Case LSS Doc 835 Filed 08/23/16 Page 1 of 9 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE. Chapter 11

Transcription

1 Case LSS Doc 835 Filed 08/23/16 Page 1 of 9 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, 1 et al. Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Hearing Date: 9/27/2016 at 10:00 a.m. Obj. Deadline: 9/6/2016 at 4:00 p.m. VESTIS BSI FUNDING, II, LLC S SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) PURSUANT TO 11 U.S.C. 501(A) AND 502(B), FED. R. BANKR. P. 3003(C)(2) AND 3007 TO CERTAIN NO AMENDED/SUPERSEDED CLAIMS AND LATE CLAIMS TO THOSE HOLDERS OF CLAIMS ON EXHIBITS A AND B C ON THE PROPOSED ORDER ANNEXED TO THE OBJECTION AS EXHIBIT 1: YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND BY ANY FURTHER OBJECTION THAT MAY BE FILED. YOU ARE DIRECTED TO LOCATE YOUR CLAIM ON THE EXHIBITS TO THE PROPOSED ORDER THE RELIEF SOUGHT HEREIN IS WITHOUT PREJUDICE TO VESTIS BIS FUNIDNG II, LLC S RIGHT TO PURSUE FURTHER SUBSTANTIVE OR NON- SUBSTANTIVE OBJECTIONS AGAINST THE CLAIMS ADDRESSED HEREIN 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

2 Case LSS Doc 835 Filed 08/23/16 Page 2 of 9 Vestis BSI Funding II, LLC (the Purchaser ), by and through undersigned counsel, hereby objects (the Objection ) pursuant to section 502 of title 11 of the United States Code (the Bankruptcy Code ), rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and rule of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the Local Rules ), to certain of the following types of claims filed in the chapter 11 cases of the above-captioned debtors and debtors-in-possession (collectively, the Debtors ): (a) claims which have been subsequently amended or superseded by later filed claims (the Amended/Superseded Claims ); (b) claims filed after the applicable bar date (the Late Claims, and together with the Amended/Superseded Claims, the Disputed Claims ) listed on Exhibits A and B to the proposed order (the Proposed Order ) attached hereto as Exhibit 1. For the reasons set forth herein, the Purchaser seeks entry of the Proposed Order granting the relief requested herein. In support of this Objection, the Purchaser submits the Declaration of Daniel Bliss, Vice President of Finance of the Vestis Retail Group (the Bliss Declaration ) (a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference). In further support of this Objection, the Purchaser respectfully represents as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and Venue is proper pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. The statutory predicate for the relief requested herein is Bankruptcy Code section 502, Bankruptcy Rule 3007 and Local Rule

3 Case LSS Doc 835 Filed 08/23/16 Page 3 of 9 BACKGROUND 3. On April 18, 2016 (the Petition Date ), each of the Debtors commenced a voluntary case under Chapter 11 of title 11 of the United States Code, 11 U.S.C. 101et seq. (the Bankruptcy Code ). 4. On April 26, 2016, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed an official committee of unsecured creditors (the Committee ) pursuant to section 1102 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. 5. On May 11, 2016, the Court entered an Order Establishing Deadlines For Filing Proofs Of Claim And Approving The Form And Manner Of Notice Thereof (the Bar Date Order ). [Docket No. 258]. 6. The Bar Date Order established 5:00 p.m. (prevailing Pacific Time) on the date that is thirty (30) days after the Bar Date Notice Mailing Date as the deadline by which parties must file a proof of claim based on claims against the Debtors that arose prior to the Petition Date, including requests for allowance and payment of claims under section 503(b)(9) of the Bankruptcy Code for goods delivered and received by the Debtors in the 20 days prior to the Petition Date. On June 3, 2016, the Debtors filed the Notice of Deadline for Filing of Proofs of Claim indicating that pursuant to the Bar Date Order, July 7, 2016 would be established as the General Bar Date. 7. On June 20, 2016, the Court entered the Order (I) Authorizing The Sale Of Substantially All Of The Debtors Assets Free And Clear Of All Claims, Liens, Rights, Interests, And Encumbrances, (II) Approving The Asset Purchase Agreement And (III) Authorizing The Debtors To Assume And Assign Certain Executory Contracts And Unexpired Leases (the Sale 3

