Case MFW Doc 3798 Filed 09/05/17 Page 1 of 26 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case MFW Doc 3798 Filed 09/05/17 Page 1 of 26 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TSAWD HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (MFW) (Jointly Administered) Hearing Date: October 18, 2017 at 10:30 a.m. (ET) Objection Deadline: October 4, 2017 at 4:00 p.m. (ET) DEBTOR TSA CARIBE, INC. S MOTION FOR ORDER: (A) APPROVING DISCLOSURE STATEMENT; (B) FIXING VOTING RECORD DATE; (C) APPROVING SOLICITATION MATERIALS AND PROCEDURES FOR DISTRIBUTION THEREOF; (D) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON PLAN; (E) SCHEDULING HEARING AND ESTABLISHING NOTICE AND OBJECTION PROCEDURES IN RESPECT OF CONFIRMATION OF PLAN; AND (F) GRANTING RELATED RELIEF TSA Caribe, Inc. ( Caribe ), a debtor in the above-captioned cases (collectively, the Chapter 11 Cases ), by and through its undersigned counsel, respectfully submits this motion (this Motion ) for entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order ), pursuant to sections 105, 502, 1125, 1126, and 1128 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), Rules 2002, 3003, 3017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rules and of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ): 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: TSAWD Holdings, Inc. (9008); Slap Shot Holdings Corp. (8209); TSAWD, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664) (collectively, the TSA Debtors ). The headquarters for the TSA Debtors is located at 2305 East Arapahoe Road, Suite 234, Centennial, CO The TSA Debtors were formerly known as: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664).

2 Case MFW Doc 3798 Filed 09/05/17 Page 2 of 26 (i) approving the Disclosure Statement (as defined below); (ii) establishing a voting record date; (iii) approving solicitation packages and distribution procedures; (iv) approving form of ballots and establishing procedures for voting on the Plan (as defined below); (v) approving forms of notices to non-voting classes under the Plan; (vi) establishing a voting deadline to accept or reject the Plan; (vii) approving procedures for vote tabulations; and (viii) establishing a confirmation hearing date and notice and objection procedures related thereto. In support hereof, Caribe respectfully represents as follows: PRELIMINARY STATEMENT 1. Caribe served as the primary operating entity and acted as the lessor for the TSA Debtors stores in Puerto Rico. On September 5, 2017, Caribe filed the Chapter 11 Plan of Liquidation of TSA Caribe, Inc. [Docket No. 3795] (as modified, amended, or supplemented from time to time, the Plan ) and the Disclosure Statement With Respect to the Chapter 11 Plan of Liquidation of TSA Caribe, Inc. [Docket No. 3796] (as modified, amended, or supplemented from time to time, the Disclosure Statement ). 2 The Plan and Disclosure Statement relate only to TSA Caribe, Inc., and not the other TSA Debtors. 2. Because the Plan and Disclosure Statement apply only to Caribe, only parties holding claims against or equity interests in Caribe are entitled to vote in connection with the Plan and to receive distributions under the Plan. JURISDICTION 3. This Court has jurisdiction over this Motion pursuant to 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, This is a core proceeding pursuant to 2 All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan. Any terms used but not defined herein that are defined in the Bankruptcy Code (as defined herein) shall have the definition set forth therein

3 Case MFW Doc 3798 Filed 09/05/17 Page 3 of U.S.C. 157(b), and pursuant to Local Rule (f), Caribe consents to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 4. Venue is proper before this Court pursuant to 28 U.S.C and The statutory predicates for the relief sought herein are sections 105, 502, 1125, 1126 and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3001, 3003, 3017, 3018 and 3020, and Local Rule BACKGROUND A. General Background 5. On March 2, 2016 (the Petition Date ) the TSA Debtors commenced the Chapter 11 Cases. Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the TSA Debtors are continuing to manage their financial affairs as debtors-in-possession. 6. No request for the appointment of a trustee or examiner has been made in these Chapter 11 Cases. On March 10, 2016, the Office of the United States Trustee (the U.S. Trustee ) appointed an Official Committee of Unsecured Creditors (the Committee ) in the Chapter 11 Cases [Docket No. 262]. 7. The Chapter 11 Cases have been consolidated for procedural purposes only, and are being jointly administered pursuant to Bankruptcy Rule 1015(b). 8. Additional information about the TSA Debtors history, business operations, capital structure and primary secured indebtedness, and the events leading up to the commencement of the Chapter 11 Cases, can be found in the Declaration of Jeremy Aguilar in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief [Docket No. 22], filed on the Petition Date and incorporated by reference herein

4 Case MFW Doc 3798 Filed 09/05/17 Page 4 of Caribe s Chapter 11 Case, assigned Case No , is referred to herein as the Caribe Chapter 11 Case. B. The Sale Process 10. On the Petition Date, the TSA Debtors filed the Debtors Motion, Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Fed. R. Bankr. P. 2002, 6003, 604, 6006, 9007, 9008 and 9014 and Del. Bankr. L.R , and , for Entry of (A) an Order (I) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (II) Scheduling an Auction for and Hearing to Approve Sale of Assets, (III) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale, (IV) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (V) Approving Form and Manner of Notice Thereof, and (VI) Granting Related Relief; and (B) an Order Authorizing and Approving (I) the Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests, (II) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) Related Relief [Docket No. 106] (the Sale Motion ). 11. On May 24, 2016, the Court entered that certain Order Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, Approving Sale of Debtors Assets and Granting Related Relief [Docket No. 2081], thereby approving the agency agreement (the Agency Agreement ) entered into by and between a contractual joint venture composed of (i) Gordon Brothers Retail Partners, LLC, (ii) Hilco Merchant Resources, LLC, and (iii) Tiger Capital Group LLC (collectively, the Agent ), on the one hand, and the TSA Debtors on the other. Consistent with the relief granted thereby, the Agent conducted going out of business sales at the TSA Debtors remaining store locations through approximately July 28, 2016, and, in connection therewith, liquidated substantially all of the TSA Debtors remaining leasehold interests in nonresidential real property and their inventory and FF&E (such inventory and FF&E, the Retail Inventory )

