Case KJC Doc 255 Filed 12/04/18 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) ) ) ) Chapter 11

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1 Case KJC Doc 255 Filed 12/04/18 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: NSC WHOLESALE HOLDINGS LLC, et al., 1 Debtors. Chapter 11 Case No (KJC Jointly Administered Hearing Date: January 3, 2019 at 11:00 a.m. (ET Objection Deadline: December 18, 2018 at 4:00 p.m. (ET MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER EXTENDING THE TIME PERIOD WITHIN WHICH THE DEBTORS MAY REMOVE ACTIONS By the motion (this Motion, NSC Wholesale Holdings LLC and its affiliated debtors and debtors-in-possession (the Debtors in the above-captioned chapter 11 cases (the Chapter 11 Cases, seek the entry of an order (the Proposed Order, substantially in the form attached hereto as Exhibit A, pursuant to 28 U.S.C and Rules 9006(b and 9027 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, extending the time period within which the Debtors may remove civil actions through and including May 22, In support of the Motion, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the Court has jurisdiction over this matter 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 February 29, The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: NSC Wholesale Holdings LLC (6210; National Wholesale Liquidators of Lodi, Inc. (4301; NSC Realty Holdings LLC (4779; NSC of West Hempstead, LLC (5582; Top Key LLC (7503; BP Liquor LLC (2059; and Teara LLC (8660. The Debtors mailing address is 111 Hempstead Turnpike, West Hempstead, NY

2 Case KJC Doc 255 Filed 12/04/18 Page 2 of 8 2. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2, and the Debtors confirm their consent pursuant to Local Rule 9013-l(f 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. 3. Venue is proper in this district pursuant to 28 U.S.C and The statutory bases for the relief requested herein are 28 U.S.C and Bankruptcy Rules 9006(b and BACKGROUND 5. On October 24, 2018 (the Petition Date, each of the Debtors filed a voluntary petition with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No party has requested the appointment of a trustee or examiner in these Chapter 11 Cases. On November 5, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditors of NSC Wholesale Holdings LLC, et al. [D.I. 91]. 6. As of the Petition Date, the Debtors owned and operated a chain of eleven (11 general merchandise closeout stores located in four (4 states. The stores, which operated under the name National Wholesale Liquidators, were targeted to lower and lower/middle income customers in densely populated urban and suburban markets. 7. A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this Motion and the above-captioned Chapter 11 Cases, are set forth in greater detail in the Declaration of Mark Samson in Support of Chapter 11 Petitions and 2

3 Case KJC Doc 255 Filed 12/04/18 Page 3 of 8 Requests for First Day Relief [D.I. 2] (the First Day Declaration, which is incorporated by reference herein. 8. As of the Petition Date, the Debtors were parties to certain judicial proceedings in which claims on behalf of or against the Debtors were asserted (collectively, the Actions. 9. Pursuant to Bankruptcy Rule 9027(a(2(A, the Debtors have until January 22, 2019 to file notices of removal with respect to these Actions. As the Debtors Chapter 11 Cases progress, the Debtors require more time than the initial period provided under the Bankruptcy Rules to evaluate the need to file notices of removal with respect to the Actions. RELIEF REQUESTED 10. By this Motion, the Debtors seek the entry of an Order pursuant to Bankruptcy Rule 9006(b, substantially in the form attached hereto as Exhibit A, extending the Debtors time to file notices to remove the Actions for an additional one hundred twenty (120 days, through and including May 22, The Debtors additionally request that the Order approving this Motion be without prejudice to the Debtors right to seek further extensions of the time period within which the Debtors may remove Actions pursuant to Bankruptcy Rules 9006 and BASIS FOR RELIEF REQUESTED 12. Section 1452 of title 28 of the United States Code and Bankruptcy Rule 9027 govern the removal of pending civil actions. Specifically, section 1452(a provides: A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit s police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. 3

4 Case KJC Doc 255 Filed 12/04/18 Page 4 of Bankruptcy Rule 9027(a(2 further provides: If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A 90 days after the order for relief in the case under the Code, (B 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the Code, or (C 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a( Bankruptcy Rule 9006(b(1 allows courts to extend unexpired time periods, such as the deadline to remove actions, providing that: [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion (1 with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order or (2 on motion made after the expiration of the specified period permit the act to be done where the failure to act was the result of excusable neglect. Fed. R. Bankr. P. 9006(b( It is well settled that this Court is authorized to extend the period within which the Debtors may remove actions. See, e.g., Pacor Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir (overruled on other grounds by Things Remembered, Inc. v. Petrarca, 516 U.S. 124, (1995 (holding that the deadline for removal of actions may be extended pursuant to Bankruptcy Rule 9006(b; Jandous Elec. Constr. Corp. v. City of New York (In re Jandous Elec. Constr. Corp., 106 B.R. 48, 50 (Bankr. S.D.N.Y (stating that the period in which to file a motion to remove may be expanded pursuant to Bankruptcy Rule 9006; In re World Fin. Services Ctr., Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal (same; Stamm v. Rapco Foam, Inc., 21 B.R. 715, (Bankr. W.D. Pa (finding that a bankruptcy court may enlarge the time limit for filing an application for removal under appropriate circumstances. 4

