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Full title: Motion for Joint Administration Filed by American Eagle Delaware Holding Company LLC. (Katona, Shanti)

Document posted on Jan 13, 2022 in the bankruptcy, 16 pages and 0 tables.

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The above-captioned debtors and debtors in possession (the “Debtors”) hereby move this Court (the “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), pursuant to section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101- 1532 (the “Bankruptcy Code”); Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and Rule 1015-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), directing the joint administration of these chapter 11 cases and the consolidation thereof for procedural purposes only.In addition, the Debtors seek the Court’s direction that separate docket entries be made on the dockets of each Chapter 11 Case (except that of American Eagle Delaware Holding Company LLC) substantially as follows: “An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of American Eagle Delaware Holding Company LLC and its affiliates that have concurrently commenced chapter 11 cases.The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483).The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1164248 In re: Chapter 11 American Eagle Palmer Park LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1145908 In re: Chapter 11 American Eagle Tuskawilla LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1299489 In re: Chapter 11 American Eagle Leesburg AL LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1246258 In re: Chapter 11 American Eagle Brandon LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1196168

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In re: Chapter 11 American Eagle Leesburg MC LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1257577 In re: Chapter 11 American Eagle Venice Island LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1321695 In re: Chapter 11 American Eagle Titusville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1287210 In re: Chapter 11 American Eagle Island Lake LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1231975 In re: Chapter 11 American Eagle Eau Gallie LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1211483

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In re: Chapter 11 American Eagle Owatonna AL LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1340555 In re: Chapter 11 American Eagle Hanceville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1118173 In re: Chapter 11 American Eagle Ravenna LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1419216 In re: Chapter 11 American Eagle Newark LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1367125 In re: Chapter 11 American Eagle Kingston LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1454882

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In re: Chapter 11 American Eagle Hendersonville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1443669 In re: Chapter 11 American Eagle Pleasant Prairie LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1179483 MOTION OF DEBTORS FOR ENTRY OF AN ORDER DIRECTING JOINT ADMINISTRATION OF RELATED CHAPTER 11 CASES The above-captioned debtors and debtors in possession (the “Debtors”) hereby move this Court (the “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), pursuant to section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101- 1532 (the “Bankruptcy Code”); Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and Rule 1015-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), directing the joint administration of these chapter 11 cases and the consolidation thereof for procedural purposes only. In support of the Motion, the Debtors rely upon the Declaration of Todd Topliff, President of Debtors, in Support of Chapter 11 Petitions and First Day Pleadings, filed with the Court concurrently herewith (the “First Day Declaration”). In further support of the Motion, the Debtors, by and through their undersigned counsel, respectfully represent:

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JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding under 28 U.S.C. § 157(b). In accordance with Local Rule 9013-1(f), the Debtors consent to entry of a final order if it is determined that the Court lacks Article III jurisdiction to enter such final order or judgment absent consent of the parties. Venue of these cases and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief requested herein are Bankruptcy Code section 105(a), Bankruptcy Rule 1015(b), and Local Rule 1015-1. BACKGROUND 3. On the date hereof (the “Petition Date”), each of the Debtors filed a voluntary petition in this Court commencing a case for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The factual background regarding the Debtors, including their business operations, their capital and debt structures, and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the First Day Declaration and fully incorporated herein by reference. 4. The Debtors continue to manage and operate their business as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or examiner has been requested in the Chapter 11 Cases and no committees have yet been appointed. RELIEF REQUESTED 5. By this Motion, the Debtors seek entry of an order directing the joint administration of these Chapter 11 Cases and the consolidation thereof for procedural purposes only. Many of the motions, applications, hearings, and orders that will arise in these Chapter 11 Cases will affect most, if not all, of the Debtors jointly. For that reason, the Debtors respectfully submit that their

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interests, as well as the interests of their creditors and other parties in interest, would be best served by the joint administration of these Chapter 11 Cases for procedural purposes only. 6. The Debtors further seek entry of an order directing the Clerk of the Court to maintain one file and one docket for all of these Chapter 11 Cases under the case of American Eagle Delaware Holding Company LLC. In addition, the Debtors seek the Court’s direction that separate docket entries be made on the dockets of each Chapter 11 Case (except that of American Eagle Delaware Holding Company LLC) substantially as follows: “An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of American Eagle Delaware Holding Company LLC and its affiliates that have concurrently commenced chapter 11 cases. The docket in the chapter 11 case of American Eagle Delaware Holding Company LLC, Case No. 22-[______], should be consulted for all matters affecting this case.” The Debtors further request that the caption of these Chapter 11 Cases be modified as follows to reflect their joint administration: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, et al.,1 Case No. 22-_____ (___) Debtors. (Jointly Administered)