5 Case MFW Doc 3798 Filed 09/05/17 Page 5 of As of the date hereof, Caribe s inventory has been liquidated and its nonresidential real property leases have been rejected by Court order. C. The Wind-Down Settlement 13. Following the sale of the TSA Debtors assets, the TSA Debtors began to wind down their business operations and these Chapter 11 Cases. However, even with prudent and conservative administration, winding down jointly administrated cases of this size and complexity is a substantial undertaking. So as to prevent these Chapter 11 Cases from coming to a grinding halt, and to avoid the substantial cost that would be inherent in litigating various disputes with their secured lenders and others, the TSA Debtors and the Prepetition Term Loan Agent engaged in extensive good faith, arm s length negotiations, aimed at reaching a global agreement of all outstanding issues implicating the Prepetition Term Loan. Those discussions resulted in a settlement agreement (as amended, the Term Loan Settlement ) that the TSA Debtors sought approval of in the Debtors Motion for an Order, Pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, Approving the Settlement Agreement Between the Debtors and Wilmington Savings Fund Society, FSB, as the Term Loan Agent [Docket No. 2484] (the Term Loan Settlement Motion ). 14. The Term Loan Settlement, as modified by agreement with the Committee, provides for the following material benefits to the TSA Debtors estates, all of which will be paid from the Prepetition Term Loan Agent s cash collateral: payment of certain ongoing administrative costs and expenses provided for under a reasonable Wind Down Budget; funding of 85% of certain landlords claims for stub rent pursuant to settlement procedures agreed to by a super-majority of the TSA Debtors landlords; payment of ongoing budgeted fees and expenses of the estates professionals; and based on discussions with the Committee, the funding of $1.5 million to pay creditors that hold valid claims against the TSA Debtors under section 503(b)(9) of the Bankruptcy Code

6 Case MFW Doc 3798 Filed 09/05/17 Page 6 of Further, as part of the negotiations with the Committee, the TSA Debtors and the Prepetition Term Loan Agent agreed to waive preference claims that the TSA Debtors may have. In exchange, the TSA Debtors, on behalf of themselves and their estates, provided the Prepetition Term Loan Agent and other prepetition secured lenders a waiver of any right to surcharge their collateral under section 506(c) of the Bankruptcy Code, and further stipulated to allow the Prepetition Term Loan Agent s adequate protection claim in these Chapter 11 Cases in the amount of $71 million. The Court approved the Term Loan Settlement by order dated August 2, See Docket No D. The Exclusive Periods 16. Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after commencement of a chapter 11 case during which a debtor has the exclusive right to propose and file a chapter 11 plan (the Plan Period ). 11 U.S.C. 1121(b). Section 1121(c)(3) of the Bankruptcy Code provides that if a debtor has not filed a plan that has been accepted by each class of claims or interests that is impaired under the plan before 180 days after commencement of a chapter 11 case (the Solicitation Period ), any party in interest may file a competing plan. 11 U.S.C. 1121(c)(3). 17. The TSA Debtors Plan Period and Solicitation Period (together, the Exclusive Periods ) were initially set to expire on June 30, 2016, and August 29, 2016, respectively. The TSA Debtors sought, and were granted, five extensions of the Exclusive Periods, and the Plan Period will expire at the conclusion of the date hereof. See Docket No E. The Plan 18. On September 5, 2017, Caribe filed the Plan and the Disclosure Statement. The hearing to consider the adequacy of the information contained in the Disclosure Statement is currently scheduled for October 18, 2017 at 10:30 a.m. (ET) (the Disclosure Statement Hearing ). 19. The Plan and Disclosure Statement relate only to TSA Caribe, Inc., and not the other TSA Debtors

7 Case MFW Doc 3798 Filed 09/05/17 Page 7 of The following table (a) designates the Classes of Claims against, and Equity Interests in, Caribe, (b) specifies the Classes of Claims and Equity Interests that are Impaired by the Plan and are therefore entitled to vote to accept or reject the Plan, in accordance with section 1126 of the Bankruptcy Code, and (c) specifies the Classes of Claims that are Unimpaired by the Plan and therefore are conclusively presumed to accept the Plan in accordance with section 1126 of the Bankruptcy Code: CLASS DESCRIPTION IMPAIRMENT ENTITLED TO VOTE Class 1 Priority Non-Tax Claims Unimpaired No (conclusively deemed to accept) Class 2 Miscellaneous Secured Claims Unimpaired No (conclusively deemed to accept) Class 3 General Unsecured Claim Impaired Yes Class 4 Subordinated Claims Impaired Yes Class 5 Equity Interests Impaired Yes 21. By this Motion, and pursuant to sections 105, 502, 1125, 1126 and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3001, 3003, 3017, 3018 and 3020, and Local Rule , Caribe seeks entry of an order, substantially in the form of the Proposed Order annexed hereto as Exhibit A: (a) (b) (c) (d) approving the Disclosure Statement; fixing October 18, 2017 as the voting record date for purposes of determining which holders of claims against Caribe are entitled to vote on the Plan (the Voting Record Date ); approving the notice of hearing and objection procedures with respect to confirmation of the Plan (the Confirmation Hearing Notice ), in substantially the form annexed to the Proposed Order as Exhibit 1; approving the Solicitation Packages (as defined below) and procedures for distribution thereof; - 7 -

