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Full title: Order Authorizing Sale of Claims Free and Clear of Liens and Interests (Related Doc # 325) (Related Doc # 327)(KatherineN) (Entered: 06/11/2021)

Document posted on Jun 10, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon entry of this Sale Authorization Order, the Debtor (i) has full corporate or other power to execute, deliver and perform its obligations under the claim sale agreement (the “Agreement”) between the Debtor and Lake Whillans Capital Partners, LLC (the “Purchaser”) in a form substantially similar to the Agreement attached as Exhibit 1 to the Declaration of Steven R. Kinsella in Support of Amended Motion for an Order Approving Sale of Claims Free and Clear of Liens and Interests [Docket No. 357] and all other documents contemplated thereby or entered into in connection therewith, and (ii) has taken all action necessary to authorize the Agreement and such other documents contemplated thereby and the consummation by them of the transactions contemplated thereby or entered into connection therewith.In the absence of a stay pending appeal, the Purchaser will be acting in good faith pursuant to Bankruptcy Code § 363(m) in closing the transaction contemplated by the Agreement at any time on or after the entry of this Order.Except to the extent set forth in the Agreement, pursuant to sections 105 and 363 of the Bankruptcy Code, the Claims are transferred to the Purchaser in accordance with the Agreement and such transfer constitutes a legal, valid, binding, and effective transfer of such Claims and shall vest Purchaser with title to the Claims, free and clear of all liens (as defined in the section 101(37) of the Bankruptcy Code), claims (as defined in section 101(5) of the Bankruptcy Code), encumbrances, and other interests to the maximum extent of section 363(f) of the Bankruptcy Code (the foregoing collectively referred to as “Liens, Claims, Encumbrances and Interests” herein).The transfer of the Claims pursuant to this Sale Authorization Order shall not subject the Purchaser to any liability with respect to any obligations incurred in connection with, or in any way related to the Claims, prior to the date of closing or by reason of such transfer under the laws of the United States, any state, territory, or possession thereof, or the District of Columbia, based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without limitation, any theory of equitable subordination or successor or transferee liability to the fullest extent permitted by law.Except as otherwise specifically provided for in this Sale Authorization Order and in the Agreement, the Purchaser and its employees, officers, directors, advisors, affiliates, owners, successors and assigns shall have no liability or responsibility for any liability or other obligation of the Debtor or the estate arising under or related to the Claims or other assets, operations, activities, or businesses of Debtor to the fullest extent of applicable law, including but not limited to under any theory of successor or vicarious liability, de facto merger or substantial continuity.

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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 SALE OF CLAIMS FREE AND CLEAR OF LIENS AND INTERESTS This case came before the court on the Debtor’s Amended Motion for an Order Approving Sale of Claims Free and Clear of Liens and Interests (“Sale Motion”).1 Based on the Sale Motion, the arguments of counsel, all the files, records and proceedings herein, the court being advised in the premises, and for those reasons stated orally and recorded in open court following the close of evidence: IT IS FOUND AND DETERMINED THAT:2 A. This court has jurisdiction to hear and determine the Sale Motion pursuant to 28 U.S.C. §§ 157 and 1334 and Local Rule 1070-1. B. Venue of this case (the “Chapter 11 Case”) in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409(a). 1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Sale Motion and the Declaration of Steven R. Kinsella in Support of Amended Motion for an Order Approving Sale of Claims Free and Clear of Liens and Interests [Docket No. 347], as applicable. 2 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. See Bankruptcy Rule 7052.

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C. Determination of the Sale Motion is a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (N). The statutory predicates for the relief requested herein are sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 9014. D. This order (the “Sale Authorization Order”) constitutes a final order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rule 6004(h), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the court expressly finds that there is no just reason for delay in the implementation of this Sale Authorization Order, and expressly directs entry of judgment as set forth herein. E. Upon entry of this Sale Authorization Order, the Debtor (i) has full corporate or other power to execute, deliver and perform its obligations under the claim sale agreement (the “Agreement”) between the Debtor and Lake Whillans Capital Partners, LLC (the “Purchaser”) in a form substantially similar to the Agreement attached as Exhibit 1 to the Declaration of Steven R. Kinsella in Support of Amended Motion for an Order Approving Sale of Claims Free and Clear of Liens and Interests [Docket No. 357] and all other documents contemplated thereby or entered into in connection therewith, and (ii) has taken all action necessary to authorize the Agreement and such other documents contemplated thereby and the consummation by them of the transactions contemplated thereby or entered into connection therewith. F. The Debtor is authorized to sell and transfer the Claims free and clear of all liens, claims, encumbrances, and interests pursuant to the Agreement because it has satisfied the requirements of section 363(f) of the Bankruptcy Code.

