Full title: Notice of Rejection of Certain Unexpired Leases (Re: 367 Order on Motion To Sell) filed by Other Party TPS Group Holdings LLC (Mattera, Alex) (Entered: 01/07/2021)
Document posted on Jan 6, 2021 in the bankruptcy, 6 pages and 0 tables.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MASSACHUSETTS
------------------------------------------------------------ x In re: : Chapter 11
TPS Oldco, LLC, et al.,1 : Case No. 20-40743 (CJP)
Debtors. : (Jointly Administered)
NOTICE OF REJECTION OF CERTAIN UNEXPIRED LEASES
DEFERRED LEASE COUNTERPARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR NAMES AND THEIR DEFERRED LEASES ON EXHIBIT 1 ATTACHED HERETO AND READ THE CONTENTS OF THIS NOTICE CAREFULLY.
PLEASE TAKE NOTICE THAT, on September 1, 2020, the Court entered an Order Granting Expedited Motion Of Debtors For The Entry Of An Order (A) Authorizing And Approving The Sale Of Substantially All Of The Assets Of The Debtors Free And Clear Of All Liens, Claims And Encumbrances; (B) Approving Auction Sale Timing And Format, Bidding Procedures, And Certain Bid Protections In The Event A Stalking Horse Bidder Is Designated By The Debtors; (C) Approving Form Of Notice To Be Provided To Interested Parties; And (D) Approving Procedures Related To The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases [Docket No. 367] (the “Sale Order”),2 approving, among other things, procedures for the rejection, assumption, or assumption and assignment of Pending Contract and Deferred Leases.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are TPS Oldco, LLC (2442) and TPS Holdings, LLC (9193). The Debtors’ corporate headquarters and service address is 20 Main Street, Acton, MA 01720.
2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sale Order.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Sale Order, by this notice (this “Rejection Notice”), the Buyer hereby provides notice that each Deferred Lease set forth on Exhibit 1 attached hereto is hereby rejected, effective as of the date set forth in Exhibit 1 (the “Rejection Effective Date”), unless an objection is timely received as noted below.
PLEASE TAKE FURTHER NOTICE that parties seeking to object to the proposed rejection of any of the Deferred Lease(s) set forth in Exhibit 1 must file and serve a written objection so that such objection is filed with the Court on the docket of the Debtors’ chapter 11 cases and is actually received by the following parties no later than seven (7) days after the date that the Buyer serves this Rejection Notice: (i) the Debtors: 20 Main Street, Acton, MA 01720, Attn: Don Van der Wiel (DVanderwiel@g2cap.com); (ii) counsel for the Debtors: Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, Attn: Paul J.
Ricotta, Esq. (firstname.lastname@example.org), Kevin J. Walsh, Esq. (email@example.com), Timothy J.
McKeon, Esq. (firstname.lastname@example.org), and Kaitlin R. Walsh, Esq. (email@example.com); (iii) counsel for the Buyer: Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834, Attn: Adam J. Goldberg, Esq. (Adam.Goldberg@lw.com), Christopher J. Kochman, Esq.
(firstname.lastname@example.org); and (iv) Hill Ward Henderson, 3700 Bank of America Plaza, 101 East Kennedy Boulevard, Tampa, FL 33602, Attn: Nicholas Outman, Esq.
(email@example.com), Patrick Mosley, Esq. (firstname.lastname@example.org).
PLEASE TAKE FURTHER NOTICE that, if an objection is not timely filed, each Deferred Lease set forth on Exhibit 1 attached hereto will be deemed rejected as of the Rejection Effective Date without further order of the Court. If an objection is timely filed, the Rejection Effective Date as to such Deferred Lease will be determined by further order of the Court or written agreement of the Buyer and the Deferred Lease counterparty that filed and timely served such
objection.3 If an objection to the rejection of any Deferred Lease is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a hearing to consider such objection.
PLEASE TAKE FURTHER NOTICE that, as of the Rejection Effective Date, the Buyer has delivered possession of the Deferred Lease(s) premises set forth on Exhibit 1 to the applicable Deferred Lease counterparty by delivering keys, key codes, and/or security codes, as applicable, to such Deferred Lease counterparty.
PLEASE TAKE FURTHER NOTICE that if the Debtors have deposited monies with a Deferred Lease counterparty as a security deposit or other arrangement, the Deferred Lease counterparty may not set off, recoup, or otherwise use such monies without further order of the Court, unless the Debtors, the Buyer, and the Deferred Lease counterparty or counterparties to such Deferred Lease otherwise agree.
PLEASE TAKE FURTHER NOTICE that, to the extent you wish to assert a claim with respect to the rejection of your Deferred Lease or Deferred Leases, you must do so within twenty-five (25) calendar days after the Rejection Effective Date (the “Rejection Bar Date”). Any such rejection damages claim must be filed with the Debtors’ claims and noticing agent, Donlin, Recano & Company, Inc., if by mail, Re: TPS Oldco, LLC, f/k/a The Paper Store, LLC, et al., P.O. Box 199043, Blythebourne Station, Brooklyn, NY 11219, or if sent by Hand Delivery or Overnight Courier, Donlin, Recano & Company, Inc., Re: TPS Oldco, LLC, f/k/a The Paper Store, LLC, et al., 6201 15th Avenue, Brooklyn, NY 11219, or if filed electronically on the claims and noticing agent’s website: https://www.donlinrecano.com/Clients/tps/FileClaim. IF YOU FAIL TO
3 An objection to the rejection of any particular Deferred Lease listed in this Rejection Notice shall not constitute an objection to the rejection of any other Deferred Lease listed in this Rejection Notice. Any objection to the rejection of any particular Deferred Lease listed in this Rejection Notice must state with specificity the Deferred Lease to which it is directed. For each particular Deferred Lease whose rejection is not timely or properly objected to, such rejection will be effective in accordance with this Rejection Notice.
TIMELY SUBMIT A PROOF OF CLAIM IN THE APPROPRIATE FORM BY THE DEADLINE SET FORTH HEREIN, YOU WILL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM (1) ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS AND THEIR CHAPTER 11 ESTATES, (2) VOTING ON ANY CHAPTER 11 PLAN OF LIQUIDATION FILED IN THESE CASES ON ACCOUNT OF SUCH CLAIM TO THE EXTENT OTHERWISE POSSIBLE, AND (3) PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS’ CHAPTER 11 CASES ON ACCOUNT OF SUCH CLAIM.
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Dated: January 7, 2021 By its attorneys,
/s/ Alex F. Mattera
Alex F. Mattera, BBO No. 641760
Pierce Atwood LLP
100 Summer Street, 22nd Floor
Boston, MA 02110
Telephone: (617) 488-8112
LATHAM & WATKINS LLP
Adam J. Goldberg (admitted pro hac vice)
Christopher J. Kochman (admitted pro hac vice)
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Co-Counsel to the Buyer
Rejected Deferred Leases
Store Deferred Lease Counterparty and Rejection Effectiv
The Deferred Lease Deferred Lease Leased Location
No. Address Date
Sudbury Crossing LTD Partnership
Sudbury Crossing Station LLC
PO Box 645414
10 Sudbury Crossing 435 Boston Post Road Sudbury, MA 01776 January 7, 2021 Pittsburgh, PA 15264
11501 Northlake Drive
Cincinnati, OH 45249