8 Case MFW Doc 3798 Filed 09/05/17 Page 8 of 26 (e) (f) (g) (h) (i) approving the forms of ballot (each a Ballot, and collectively, the Ballots ), substantially in the forms annexed to the Proposed Order as Exhibits 2-A through 2-C, and establishing procedures for voting on the Plan; approving the forms of notice to nonvoting classes under the Plan, substantially in the form annexed to the Proposed Order as Exhibit 3; fixing [November 20, 2017 at 5:00 p.m. (PT)] as the deadline by which creditors must vote to accept or reject the Plan (the Voting Deadline ); fixing [November 20, 2017 at 4:00 p.m. (ET)] as the deadline by which creditors must file objections to the Plan (the Confirmation Objection Deadline ); and approving procedures for voting and tabulating votes with respect to the Plan. BASIS FOR RELIEF REQUESTED I. THE DISCLOSURE STATEMENT CONTAINS ADEQUATE INFORMATION AND SHOULD BE APPROVED 22. Pursuant to section 1125 of the Bankruptcy Code, a plan proponent must provide holders of impaired claims with adequate information regarding a debtor s proposed chapter 11 plan. In that regard, section 1125(a)(1) of the Bankruptcy Code provides, in pertinent part, that: [A]dequate information means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan U.S.C. 1125(a)(1). The primary purpose of a disclosure statement is to provide all material information that creditors and interest holders affected by a proposed plan need to make an informed decision regarding whether or not to accept or reject the plan. See, e.g., Krystal Cadillac-Oldsmobile GMC Truck, Inc. v. General Motors Corp., 337 F.3d 314, (3d Cir

9 Case MFW Doc 3798 Filed 09/05/17 Page 9 of ) ( Under 11 U.S.C. 1125(b), a party seeking chapter 11 bankruptcy protection has an affirmative duty to provide creditors with a disclosure statement containing adequate information to enable a creditor to make an informed judgment about the Plan. ) (internal citations omitted); Century Glove, Inc. v. First Am. Bank of New York, 860 F.2d 94, 100 (3d Cir. 1988) ( [Section] 1125 seeks to guarantee a minimum amount of information to the creditor asked for its vote. ); In re Monnier Bros., 755 F.2d 1336, 1341 (8th Cir. 1985); In re Phoenix Petroleum Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. 2001); In re Unichem Corp., 72 B.R. 95, 97 (Bankr. N.D. Ill. 1987). 23. The determination of whether the disclosure statement includes adequate information is made on a case-by-case basis, and courts exercise broad discretion when evaluating whether a disclosure statement contains adequate information. See, e.g., Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.2d 414, 417 (3d Cir. 1988) ( From the legislative history of 1125 we discern that adequate information will be determined by the facts and circumstances of each case. ); In re Lisanti Foods, Inc., 329 B.R. 491, 507 (D.N.J. 2005) ( The legislative notes to 1125 provide that [b]oth the kind and form of information are left essentially to the judicial discretion of the court, guided by the specification... that it be of a kind and in sufficient detail that a reasonable and typical investor can make an informed judgment about the plan. ); see also S. Rep. No , at 121 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 5907 ( [T]he information required will necessarily be governed by the circumstances of the case. ). Courts within the Third Circuit and elsewhere acknowledge that determining what constitutes adequate information for the purpose of satisfying section

10 Case MFW Doc 3798 Filed 09/05/17 Page 10 of 26 of the Bankruptcy Code resides within the broad discretion of the court In determining whether a disclosure statement contains adequate information as required by section 1125 of the Bankruptcy Code, courts typically examine whether information regarding the following topics, if applicable, is provided within a disclosure statement: the events that led to the filing of a bankruptcy petition; the relationship of the debtors and their affiliates; a description of the available assets and their value; the anticipated future of the debtors; the source of information stated in the disclosure statement; the present condition of the debtors while in chapter 11; claims asserted against the debtors; the estimated return to creditors under a chapter 7 liquidation; the future management of the debtors; the chapter 11 plan or a summary thereof; financial information, valuations, and projections relevant to the creditors decision to accept or reject the chapter 11 plan; information relevant to the risks posed to creditors under the plan; the actual or projected realizable value from recovery of preferential or otherwise voidable transfers; 3 See, e.g., In re River Village Assocs., 181 B.R. 795, 804 (E.D. Pa. 1995); In re Phoenix Petroleum Co., 278 B.R. 385, 393 (Bankr. E.D. Pa. 2001); Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F.2d 1142, 1157 (5th Cir. 1988) ( The determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court. ); In re PC Liquidation Corp., 383 B.R. 856, 865 (E.D.N.Y. 2008) ( The standard for disclosure is, thus, flexible and what constitutes adequate disclosure in any particular situation is determined on a case-by-case basis, with the determination being largely within the discretion of the bankruptcy court. ) (internal citation omitted); In re Lisanti Foods, Inc., 329 B.R. 491, 507 (D.N.J. 2005) (same)

