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Full title: Motion filed by Other Party TPS Group Holdings LLC to Continue Hearing [Re: 407 Order] with certificate of service. (Mattera, Alex) (Entered: 01/08/2021)

Document posted on Jan 7, 2021 in the bankruptcy, 4 pages and 0 tables.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MASSACHUSETTS (CENTRAL DIVISION) ------------------------------------------------------------ x In re: : Chapter 11 : TPS Oldco, LLC, et al.,1 : Case No. 20-40743 (CJP) : Debtors. : (Jointly Administered) : ------------------------------------------------------------ x MOTION TO CONTINUE HEARINGS NOW COMES TPS Group Holdings LLC (the “Buyer”), by and through its undersigned attorneys, and hereby moves this Court to continue the prehearing conference currently scheduled in this case for January 12, 2021, and to cancel the January 19, 2021, date of the upcoming hearing. In support thereof, the Buyer states as follows: 1. On July 14, 2020 (the “Petition Date”), the above captioned Debtors filed their voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Massachusetts (Central Division) (the “Court”). The Debtors continue to be debtors-in-possession pursuant to the Bankruptcy Code. 2. On September 1, 2020, the Court entered the 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 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.

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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 3. On October 15, 2020, the Court entered the Proceeding Memorandum and Order [Docket No. 407], in which the Court, among other things, scheduled a two day evidentiary hearing for January 19 and 20, 2021, on the remaining issues relating to any Assumption Objections and the Deferred Leases (the “Hearing”), scheduled a prehearing conference for January 12, 2021 (the “Prehearing Conference”), and directed the Buyer to file a status report with respect to the Deferred Leases. 4. Concurrently with the filing of this Motion, the Buyer filed its: a. Second Notice of Assumption of Certain Unexpired Leases providing notice to the counterparties to the Deferred Leases identified therein that their Deferred Leases are being assumed and assigned to the Buyer, effective as of the date of the Closing, pursuant to the terms and conditions of the Sale Order. See Doc. No. 458. b. Status Report On Unresolved Claims For Deferred Leases (the “Status Report”). See Doc. No. 457. 5. Pursuant to the Status Report, of the eighty-eight (88) Deferred Leases, the Buyer has already resolved thirty-eight (38) Deferred Leases. As further set forth in the Status Report, the Buyer, of the remaining fifty (50) Deferred Leases, the Buyer anticipates that it will not ask 2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sale Order.

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the Court to rule on non-consensual assumption matters at the Hearing for more than one (1) Deferred Lease. 6. Furthermore, the Buyer is in the process of finalizing lease amendments for twenty-three (23) of the Deferred Leases and is awaiting execution by Deferred Lease counterparties of what the Buyer believes to be finalized and negotiated lease amendments to five (5) Deferred Leases. Further, the Buyer anticipates that it will designate the assumption and assignment (without the need for lease amendments) or rejection of twenty-one (21) Deferred Leases prior to the Hearing in accordance with the Sale Order. 7. As such, the Buyer anticipates that all of the Deferred Leases, save for possibly one (1), should be resolved on a consensual basis and either designated for assumption and assignment with lease amendments, assumption and assignment (without the need for lease amendments), or rejection prior to January 31, 2021, which is the Deferred Designation Period under the Purchase Agreement. 8. In light of the foregoing, the Buyer requests: a. an adjournment of the Prehearing Conference to January 19, 2021, at 10:00 a.m. Eastern Time to allow the Buyer more time to finalize and execute its lease amendments for its Deferred Leases; and b. in light of the fact that there will only possibly be one (1) Deferred Lease subject to a cure dispute, cancellation of the January 19, 2021, date of the Hearing. 9. Neither the Debtors nor any Deferred Lease counterparty or party in interest will be prejudiced by a reasonable continuance of the Prehearing Conference or the Hearing.

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WHEREFORE, for all of the foregoing reasons, the Buyer seeks a continuance, of at least seven (7) days, of the Preconference Hearing to January 19, 2021, and cancellation of the January 19, 2021, date of the Hearing. Dated: January 8, 2021 By its attorneys, Boston, Massachusetts /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 Email: 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 E-mail: E-mail: Co-Counsel to the Buyer CERTIFICATE OF SERVICE I, Alex F. Mattera, do hereby certify that on the 8th day of January 2021 I caused a copy of the foregoing document to be served through the ECF system, and that copies will be sent electronically to registered participants as identified on the Notice of Electronic Filing (NEF). /s/ Alex F. Mattera Alex F. Mattera