, 1309 (5th Cir. 1985); In re Twin Cities Stores, Inc., 421 B.R. 522, 523 (Bankr. D. Minn. 2009). As the Ninth Circuit Court of Appeals explained: [I]n evaluating the rejection decision, the bankruptcy court should presume that the debtor-in-possession acted prudently, on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the bankruptcy estate. It should approve the rejection of an executory contract under § 365(a) unless it finds that the debtor-in-possession's conclusion that rejection would be advantageous is so manifestly unreasonable that it could not be based on sound business judgment, but only on bad faith, or whim or caprice. In re Pomona Valley Med. Grp., 476 F.3d at 670 (citations omitted); see also Sharon Steel Corp. v. Nat’l Fuel Gas Distrib. Corp., 872 F.2d 36, 39–40 (3d Cir. 1989) (affirming the rejection of a service agreement as a sound exercise of the debtor’s business judgment when the bankruptcy court found that such rejection would benefit the debtors’ estate). Here, after March 31, 2021, the Debtor intends to cease substantially all of its operations. It is therefore in the best interest of the Debtor’s estate to cease incurring post-petition obligations under the Rejected Agreements. Accordingly, the Rejected Agreements should be rejected

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effective as of 11:59 p.m. on March 31, 2021, or April 30, 2021, as specified for each rejected agreement in Exhibit A to the Motion, and the stipulations approved. CONCLUSION For all of the foregoing reasons, the Debtor respectfully requests that the court grant the relief requested in the Motion. Dated: March 26, 2021 /e/ Steven R. Kinsella Clinton E. Cutler (#0158094) Steven R. Kinsella (#0392289) James C. Brand (#387362) Samuel M. Andre (#0399669) Emily M. McAdam (#0400898) FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 612.492.7000 ccutler@fredlaw.com skinsella@fredlaw.com jbrand@fredlaw.com sandre@fredlaw.com emcadam@fredlaw.com ATTORNEYS FOR DEBTOR

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Case No.: 21-30037 Tea Olive I, LLC d/b/a Stock+Field, Chapter 11 Case Debtor. ORDER AUTHORIZING REJECTION OF UNEXPIRED LEASES AND EXECUTORY CONTRACTS This case is before the court on the Omnibus Motion for Order Authorizing Rejection of Unexpired Leases and Executory Contracts (the “Motion”) filed by the above-captioned debtor (the “Debtor”). Based on the Motion and the record, IT IS ORDERED: 1. The Debtor’s rejection of the unexpired leases and executory contracts as listed in Exhibit A to the Motion is approved and effective as of 11:59 p.m. on March 31, 2021, or April 30, 2021, as specified for each unexpired lease or executory contract in Exhibit A. 2. Any stipulations entered into by the Debtor and any counterparty as to the rejection of an unexpired lease or executory contract pursuant to this order is hereby approved. Dated: William J. Fisher United States Bankruptcy Judge