11 Case MFW Doc 3798 Filed 09/05/17 Page 11 of 26 litigation likely to arise in a nonbankruptcy context; and tax attributes of the debtors This list is not meant to be comprehensive and a debtor need not provide all the information on the list. Rather, the court must decide what is appropriate in each case. See In re U.S. Brass, 194 B.R. at 425; see also In re Phoenix Petroleum Co., 278 B.R. at 393 (cautioning that no one list of categories will apply in every case ). 26. Caribe submits that the Disclosure Statement contains sufficient detail to permit holders of Claims entitled to vote on the Plan to make an informed judgment whether to accept or reject the Plan. Indeed, the Disclosure Statement addresses in detail substantially all of the factors identified above that are applicable where, as here, a debtor is proposing a plan of liquidation rather than a plan of reorganization. Caribe has made every effort to produce a Disclosure Statement that renders the Plan and solicitation and confirmation processes understandable. Caribe believes that the Disclosure Statement contains adequate information as that phrase is defined in section 1125(a)(1) of the Bankruptcy Code, and respectfully requests that the Disclosure Statement be approved. II. THE DISCLOSURE STATEMENT PROVIDES SUFFICIENT NOTICE OF EXCULPATION, INJUNCTION AND RELATED PROVISIONS IN THE PLAN Bankruptcy Rule 3016(c) requires that, if a plan provides for an injunction against conduct not otherwise specifically enjoined under the Bankruptcy Code, the plan and disclosure statement must describe, in specific and conspicuous language, the acts to be enjoined and the entities subject to the injunction. 4 See In re U.S. Brass Corp., 194 B.R. 420, (Bankr. E.D. Tex. 1996); see also In re Scioto Valley Mortg. Co., 88 B.R. 168, (Bankr. S.D. Ohio 1988) (listing the factors courts have considered in determining the adequacy of information provided in a disclosure statement); In re Metrocraft Pub. Serv., Inc., 39 B.R. 567, 568 (Bankr. N.D. Ga. 1984) (same). 5 The Plan does not provide for the release of any third parties

12 Case MFW Doc 3798 Filed 09/05/17 Page 12 of Article X of the Plan and Article X of the Disclosure Statement describe in detail the entities subject to an injunction under the Plan and the acts that they are enjoined from pursuing. Further, the language in Article X of the Plan and Article X of the Disclosure Statement is bolded, making it conspicuous to the reader. Accordingly, Caribe respectfully submits that the Disclosure Statement complies with Bankruptcy Rule 3016(c). III. APPROVAL OF DISCLOSURE STATEMENT HEARING NOTICE 29. Bankruptcy Rule 3017(a) requires that notice of the hearing to consider the proposed disclosure statement be provided to creditors and other parties in interest. 6 Moreover, Local Rule provides that the date of the disclosure statement hearing shall be at least thirty-five (35) days following service of the disclosure statement and the objection deadline shall be at least twenty-eight (28) days from service of the disclosure statement Contemporaneously with the filing of this Motion, Caribe served the Disclosure Statement Notice, annexed hereto as Exhibit B and incorporated herein by reference, by electronic and/or first class mail on: (a) the U.S. Trustee; (b) counsel for the Committee; (c) those parties who have formally filed requests for notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002 (the 2002 List ); (d) Riemer & Braunstein LLP (attn.: Donald Rothman) as counsel for (i) Bank of America, N.A., in its capacity as Administrative Agent and Collateral Agent under the Second Amended and Restated Credit Agreement, dated as of May 17, 2012, and (ii) certain DIP Lenders under the TSA Debtors postpetition financing facility; (e) Brown Rudnick LLP (attn.: Robert Stark and Bennett Silverberg) as counsel for (i) Wilmington Savings Fund Society, FSB as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement, dated as of May 3, 2006, and amended and restated as of November 16, 2010, and (ii) certain Term Lenders under the Amended and 6 See Fed. R. Bankr. P. 3017(a) (providing that after a disclosure statement is filed, it must be mailed with the notice of the hearing to consider the disclosure statement and any objections or modifications thereto on no less than 28 days notice thereof); see also Fed. R. Bankr. P. 2002(b) (requiring not less than 28 days notice by mail of the time for filing objections and the hearing to consider the approval of a disclosure statement). 7 Del. Bankr. L.R (a)