4 Case LSS Doc 835 Filed 08/23/16 Page 4 of 9 Order ). [Docket No. 590]. The Sale Order approved an asset purchase agreement (the APA ) that, among other things, transferred substantially all of the Debtors assets to the Purchaser. Under the terms of the APA, the Purchaser assumed the liability to satisfy the 503(b)(9). 8. In the ordinary course of business, the Debtors maintained records (the Books and Records ) that reflect, among other things, certain of the Debtors liabilities and the amounts owed to their creditors. Pursuant to section 2.1 of the APA, the Books and Records were transferred to the Purchaser as an acquired asset. 9. The Purchaser and its advisors have commenced a review of the Proofs of Claim filed in these cases that assert liability under Bankruptcy Code section 503(b)(9), including any supporting documentation filed together therewith the Proofs of Claim themselves, and a comparison of the Proofs of Claim with the Books and Records to determine the validity of the Proofs of Claim. For the reasons set forth in more detail below, and based on its review, the Purchaser has determined that the Disputed Claims filed in these cases are objectionable. RELIEF REQUESTED 10. The Purchaser seeks the entry of the Proposed Order annexed hereto as Exhibit 1, modifying, disallowing, or expunging the Claims set forth thereon as indicated thereon. BASIS FOR RELIEF 11. Section 502(a) of the Bankruptcy Code provides that [a] claim or interest, proof of which is filed under section 501 of this title, is deemed allowed, unless a party in interest... objects. 11 U.S.C. 502(a). The burden of proof for determining the validity of claims rests on different parties at different stages of the objection process. As explained by the Third Circuit: The burden of proof for claims brought in bankruptcy court under 11 U.S.C. 502(a) rests on different parties at different times. Initially, the claimant must allege facts sufficient to support the claim. If the averments in his filed claim meet this standard of sufficiency, it is prima facie valid [citations omitted]. In other 4

5 Case LSS Doc 835 Filed 08/23/16 Page 5 of 9 words, a claim that alleges facts sufficient to support legal liability to the claimant satisfies the claimants initial obligation to go forward. The burden of going forward then shifts to the objector to produce evidence sufficient to negate the prima facie validity of the filed claim... In practice, the objector must produce evidence which, if believed, would refute at least one of the allegations that is essential to the claim s legal sufficiency. If the objector produces sufficient evidence to negate one or more of the sworn facts in the proof of claim, the burden reverts to the claimant to prove the validity of the claim by a preponderance of the evidence. In re Allegheny Int l Inc., 954 F.2d 167, (3d. Cir. 1992) (citation omitted). Once the prima facie validity of a claim is rebutted, it is for the claimant to prove his claim, not for the objector to disprove it. In re Kahn, 114 B.R. 40, 44 (Bankr. S.D.N.Y. 1990) (citations omitted). 12. By this Objection, the Purchaser requests that this Court enter an order, pursuant to sections 105(a) and 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule , modifying the Disputed Claims identified on Exhibits A through C to the Proposed Order for the reasons set forth below and in the manner indicated thereon. 2 A. AMENDED/SUPERSEDED CLAIMS 12. As a result of its Books and Records review, the Purchaser has identified certain Proofs of Claim that can be characterized as Amended/Superseded Claims Claims that have been superseded by later filed amendments thereto (the Amended/Superseded Claims ). In several instances, a Claim filed by a Claimant in one Proof of Claim was later amended or modified, and thus superseded, by a Proof of Claim seeking to recover the same underlying alleged liability. To clarify the claims register in these cases, to simplify the Claims allowance/disallowance process, and to avoid multiple payments based on a single liability, the Purchaser seeks to disallow such amended and superseded Claims but keep the later filed amended Claims on the claims register in these cases. 2 This Objection is expressly without prejudice to any and all rights of the Purchaser to bring future and/or additional objections to any of the Disputed Claims on any basis. 5