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G. Those holders of liens, claims, encumbrances, and interests against the Debtor, its estate, or in respect of the Claims who did not object, or who withdrew their objections, to the sale or the Sale Motion are deemed to have consented to the sale pursuant to section 363(f)(2) of the Bankruptcy Code. H. The transfer of the Claims to the Purchaser will not subject the Purchaser to any lien, claim, encumbrance, or interest whatsoever with respect to the operation of the Debtor’s business prior to the closing of the sale to the maximum extent provided by section 363(f) of the Bankruptcy Code. I. The Agreement was negotiated, proposed, and entered into by the parties in good faith from arms’ length bargaining positions and there is no evidence of collusion within the meaning of section 363(m) of the Bankruptcy Code. As a result of the foregoing, the Debtor and Purchaser are entitled to the protections of section 363(m) of the Bankruptcy Code with respect to all aspects of the Agreement. The Purchaser is not an “insider” of Debtor, as that term is defined in section 101(31) of the Bankruptcy Code. Moreover, there is no evidence that the Purchaser, the Debtor, or any other party has engaged in any conduct that would cause or permit the Agreement to be avoided under section 363(n) of the Bankruptcy Code. J. In the absence of a stay pending appeal, the Purchaser will be acting in good faith pursuant to Bankruptcy Code § 363(m) in closing the transaction contemplated by the Agreement at any time on or after the entry of this Order. The Court being satisfied that (i) no objections have been raised of a nature that should prevent the immediate entry of this Order and (ii) the transfer of the Claims without delay beyond a time selected by the parties will

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realize the maximum value of the Claims while reducing any further costs to the estate, the Court finds cause to lift the stays provided in Bankruptcy Rules 6004(h). K. Notice of the Sale Authorization Hearing appears to have been fair and equitable under the circumstances and appears to have complied in all respects with sections 102(1), 105, and 363 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 9014 and Local Rules 2002-1, 2002-4, 6004-1, 9013-2 and 9013-3. L. The transaction contemplated by the Agreement is undertaken by the Purchaser in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and, accordingly, the Purchaser is a purchaser in good faith of the Claims and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code. M. The consideration provided by the Purchaser for the Claims under the Agreement (i) shall be deemed to constitute reasonably equivalent value and fair consideration to the fullest extent provided by applicable law, including the Bankruptcy Code, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, and Uniform Voidable Transactions Act, and (ii) is fair and reasonable and may not be avoided under section 363(n) or any other provision of the Bankruptcy Code, or otherwise. IT IS ORDERED: General Provisions 1. The Sale Motion is granted to the extent set forth herein. 2. All objections to the Sale Motion or the relief requested therein that have not been withdrawn, waived, or settled, including all reservations of rights included therein, which are not otherwise provided for by this Sale Authorization Order, are overruled.

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Sale Is Authorized 3. The Sale of the Claims to the Purchaser pursuant to the Agreement is authorized under section 363 of the Bankruptcy Code and the entry of the Debtor into the Agreement is authorized. 4. Pursuant to section 363(b) of the Bankruptcy Code, the Debtor is authorized to execute and to fully perform under the Agreement, together with all additional instruments and documents that may be reasonably necessary, and to take all further actions as may be reasonably requested by the Purchaser for the purpose of transferring the Claims and perform the obligations of the Debtor under the Agreement. Transfer Of The Claims 5. Except to the extent set forth in the Agreement, pursuant to sections 105 and 363 of the Bankruptcy Code, the Claims are transferred to the Purchaser in accordance with the Agreement and such transfer constitutes a legal, valid, binding, and effective transfer of such Claims and shall vest Purchaser with title to the Claims, free and clear of all liens (as defined in the section 101(37) of the Bankruptcy Code), claims (as defined in section 101(5) of the Bankruptcy Code), encumbrances, and other interests to the maximum extent of section 363(f) of the Bankruptcy Code (the foregoing collectively referred to as “Liens, Claims, Encumbrances and Interests” herein). All Liens, Claims, Encumbrances and Interests that are released, terminated and discharged as to the Claims shall attach to the sale proceeds to the extent applicable with the same validity, force and effect which they now have as against the Debtor, its estate or the Acquired Assets. The sole and exclusive right and remedy available to purported creditors, equity holders, including, without limitation, equity holders of the