13 Case MFW Doc 3798 Filed 09/05/17 Page 13 of 26 Restated Credit Agreement, dated as of May 3, 2006, and amended and restated as of November 16, 2010; (f) Choate, Hall & Stewart LLP (attn.: Kevin Simard) as counsel for (i) Wells Fargo Bank, National Association, in its capacity as FILO Agent under the Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2015, and (ii) certain DIP Lenders under the TSA Debtors postpetition financing facility; (g) O Melveny & Meyers LLP (attn.: John Rapisardi) as counsel for certain holders of 11.5% Senior Subordinated Notes Due February 19, 2018 under the Securities Purchase Agreement, dated as of May 3, 2006; (h) all holders of 11.5% Senior Subordinated Notes Due February 19, 2018 under the Securities Purchase Agreement, dated as of May 3, 2006; (i) the Internal Revenue Service; (j) all persons or entities listed in the schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs filed by Caribe (the Schedules ); and (k) any other known holders of claims against, or equity interests in, Caribe (collectively, the Notice Parties ). Caribe provided the Notice Parties with notice of the time set for filing objections to the Disclosure Statement as well as notice of the Disclosure Statement Hearing (as defined herein) in accordance with the Bankruptcy Rules and the Local Rule 31. In accordance with Bankruptcy Rule 3017(a), on or before September 6, 2017, Caribe provided, by electronic and/or first class mail, a copy of the Disclosure Statement and Plan to (i) the U.S. Trustee; (ii) counsel for the Committee; (iii) the 2002 List; and (iv) and all parties that have claims against, or are included in the Schedules of, Caribe. Caribe also provided, and will continue to provide, copies of the Disclosure Statement and Plan to any party in interest that specifically requests such documents in the manner specified in the Disclosure Statement Notice and Bankruptcy Rule 3017(a). Copies of the Disclosure Statement and Plan are also available on-line at A hearing to approve the Disclosure Statement Hearing shall commence on October 18, 2017 at 10:30 a.m. (ET) and the deadline to object to the Disclosure Statement is October 4, 2017 at 4:00 p.m. (ET). Accordingly, parties in interest will have had at least 28 days notice of the deadline to object to the approval of the Disclosure Statement and at least

14 Case MFW Doc 3798 Filed 09/05/17 Page 14 of 26 days notice of the Disclosure Statement Hearing in compliance with Bankruptcy Rules 3017(a) and 2002(b), and Local Rule (a). Thus, Caribe submits that it has provided adequate notice of the Disclosure Statement Hearing and requests that the Court approve such notice as appropriate and in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. IV. FIXING A VOTING RECORD DATE 33. Bankruptcy Rule 3017(d) provides that, for the purposes of soliciting votes in connection with the confirmation of a plan of reorganization, creditors and equity security holders shall include holders of stock, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for cause, after notice and a hearing. Fed R. Bankr. P. 3017(d). Bankruptcy Rule 3018(a) contains a similar provision regarding determination of the record date for voting purposes. 34. Additionally, Local Rule (b) provides that [t]he plan proponent shall timely file a motion to be heard at a disclosure statement hearing for approval of the voting procedures, including the form of ballots, the voting agent and the manner and time of voting. 8 Similarly, Bankruptcy Rule 3017(c) provides that before approving the disclosure statement, the Court must fix a time within which the holders of claims and interests may accept or reject a plan and may fix a date for the hearing on confirmation of a plan. 35. Caribe requests that the Court set the first day of the Disclosure Statement Hearing as the Voting Record Date for purposes of determining which holders of Claims and/or Equity Interests are entitled to vote on the Plan. In addition, Caribe requests that the Court establish the Voting Record Date as the date for determining which holders of Claims and/or Equity Interests in nonvoting classes are entitled to receive a Non-Voting Party Notice (as defined below). Caribe submits that the Voting Record Date is appropriate and should be approved. 8 Del. Bankr. L.R (b)

15 Case MFW Doc 3798 Filed 09/05/17 Page 15 of 26 V. ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF THE PLAN A. Scheduling the Confirmation Hearing 36. Bankruptcy Rule 3017(c) provides that: Fed R. Bankr. P. 3017(c). [o]n or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan and may fix a date for the hearing on confirmation. 37. In accordance with Bankruptcy Rules 2002(b) and 3017(c), and in view of Caribe s proposed solicitation schedule outlined herein, Caribe requests that a hearing on confirmation of the Plan (the Confirmation Hearing ) be scheduled for December 5, 2017, commencing at 10:30 a.m. (ET), which is forty-eight (48) days after the Disclosure Statement Hearing. The Confirmation Hearing may be continued from time to time by the Court or Caribe without further notice, and the Plan may be modified pursuant to section 1127 of the Bankruptcy Code prior to, during, or as a result of the Confirmation Hearing, in each case without further notice to parties in interest. 38. The proposed timing for the Confirmation Hearing is in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules and will enable Caribe to pursue confirmation of the Plan in a timely fashion. B. Establishing Procedures for Notice of the Confirmation Hearing and Filing Objections to Confirmation of the Plan 39. Bankruptcy Rules 2002(b) and (d) require not less than twenty-eight (28) days notice to all creditors and equity security holders of the time fixed for filing objections and the hearing to consider confirmation of a chapter 11 plan. In accordance with Bankruptcy Rules