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1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483). The Debtors’ mailing address is American Eagle Delaware Holding Company LLC, c/o American Eagle Lifecare Corporation, 3819 Hawk Crest Rd., Ann Arbor, MI 48103. BASIS FOR RELIEF 7. Pursuant to Bankruptcy Rule 1015(b), if two or more petitions are pending in the same court by or against a debtor and an affiliate, “the court may order a joint administration of the estates.” Local Rule 1015-1 further provides for joint administration of chapter 11 cases when “the joint administration of two or more cases pending in [the] Court under title 11 is warranted and will ease the administrative burden for the Court and the parties.” Each Debtor is a wholly-owned direct subsidiary of American Eagle Delaware Holding Company LLC. The Debtors, therefore, are “affiliates” within the meaning of Bankruptcy Code section 101(2) and, accordingly, this Court has the authority to grant the requested relief pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. 8. Joint administration of these Chapter 11 Cases will ease the administrative burden on this Court and all parties in interest. Joint administration of these Chapter 11 Cases will not prejudice creditors or other parties in interest because joint administration is purely procedural and will not impact the parties’ substantive rights. 9. Courts in this district routinely order joint administration of related chapter 11 cases for procedural purposes. Accordingly, based on the foregoing facts and authorities, the Debtors submit that the relief requested in this Motion should be granted.

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NOTICE 10. Notice of this Motion has been or will be provided to: (a) the United States Trustee for the District of Delaware; (b) the holders of the thirty (30) largest unsecured claims on a consolidated basis against the Debtors; (c) counsel to the Bond Trustee and Master Trustee; (d) the Internal Revenue Service; (e) the United States Securities and Exchange Commission; (f) the Office of the United States Attorney for the District of Delaware; (g) the United States Centers for Medicare & Medicaid Services; and (h) all parties entitled to notice pursuant to Bankruptcy Rule 2002. Notice of this Motion and any order entered hereon will be served in accordance with Local Rule 9013-1(m). In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. NO PRIOR REQUEST 11. No prior motion for the relief requested herein has been made to this or any other court. WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, (i) directing the joint administration of these Chapter 11 Cases and consolidating them for procedural purposes only pursuant to Bankruptcy Code section 105(a), Bankruptcy Rule 1015(b), and Local Rule 1015-1; and (ii) granting such other and further relief as the Court deems appropriate.

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Dated: January 14 2022 Respectfully submitted, Wilmington, Delaware POLSINELLI PC /s/ Shanti M. Katona Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 skatona@polsinelli.com -and- David E. Gordon (Pro Hac Vice Pending) Caryn Wang (Pro Hac Vice Pending) 1201 West Peachtree Street NW, Suite 1100 Atlanta, Georgia 30309 Telephone: (404) 253-6000 Facsimile: (404) 253-6060 dgordon@polsinelli.com cwang@polsinelli.com Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1164248 Re: Docket No. __ In re: Chapter 11 American Eagle Palmer Park LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1145908 Re: Docket No. __ In re: Chapter 11 American Eagle Tuskawilla LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1299489 Re: Docket No. __ In re: Chapter 11 American Eagle Leesburg AL LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1246258 Re: Docket No. __ In re: Chapter 11 American Eagle Brandon LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1196168 Re: Docket No. __

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In re: Chapter 11 American Eagle Leesburg MC LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1257577 Re: Docket No. __ In re: Chapter 11 American Eagle Venice Island LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1321695 Re: Docket No. __ In re: Chapter 11 American Eagle Titusville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1287210 Re: Docket No. __ In re: Chapter 11 American Eagle Island Lake LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1231975 Re: Docket No. __ In re: Chapter 11 American Eagle Eau Gallie LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1211483 Re: Docket No. __

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In re: Chapter 11 American Eagle Owatonna AL LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1340555 Re: Docket No. __ In re: Chapter 11 American Eagle Hanceville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1118173 Re: Docket No. __ In re: Chapter 11 American Eagle Ravenna LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1419216 Re: Docket No. __ In re: Chapter 11 American Eagle Newark LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1367125 Re: Docket No. __ In re: Chapter 11 American Eagle Kingston LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1454882 Re: Docket No. __