5 Case KJC Doc 255 Filed 12/04/18 Page 5 of Moreover, debtors requests for an extension of time in which to remove actions have been routinely granted by courts within the Third Circuit. See, e.g., In re Samuels Jewelers, Inc., Case No (KJC (Bankr. D. Del. Nov. 26, 2018 (granting 120-day extension to remove actions; In re Claire s Stores, Inc., Case No (MFW (Bankr. D. Del. July 3, 2018 (granting 120-day extension to remove actions; In re Eastern Outfitters, LLC, Case No (LSS (Bankr. D. Del. May 25, 2017 (same; In re Sports Authority Holdings, Inc., Case No (MFW (Bankr. D. Del. May 23, 2016 (granting 90-day extension to remove actions; In re Univ. Cooperatives, Inc., Case No (MFW (Bankr. D. Del. Aug. 4, 2014 (granting 90-day extension to remove actions; In re QCE Finance LLC, Case No (PJW (Bankr. D. Del. July 1, 2014 (granting 120-day extension to remove actions; In re The Scooter Store Holdings, Inc., Case No (PJW (Bankr. D. Del. July 31, 2013 (same. 17. In these Chapter 11 Cases, the time within which the Debtors must file notices to remove claims or causes of action is set to expire on January 22, Since the Petition Date, the Debtors have made significant progress in resolving many of the issues facing the Debtors estates. Among other things, the Debtors have worked to: (i obtain significant first day and other relief; (ii obtain interim and final approval of their use of cash collateral; (iii prepare and file schedules and statements of financial affairs; (iv conduct going out of business sales and an auction for some or all of the Debtors assets, which resulted in the sales of a number of the Debtors store leases (both of which closed on November 30, 2018; (v reject leases for remaining stores, thereby saving the Debtors estates significant amounts that would otherwise be expended in connection with such leases; (vi obtain approval of a key employee retention 5

6 Case KJC Doc 255 Filed 12/04/18 Page 6 of 8 plan for certain employees who were critical to the Debtors sale efforts; and (vii otherwise attend to tasks required to administer these Chapter 11 Cases. 18. Given the significant demands on the Debtors personnel and professionals, including the time and attention needed for the Debtors liquidation and sale processes, the Debtors have a legitimate need for additional time to review the Actions and determine whether such Actions should be removed pursuant to Bankruptcy Rule Indeed, in the absence of such relief, the Debtors will be prejudiced with respect to their right to remove Actions to this Court since they would lose an important part of their overall ability to manage litigation during these Chapter 11 Cases, to the detriment to the Debtors estates, creditors and parties in interest. 19. An extension of the deadline to remove Actions to this Court will further permit the Debtors management and professionals to continue to focus on the administration of these Chapter 11 Cases and provide the Debtors with sufficient opportunity to evaluate the Actions to determine whether removal is appropriate. 20. Finally, the Debtors do not believe that any of the Debtors adversaries will be prejudiced by the extension requested in this Motion because each of the Actions is stayed by operation of section 362(a of the Bankruptcy Code. In addition, in the event that the Debtors seek to remove any of the individual Actions, any party to such Action may thereafter seek to have it remanded on equitable grounds pursuant to 28 U.S.C. 1452(b. Thus, the requested extension will not prejudice the rights of other parties. 21. Based on the foregoing, the Debtors submit that an extension of the time within which the Debtors may remove Actions pursuant to Bankruptcy Rule 9027 and 28 U.S.C is warranted. 6

7 Case KJC Doc 255 Filed 12/04/18 Page 7 of 8 NO PRIOR REQUEST 22. No previous request for the relief sought herein has been made to this or any other Court. NOTICE 23. Notice of this Motion has been provided to: (a the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: David L. Buchbinder, Esq.; (b counsel to Capital One; (i King & Spalding LLP, 1180 Peachtree Street, NE Suite 1600, Atlanta, CA (Attn: W. Austin Jowers, Esq., and (ii Chipman Brown Cicero & Cole, LLP, 1313 North Market Street, Suite 5400, Wilmington, Delaware (Attn: William E. Chipman, Jr., Esq.; (c counsel to the Official Committee of Unsecured Creditors; (d Amalgamated Local 298 AFL-CIO; and (e all parties who have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. [The remainder of this page is intentionally left blank.] 7