16 Case MFW Doc 3798 Filed 09/05/17 Page 16 of and 3017(d), upon approval of the Disclosure Statement, Caribe proposes to provide all parties that receive a Solicitation Package with a copy of the Confirmation Hearing Notice setting forth (i) the Voting Deadline, (ii) the time fixed for filing objections to the Plan, and (iii) the time, date and place for the Confirmation Hearing. The Confirmation Hearing Notice will be sent contemporaneously with the distribution of the Solicitation Packages on or before the Solicitation Commencement Date (as defined below), and such notice will be sent on or prior to the date that is twenty-eight (28) days prior to the Confirmation Objection Deadline, as required by Bankruptcy Rule 2002(b). 40. The Confirmation Hearing Notice provides, and Caribe requests, that the Court direct that objections to confirmation of the Plan or proposed modifications to the Plan, if any, (a) be in writing; (b) state the name and address of the objecting party; (c) state the amount and nature of the Claim of such party; (d) state with particularity the basis and nature of any objection to the Plan and, if practicable, proposed modifications to the Plan that would resolve such objection; and (e) be filed, together with proof of service, with the Court and served so that they are received by the parties identified in the Confirmation Hearing Notice or the Non-Voting Party Notice, as applicable, no later than the Confirmation Objection Deadline. 41. Setting [November 20, 2017 at 4:00 p.m. (ET)] as the Confirmation Objection Deadline will provide parties in interest with at least 28 days notice of the Confirmation Objection Deadline and will afford Caribe and other parties in interest sufficient time to consider the objections and proposed modifications to the Plan (if any) and file any reply, while leaving the Court sufficient time to consider any such objections and reply prior to the Confirmation Hearing. Accordingly, Caribe respectfully requests that the Court approve these procedures for filing objections to the Plan, pursuant to Bankruptcy Rules 2002 and In addition to the parties receiving Solicitation Packages and Non-Voting Party Notices, Caribe shall serve or cause to be served the Confirmation Hearing Notice on or before the Solicitation Commencement Date, by first class mail upon:

17 Case MFW Doc 3798 Filed 09/05/17 Page 17 of 26 (a) (b) (c) (d) (e) (f) (g) the U.S. Trustee; the United States Attorney s Office for the District of Delaware; the United States Department of Justice; the Internal Revenue Service (including the Delaware and Washington, D.C. offices); the relevant federal, state and local taxing authorities; the relevant state and local regulatory agencies; and parties that have filed a request for service in the Chapter 11 Cases in accordance with Bankruptcy Rule 2002 as of the day prior to service. 43. Caribe submits that the foregoing procedures will provide adequate notice of the Confirmation Hearing and, accordingly, request that the Court approve such notice as adequate. VI. APPROVING SOLICITATION MATERIALS AND PROCEDURES FOR DISTRIBUTION THEREOF 44. Bankruptcy Rule 3017(d) specifies the materials to be distributed to creditors and equity security holders upon approval of a disclosure statement. In accordance with Bankruptcy Rule 3017(d), Caribe proposes to transmit, or cause to be transmitted, by first class mail, to parties entitled to vote on the Plan (the Voting Parties ) 9 a solicitation package (the Solicitation Package ), on or before October 23, 2017 (the Solicitation Commencement Date ), containing: (i) the Confirmation Hearing Notice, which shall set forth (a) the Court s approval of the Disclosure Statement, (b) the Voting Deadline with respect to the Plan, (c) the date and time of the Confirmation Hearing, and (d) the Confirmation Objection Deadline and procedures for filing objections to confirmation of the Plan; (ii) a CD containing a copy of the order approving this Motion (without exhibits) and a copy of the Disclosure Statement (together with the Plan and other exhibits annexed thereto); and (iii) the appropriate Ballot to accept or reject the Plan and a self-addressed, return envelope. 9 The Voting Parties consist of holders of Claims in Class 3 (General Unsecured Claim), Class 4 (Subordinated Claims), and Class 5 (Equity Interests)

18 Case MFW Doc 3798 Filed 09/05/17 Page 18 of Pursuant to section 1126(f) of the Bankruptcy Code, unimpaired creditors are conclusively presumed to have accepted the plan, and solicitation of acceptances with respect to such class... is not required. 11 U.S.C. 1126(f). Accordingly, Caribe proposes that it need not be required to transmit Solicitation Packages to holders of Claims in Class 1 (Priority Non- Tax Claims) and Class 2 (Miscellaneous Secured Claims) (collectively, the Non-Voting Parties ), as holders of Claims in Classes 1 and 2 are unimpaired under the Plan and thus are deemed to have accepted the Plan. 46. Caribe proposes to mail or cause to be mailed to each of the Non-Voting Parties, at the address to which notices are required to be sent pursuant to Bankruptcy Rule 2002(g), a notice, substantially in the form attached to the Proposed Order as Exhibit 3 (the Non-Voting Party Notice ), which will set forth, among other things: (i) the non-voting Classes under the Plan; (ii) a summary of the treatment of Claims under the Plan; (iii) the date and time of the Confirmation Hearing; and (iv) the Confirmation Objection Deadline and procedures for filing objections to the Plan. The Non-Voting Party Notice will indicate how the Non-Voting Parties may obtain a copy of the Plan and Disclosure Statement Caribe expects that it will be able to commence distribution of the Solicitation Packages, Confirmation Hearing Notices, and Non-Voting Party Notices, as applicable, on or before the Solicitation Commencement Date to: (a) (b) all persons or entities identified on Caribe s Schedules, excluding scheduled Claims that have been (i) superseded by a filed proof of claim prior to the Voting Record Date, (ii) disallowed and/or expunged, or (iii) paid in full; all parties who filed proofs of claim, as reflected on the official claims register maintained by the Balloting Agent, as of the close 10 The Disclosure Statement and the Plan have been filed with the Clerk of the United States Bankruptcy Court for the District of Delaware. Copies of such documents may be obtained by parties in interest from Caribe s Balloting Agent by visiting or by calling the Balloting Agent at (866) (international callers may dial (310) ). Copies of the Disclosure Statement and the Plan are also available for inspection during regular business hours at the office of the Clerk of the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware In addition, copies of the Disclosure Statement and the Plan may be obtained for a fee from the Court s website,