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In re: Chapter 11 American Eagle Hendersonville LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1443669 Re: Docket No. __ In re: Chapter 11 American Eagle Pleasant Prairie LLC, Case No. 22-_____ (___) Debtor. Employer Tax I.D. No. 83-1179483 Re: Docket No. __ ORDER (I) DIRECTING JOINT ADMINISTRATION OF CHAPTER 11 CASES, AND (II) GRANTING RELATED RELIEF Upon the motion (the “Motion”)1 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of an order (this “Order”) directing the joint administration of these Chapter 11 Cases and the consolidation thereof for procedural purposes only; and upon the First Day Declaration; and this Court having found that it has jurisdiction to consider the Motion pursuant to 28 U.S.C. § 1334; and this Court having found that the Motion is a core proceeding pursuant to 28 U.S.C. § 157(b), and that the Debtors consent to entry of a final order under Article III of the United States Constitution; and this Court having found that venue of these Chapter 11 Cases and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and this Court having reviewed the Motion and having heard statements in support of the Motion at a hearing held before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and the First Day Declaration 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

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and at the Hearing establish just cause for the relief granted herein; and any objections to the relief requested in the Motion having been withdrawn or overruled on the merits; and after due deliberation thereon and good and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. The above-captioned Chapter 11 Cases shall be jointly administered by the Court and consolidated for procedural purposes only under the case of American Eagle Delaware Holding Company LLC, Case No. 22-[________]. 3. The caption of the jointly administered Chapter 11 Cases shall read as follows: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 American Eagle Delaware Holding Company LLC, et al.,1 Case No. 22-_____ (___) Debtors. (Jointly Administered) 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number are: American Eagle Delaware Holding Company LLC (4248), American Eagle Palmer Park LLC (d/b/a Lark Springs) (5908), American Eagle Tuskawilla LLC (d/b/a Palmetto Landing) (9489), American Eagle Leesburg AL LLC (d/b/a Vista Lake) (6258), American Eagle Brandon LLC (d/b/a Aldea Green) (6168), American Eagle Leesburg MC LLC (d/b/a Vista Lake) (7577), American Eagle Venice Island LLC (d/b/a Maris Pointe) (1695), American Eagle Titusville LLC (d/b/a Crescent Wood) (7210), American Eagle Island Lake LLC (d/b/a Cascade Heights) (1975), American Eagle Eau Gallie LLC (d/b/a Greenwood Place) (1483), American Eagle Owatonna AL LLC (d/b/a Timberdale Trace) (0555), American Eagle Hanceville LLC (d/b/a Monarch Place) (8173), American Eagle Ravenna LLC (d/b/a Vista Veranda) (9216), American Eagle Newark LLC (d/b/a Hearth Brook) (7125), American Eagle Kingston LLC (d/b/a Sycamore Springs) (4882), American Eagle Hendersonville LLC (d/b/a Red Cedar Glen) (3669), and American Eagle Pleasant Prairie LLC (d/b/a Robin Way) (9483). The Debtors’ mailing address is American Eagle Delaware Holding Company LLC, c/o American Eagle Lifecare Corporation, 3819 Hawk Crest Rd., Ann Arbor, MI 48103. 4. The Clerk of this Court shall make a docket entry in each Chapter 11 Case (except that of American Eagle Delaware Holding Company LLC) substantially as follows: “An order has been entered in this case directing the procedural consolidation and joint administration of the chapter 11 cases of

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American Eagle Delaware Holding Company LLC and its affiliates that have concurrently commenced chapter 11 cases. The docket in the chapter 11 case of American Eagle Delaware Holding Company LLC, Case No. 22-[______], should be consulted for all matters affecting this case.” 5. The Debtors are authorized and empowered to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 6. Notice of the Motion as provided therein satisfies the requirements of the Bankruptcy Rules and the Local Rules. 7. Notwithstanding the applicability of any Bankruptcy Rule, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 8. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the interpretation, implementation, or enforcement of this Order. 9. Nothing contained in the Motion or this Order shall be deemed or construed as directing or otherwise effecting a substantive consolidation of these Chapter 11 Cases. Dated: ________, 2022 Wilmington, Delaware ____________________________________________ UNITED STATES BANKRUPTCY JUDGE

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