6 Case LSS Doc 835 Filed 08/23/16 Page 6 of The Disputed Claims listed on Exhibit A to the Proposed Order are the Amended/Superseded Claims that the Purchaser has identified to date. In a manner substantially consistent with Local Rule (e)(iii), each Amended/Superseded Claim appears in a row with the following labels: (a) Name; (b) Surviving Claim No.; (c) Surviving Claim Amount; (d) Surviving Claim Priority; (e) Surviving Claim Debtor; (f) Amended Claim to be Disallowed; (g) Amended Claim Priority; (h) Amended Claim Debtor; and (i) Reason for Disallowance. 15. The Purchaser objects to the Amended/Superseded Claims labeled Amended Claim to be Disallowed and seeks entry of the Proposed Order disallowing and expunging the Amended/Superseded Claims in their entirety. To the extent that the Claims set forth in the column labeled Surviving Claim are not otherwise amended or superseded by a Proof of Claim later filed by the Claimant, or subject to an objection set forth herein or subsequently filed by the Purchaser or another party in interest, such Claims ultimately shall be allowed as set forth on Exhibit A to the Proposed Order. In the event that a claim has been amended more than once, it may appear on this Exhibit A in more than one row, with the surviving claim on one row listed as the objectionable claim on the next row. In such instances, the Purchasers intend that only the last amended claim shall survive with all previous claims that were amended by such claim being expunged. 13. The disallowance of the Amended/Superseded Claims will not prejudice the Claimants or their substantive rights. The Proposed Order confirms that the Claimants retain a Claim that incorporates the liability asserted by each Claimant. Therefore, entry of the Proposed Order is appropriate under the circumstances. 6

7 Case LSS Doc 835 Filed 08/23/16 Page 7 of 9 B. LATE CLAIMS 13. As a result of its Books and Records review, the Purchaser has identified certain Proofs of Claim that can be characterized as Late Claims i.e., Claims that were filed after the passage of the applicable Bar Date. The Purchasers understands that actual notice of the applicable Bar Date was given to each of the Claimants who filed these Late Claims without obtaining an order extending or otherwise granting relief from the applicable Bar Date. Accordingly, and subject to further objection and the express reservation of rights set forth below, the Purchaser objects to each such Late Claim on the basis of its late filing and requests that each such Late Claim be disallowed. 14. The Disputed Claims listed on Exhibit B to the Proposed Order are the Late Claims that the Purchaser has identified to date. In a manner substantially consistent with Local Rule (e)(iii), each Late Claim appears in a row with the following labels: (a) Name; (b) Claim Number; (c) Date Filed; (d) Claim Amount; (e) Claim Priority; and (f) Reason for Disallowance. 15. As indicated on Exhibit B, each of the Claims was filed after the applicable Bar Date. Accordingly, the Purchaser objects to the Late Claims and seeks entry of the Proposed Order disallowing and expunging the Late Claims in their entirety. SEPARATE CONTESTED MATTERS 16. Each of the above objections to the Proofs of Claim constitutes a separate contested matter as contemplated by Bankruptcy Rule The Purchaser requests that any order entered by this Court with respect to an objection asserted in this Objection shall be deemed a separate order with respect to each Claim. 7

8 Case LSS Doc 835 Filed 08/23/16 Page 8 of 9 RESERVATION OF RIGHTS 17. The Purchaser expressly reserves the right to amend, modify or supplement this Objection and to file additional objections to the Proofs of Claim objected to herein, or any other Claims (filed or not) which may be asserted. Should one or more of the grounds of objection stated in this Objection be dismissed, the Purchaser reserves its right to object on other stated grounds or on any other grounds that the Purchaser discovers during the pendency of these cases. In addition, the Purchaser reserves the right to seek further reduction of any Claim for any reason including to the extent such Claim has been paid. 18. The Purchaser reserves the right to raise further objections, including, without limitation, objection under section 502(d) of the Bankruptcy Code, and the filing of the Objection is without prejudice to the rights of any party in interest who may seek to prosecute avoidance actions against each creditor listed in the Objection. NOTICE 19. The Purchaser has provided notice of this Objection via first class mail to: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel for the Debtors; (c) counsel for the Committee; (d) all the Claimants listed on Exhibits A and B; and (e) any persons who have filed a request for notice in these chapter 11 cases pursuant to Bankruptcy Rule In light of the nature of the relief requested, the Purchaser respectfully submits that no further notice is necessary. STATEMENT OF COMPLIANCE WITH LOCAL RULE (e)(i)(E) 20. The undersigned representative of Klehr Harrison Harvey Branzburg & Ellers, LLP ( Klehr Harrison ) certifies that he has reviewed the requirements of Local Rule and that the Objection substantially complies with that Local Rule. To the extent that the Objection does not comply in all respects with the requirements of Local Rule , Klehr 8

9 Case LSS Doc 835 Filed 08/23/16 Page 9 of 9 Harrison asserts that such deviations are not material and respectfully requests that any such requirement be waived. WHEREFORE, the Purchaser respectfully requests that this Court (i) enter the Proposed Order attached hereto as Exhibit 1 modifying the Disputed Claims, and (ii) grant such other and further relief as is just and proper. Dated: August 23, 2016 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Telephone: (302) Facsimile: (302) and - Morton Branzburg (admitted pro hac vice) KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: (215) Facsimile: (215) Counsel to Vestis BSI Funding II, LLC 9