19 Case MFW Doc 3798 Filed 09/05/17 Page 19 of 26 of business on the Voting Record Date, and whose Claims have not been either (i) disallowed and/or expunged or (ii) otherwise satisfied prior to the Solicitation Commencement Date; (c) (d) the assignee of a transferred and assigned Claim (whether a filed Claim or a Claim included on the Schedules) if the transfer and assignment has been noted on the Court s docket and is effective pursuant to Bankruptcy Rule 3001(e) as of the close of business on the Voting Record Date; and all persons of entities identified in Caribe s records as holding Equity Interests. 48. If Caribe sends Solicitation Packages, Confirmation Hearing Notices, and Non- Voting Party Notices that are returned as undeliverable, and Caribe cannot obtain more current addresses through good faith efforts, Caribe seeks to be excused from attempting to re-deliver such materials to such entities. 49. Although Caribe has made, and will make, every effort to ensure that the Solicitation Packages are in final form, Caribe nonetheless requests that it be authorized to make nonsubstantive changes to the Disclosure Statement, the Plan, and related documents without further order of the Court, including ministerial changes to correct typographical and grammatical errors, and to make conforming changes among the Disclosure Statement, the Plan and any other materials in the Solicitation Packages prior to mailing. 50. Caribe submits that good cause exists for implementing the aforementioned notice and service procedures. VII. APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON THE PLAN 51. Bankruptcy Rule 3017(d) provides that ballots for accepting or rejecting the Plan should conform substantially to Official Form No. 14. Caribe proposes to distribute to certain creditors, as described below, one or more Ballots, substantially in the forms annexed to the Proposed Order as Exhibits 2-A, 2-B, and 2-C, respectively. The forms of Ballots are based on Official Form No. 14, but have been modified to address the particular aspects of Caribe s

20 Case MFW Doc 3798 Filed 09/05/17 Page 20 of 26 Chapter 11 Case and to include certain additional information that Caribe believes is relevant and appropriate for each Class of Claims and Equity Interests entitled to vote. 52. Caribe believes that the proposed Ballots are appropriate and that the implementation of the aforementioned voting procedures will foster a fair and equitable voting process. Accordingly, Caribe submits that good cause exists for approving the proposed Ballots and implementing the voting procedures set forth above. VIII. ESTABLISHING VOTING DEADLINE FOR RECEIPT OF BALLOTS 53. Bankruptcy Rule 3017(c) provides that, on or before approval of a disclosure statement, the court shall fix a time within which the holders of claims or equity security interests may accept or reject a plan. Caribe proposes a twenty-eight (28) day solicitation period in Caribe s Chapter 11 Case to begin on the Solicitation Commencement Date. Based on such schedule, Caribe requests that in order to be counted as a vote to accept or reject the Plan, each Ballot must be properly executed, completed and delivered to the Balloting Agent (i) by firstclass mail, in the return envelope provided with each Ballot, (ii) by overnight courier, or (iii) by hand delivery, so that it is actually received by the Balloting Agent no later than [5:00 p.m. (PT) on November 20, 2017], which is twenty-eight (28) days after the Solicitation Commencement Date. Except in Caribe s sole and absolute discretion, any Ballot transmitted to the Balloting Agent by facsimile or other electronic means shall not be counted. Caribe submits that such solicitation period is more than a sufficient period within which parties in interest entitled to vote can make an informed decision whether to accept or reject the Plan. IX. APPROVAL OF PROCEDURES FOR VOTE TABULATION 54. Section 1126(c) of the Bankruptcy Code provides as follows: A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan

21 Case MFW Doc 3798 Filed 09/05/17 Page 21 of U.S.C. 1126(c). 55. Section 1126(d) of the Bankruptcy Code provides as follows: A class of interests has accepted a plan if such plan has been accepted by holders of such interests, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount of the allowed interests of such class held by holders of such interests, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan. See 11 U.S.C. 1126(d). Further, Bankruptcy Rule 3018(a) provides that the court after notice and hearing may temporarily allow the claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan. Fed. R. Bankr. P. 3018(a). 56. Caribe proposes that the foregoing general procedures be subject to the following tabulation rules: (a) (b) (c) (d) If a Claim is deemed Allowed under the Plan or pursuant to a stipulation or settlement agreement approved by order of the Court, such Claim is Allowed for voting purposes in the deemed Allowed amount set forth in the Plan, stipulation or settlement agreement. If a proof of claim was timely filed prior to the Voting Record Date in an amount that is liquidated and non-contingent, such Claim shall be deemed allowed for voting purposes only and not for purposes of allowance or distribution, in the amount set forth on the proof of claim; provided, however, that a party whose claim has been indefeasibly paid, in full or in part, shall only be permitted to vote the unpaid amount of such Claim, if any, to accept or reject the Plan. If a proof of claim has been timely filed prior to the Bar Date and such Claim is wholly contingent or unliquidated, such Claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, in an amount equal to $1.00. If a proof of claim has been timely filed prior to the Bar Date and such Claim is unliquidated or contingent in part, such Claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, in the liquidated and noncontingent amount only, less any amounts that have been indefeasibly paid toward such Claim