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Debtor, holders of any other Liens, Claims, Encumbrances and Interests, and parties in interest shall be a right to assert Liens, Claims, Encumbrances and Interests against the Debtor’s estate. 6. All persons and entities are permanently barred from commencing or continuing any action or other proceeding of any kind against the Claims or the Purchaser and its successors or assigns with respect to any Liens, Claims, Encumbrances and Interests arising prior to the closing date of the sale. The sole and exclusive right and remedy available to any Person who asserts any Liens, Claims, Encumbrances and Interests in any way related to the Acquired Assets arising prior to the date of closing shall be a right to assert such Liens, Claims, Encumbrances and Interests against the Debtor’s estate. If the proposed Sale fails to close for any reason, then Liens, Claims, Encumbrances and Interests shall continue against the Claims unaffected by this Sale Authorization Order. 7. The transfer of the Claims pursuant to this Sale Authorization Order shall not subject the Purchaser to any liability with respect to any obligations incurred in connection with, or in any way related to the Claims, prior to the date of closing or by reason of such transfer under the laws of the United States, any state, territory, or possession thereof, or the District of Columbia, based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without limitation, any theory of equitable subordination or successor or transferee liability to the fullest extent permitted by law. Additional Provisions 8. Except as otherwise specifically provided for in this Sale Authorization Order and in the Agreement, the Purchaser and its employees, officers, directors, advisors, affiliates, owners, successors and assigns shall have no liability or responsibility for any liability or other obligation of the Debtor or the estate arising under or related to the Claims or other assets,

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operations, activities, or businesses of Debtor to the fullest extent of applicable law, including but not limited to under any theory of successor or vicarious liability, de facto merger or substantial continuity. 9. This Court retains exclusive jurisdiction to (i) interpret, enforce and implement the terms and provisions of the Agreement, all amendments thereto, any waivers and consents thereunder, and each of the agreements executed in connection therewith, (ii) compel delivery of the Claims to the Purchaser, (iii) resolve any disputes arising under or related to the Agreement and related agreements, except as otherwise provided therein, (iv) enjoin and adjudicate the assertion of any Liens, Claims, Encumbrances and Interests against the Purchaser or in respect of the Claims, and (v) interpret, implement and enforce the provisions of this Sale Authorization Order. 10. As of the Closing, all agreements and all orders of this court entered prior to the date hereof shall be deemed amended or modified solely to the extent required to permit the consummation of the transactions contemplated by this Sale Authorization Order and the Agreement. 11. The Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto in accordance with the terms thereof without further order of the court, provided that any such modification, amendment or supplement is not materially less favorable to the Debtor. In the event a modification is materially less favorable to the Debtor, the Debtor shall file and serve a notice of such modification. If no party-in-interest filed a written objection with the court within five business days, such modification shall be deemed authorized without further order of the court, but the court may enter any such further order as may be necessary.

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12. Notwithstanding Fed. R. Bankr. P. 6004(h) and 6006(d), this Sale Authorization Order shall take effect immediately upon entry, and in the absence of any entity obtaining a stay pending appeal, Debtor and Purchaser are free to close under the Agreement at any time. 13. To the extent that this Sale Authorization Order is inconsistent with any prior order or pleading with respect to the Sale Motion in the Chapter 11 Case, the terms of this Sale Authorization Order shall govern. /e/ William J. Fisher Dated: J une 11 , 2021 William J. Fisher United States Bankruptcy Judge

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