8 Case KJC Doc 255 Filed 12/04/18 Page 8 of 8 WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form annexed hereto as Exhibit A, (i extending the deadline for removing Actions to this Court by an additional one hundred twenty (120 days, to and including May 22, 2019; and (ii granting the Debtors such other and further relief as is just and proper. Dated: December 4, 2018 SAUL EWING ARNSTEIN & LEHR LLP By: /s/ Monique B. DiSabatino Mark Minuti (DE Bar No Monique B. DiSabatino (DE Bar No N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE Telephone: ( Fax: ( mark.minuti@saul.com monique.disabatino@saul.com -and- Jeffrey C. Hampton Melissa A. Martinez Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA Telephone: ( Fax: ( jeffrey.hampton@saul.com melissa.martinez@saul.com Counsel for Debtors and Debtors in Possession 8

9 Case KJC Doc Filed 12/04/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: NSC WHOLESALE HOLDINGS LLC, et al., 1 Debtors. Chapter 11 Case No (KJC Jointly Administered Hearing Date: January 3, 2019 at 11:00 a.m. (ET Objection Deadline: December 18, 2018 at 4:00 p.m. (ET NOTICE OF MOTION PLEASE TAKE NOTICE that on December 4, 2018, the debtors and debtors-inpossession (collectively, the Debtors in the above-captioned chapter 11 cases filed the Motion of the Debtors for Entry of an Order Extending the Time Period within which the Debtors May Remove Actions (the Motion with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order approving the Motion must be (a in writing and served on or before December 18, 2018 at 4:00 p.m. (prevailing Eastern Standard Time (the Objection Deadline ; (b filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3 rd Floor, Wilmington, Delaware 19801; and (c served as to be received on or before the Objection Deadline by the undersigned attorneys for the Debtors. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON JANUARY 3, 2019 AT 11:00 A.M. (PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5 th FLOOR, COURTROOM 5, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE that only objections made in writing and timely filed and received, in accordance with the procedures above, will be considered by the Bankruptcy Court at such hearing. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: NSC Wholesale Holdings LLC (6210; National Wholesale Liquidators of Lodi, Inc. (4301; NSC Realty Holdings LLC (4779; NSC of West Hempstead, LLC (5582; Top Key LLC (7503; BP Liquor LLC (2059; and Teara LLC (8660. The Debtors mailing address is 111 Hempstead Turnpike, West Hempstead, NY

10 Case KJC Doc Filed 12/04/18 Page 2 of 2 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: December 4, 2018 SAUL EWING ARNSTEIN & LEHR LLP By: /s/ Monique B. DiSabatino Mark Minuti (DE Bar No Monique B. DiSabatino (DE Bar No N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE Telephone: ( Fax: ( mark.minuti@saul.com monique.disabatino@saul.com -and- Jeffrey C. Hampton Melissa A. Martinez Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA Telephone: ( Fax: ( jeffrey.hampton@saul.com melissa.martinez@saul.com Counsel for Debtors and Debtors in Possession 2

11 Case KJC Doc Filed 12/04/18 Page 1 of 3 Exhibit A Proposed Order

12 Case KJC Doc Filed 12/04/18 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: NSC WHOLESALE HOLDINGS LLC, et al., 1 Debtors. Chapter 11 Case No (KJC Jointly Administered Re: Docket No. ORDER EXTENDING THE TIME PERIOD WITHIN WHICH THE DEBTORS MAY REMOVE ACTIONS Upon the motion (the Motion 2 of the above-captioned debtors and debtors-inpossession (the Debtors seeking entry of an order, pursuant to 28 U.S.C and Rules 9006(b and 9027 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules, extending the time period within which the Debtors may remove actions, as set forth more fully in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein; and due and sufficient notice of the Motion having been given; and it appearing that the relief requested by the Motion is in the best interest of the Debtors estates, creditors and other parties in interest; and upon the record herein and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 1 2 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: NSC Wholesale Holdings LLC (6210; National Wholesale Liquidators of Lodi, Inc. (4301; NSC Realty Holdings LLC (4779; NSC of West Hempstead, LLC (5582; Top Key LLC (7503; BP Liquor LLC (2059; and Teara LLC (8660. The Debtors mailing address is 111 Hempstead Turnpike, West Hempstead, NY Any and all terms not defined herein shall have the meaning ascribed to them in the Motion.

13 Case KJC Doc Filed 12/04/18 Page 3 of 3 2. The deadline by which the Debtors may remove the Actions, pursuant to 28 U.S.C. 1452(a and Bankruptcy Rules 9006(b and 9027, is hereby extended through and including May 22, Nothing herein shall prejudice the Debtors right to seek further extensions of the period in which it may remove the Actions pursuant to Bankruptcy Rule This Court shall retain jurisdiction over any and all matters arising from the interpretation or implementation of this Order. Dated:, 201_ HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 2

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