22 Case MFW Doc 3798 Filed 09/05/17 Page 22 of 26 (e) (f) (g) (h) (i) (j) If a proof of claim has not been timely filed prior to the Bar Date, or a Claim has not been otherwise Allowed prior to the Voting Record Date, and such Claim is reflected in Caribe s Schedules and is not listed as contingent, unliquidated or disputed, such Claim shall be allowed for voting purposes only in the amount reflected in Caribe s Schedules; provided, however, that a party whose claim has been indefeasibly paid, in full or in part, shall only be permitted to vote the unpaid amount of such Claim, if any, to accept or reject the Plan. If a Claim has been scheduled by Caribe and is wholly contingent or unliquidated (but not disputed), and has not be superseded by a proof of claim filed prior to the Voting Record Date, such claim shall be temporarily allowed for voting purposes only in an amount equal to $1.00. If a Claim has been estimated or otherwise allowed for voting purposes by order of the Court, such claim is temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of distribution. If Caribe has served an objection to a Claim or request for estimation as to a Claim on or before October 18, 2017, such Claim is temporarily disallowed for voting purposes only and not for purposes of allowance or distribution, except as ordered by the Court before the Voting Deadline. For purposes of voting, Equity Interests shall be as set forth in the Caribe s Schedules. For purposes of voting, classification and treatment under the Plan, each entity that holds or has filed more than one (1) Claim or Equity Interest, shall be treated as if such entity has only one (1) Claim or Equity Interest in each applicable Class and the Claims or Equity Interests shall be aggregated in each applicable Class and the total dollar amount of such entity s Claims or Equity Interest in each applicable Class shall be the sum of the aggregated Claims or Equity Interests of such entity in each applicable Class. 57. In addition, Caribe requests that the following procedures and standard assumptions be used in tabulating the Ballots: (a) For purposes of the numerosity requirement of section 1126(c) of the Bankruptcy Code, separate Claims or Equity Interests held by a single person or entity in a particular Class will be aggregated as if such person or entity held one Claim or Equity Interest against Caribe in such Class, and the votes related to such Claims or

23 Case MFW Doc 3798 Filed 09/05/17 Page 23 of 26 Equity Interests will be treated as a single vote to accept or reject the Plan. (b) (c) (d) (e) (f) (g) (h) (i) Creditors or Holders of Equity Interests must vote all of their Claims within a particular Class either to accept or reject the Plan and may not split their vote. Accordingly, an individual Ballot or multiple Ballots with respect to multiple Claims or Equity Interests within a single Class that partially rejects and partially accepts the Plan will not be counted. Ballots that fail to indicate an acceptance or rejection of the Plan or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted. Only Ballots that are timely received with appropriate signature(s) will be counted. Unsigned Ballots and/or untimely Ballots will not be counted. Only Creditors or Holders of Equity Interests may vote unless a properly executed, written power of attorney is submitted with each Ballot cast, which evidences such party s intention to have such other person complete the Ballot on the Creditor or Holder of Equity Interest s behalf, provided, however, that Caribe may elect to waive this requirement in their sole and absolute discretion. A Creditor whose Claim is subject to a pending objection is not eligible to vote unless such objection(s) are resolved in such Creditor s favor, Caribe and the Creditor stipulate to a Claim for voting purposes only, or, after notice and a hearing pursuant to Bankruptcy Rule 3018(a), the Bankruptcy Court allows the Claim temporarily or estimates the amount of the Claim for purposes of voting to accept or reject the Plan. Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, will not be counted. Ballots which are illegible, or contain insufficient information to permit the identification of the Creditor or Holder of Equity Interest, will not be counted. Whenever a Creditor or Holder of Equity Interest casts more than one Ballot voting the same Claim or Equity Interest prior to the Voting Deadline, the last valid Ballot received prior to the Voting Deadline shall be deemed to reflect the voter s intent and supersede any prior Ballots

24 Case MFW Doc 3798 Filed 09/05/17 Page 24 of 26 (j) (k) (l) (m) (n) (o) (p) (q) If a Creditor or Holder of Equity Interest simultaneously casts inconsistent duplicate Ballots with respect to the same Claim or Equity Interest, such Ballots shall not be counted. Each Creditor or Holder of Equity Interest shall be deemed to have voted the full amount of its Claim or Equity Interest. Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Balloting Agent and Caribe, which determination shall be final and binding. Any Ballot containing a vote that this Court determines, after notice and a hearing, was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code shall not be counted for voting or tabulation purposes. Any Ballot cast by a person or entity that does not hold a Claim or Equity Interest in a Class that is entitled to vote to accept or reject the Plan shall not be counted for voting or tabulation purposes. Ballots cast for Claims listed in Caribe s Schedules as disputed, for which no corresponding proof of claim was timely filed before the Voting Record Date, shall not be counted for voting or tabulation purposes. Except in Caribe s sole and absolute discretion, any Ballot transmitted to the Balloting Agent by facsimile or other electronic means shall not be counted for voting or tabulation purposes Subject to contrary order of the Court, Caribe reserves the right to reject any and all Ballots not proper in form, the acceptance of which, in Caribe s opinion, would not be in accordance with the provisions of the Bankruptcy Code; provided, however, that such invalid Ballots are documented in the voting results filed with the Court. Subject to contrary order of the Court, Caribe, in its sole and absolute discretion, may waive any defect in any Ballot at any time before or after the Voting Deadline and without notice. 58. In the event any Class of Claims does not have a holder of an Allowed Claim or a Claim temporarily Allowed by the Court as of the date of the Confirmation Hearing, such class or classes will be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code