10 Case LSS Doc Filed 08/23/16 Page 1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, 1 et al. Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Hearing Date: 9/27/2016 at 10:00 a.m. Obj. Deadline: 9/6/2016 at 4:00 p.m. NOTICE OF VESTIS BSI FUNDING, II, LLC S SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) PURSUANT TO 11 U.S.C. 501(A) AND 502(B), FED. R. BANKR. P. 3003(C)(2) AND 3007 TO CERTAIN NO AMENDED/SUPERSEDED CLAIMS AND LATE CLAIMS TO THOSE HOLDERS OF CLAIMS ON EXHIBITS A AND B ON THE PROPOSED ORDER ANNEXED TO THE OBJECTION AS EXHIBIT 1: YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND BY ANY FURTHER OBJECTION THAT MAY BE FILED. YOU ARE DIRECTED TO LOCATE YOUR CLAIM ON THE EXHIBITS TO THE PROPOSED ORDER THE RELIEF SOUGHT HEREIN IS WITHOUT PREJUDICE TO VESTIS BIS FUNIDNG II, LLC S RIGHT TO PURSUE FURTHER SUBSTANTIVE OR NON- SUBSTANTIVE OBJECTIONS AGAINST THE CLAIMS ADDRESSED HEREIN PLEASE TAKE NOTICE that Vestis BSI Funding II, LLC (the Purchaser ), by and through undersigned counsel, filed the attached Second Omnibus Objection (Non-Substantive) Pursuant to 11 U.S.C. 501(a) and 502(b), and Fed. R. Bankr. P. 3003(c)(2) and 3007 to Certain Amended/Superseded Claims and Late Claims (the Objection ) on August 23, The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

11 Case LSS Doc Filed 08/23/16 Page 2 of 2 PLEASE TAKE FURTHER NOTICE that responses, if any, to the Objection must be made in writing, filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801, and served so as to be received by undersigned counsel no later than September 6, 2016 at 4:00 p.m. (Eastern Time). PLEASE TAKE FURTHER NOTICE that if no responses to the Objection are timely filed and received in accordance with the procedures set forth above, an order may be entered granting the relief requested in the Objection without further notice or a hearing. If a response is properly filed and served in accordance with the procedures set forth above, a hearing on the Objection will be held on September 27, 2016 at 10:00 a.m. (Eastern Time), or such other date and time as parties filing responses may be notified, before the Honorable Laurie Selber Silverstein, United States Bankruptcy Court Judge for the District of Delaware, in the United States Bankruptcy Court, 824 North Market Street, 6 th Floor, Courtroom number 2, Wilmington, Delaware Only responses made in writing and timely filed and received will be considered by the Bankruptcy Court at such hearing. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE OBJECTION WITHOUT FURTHER NOTICE OR HEARING. Dated: August 23, 2016 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware Telephone: (302) Facsimile: (302) and - Morton Branzburg (admitted pro hac vice) KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania Telephone: (215) Facsimile: (215) Counsel to Vestis BSI Funding II, LLC 2

12 Case LSS Doc Filed 08/23/16 Page 1 of 6 EXHIBIT 1

13 Case LSS Doc Filed 08/23/16 Page 2 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, 1 et al. Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Related to Docket No. ORDER GRANTING VESTIS BSI FUNDING, II, LLC S SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) PURSUANT TO 11 U.S.C. 501(A) AND 502(B), FED. R. BANKR. P. 3003(C)(2) AND 3007 TO CERTAIN NO AMENDED/SUPERSEDED CLAIMS AND LATE CLAIMS Upon the objection (the Objection ) 2 of BSI Funding, II, LLC (the Purchaser ), seeking entry of an order modifying and/or disallowing certain Amended/Superseded Claims and Late Claims; and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157; and it appearing that venue of this proceeding is proper in this district pursuant to 28 U.S.C and 1409; and adequate notice of the Objection and opportunity for response having been given; and it appearing that no other notice need be given; and the Court having considered the Objection, the Claims listed on Exhibits A and B annexed hereto, and any responses thereto; and upon the record herein and after due deliberation and sufficient cause appearing therefore, it is FOUND AND DETERMINED that: 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Objection.

14 Case LSS Doc Filed 08/23/16 Page 3 of 6 A. This Objection is a core proceeding under 28 U.S.C. 157(b)(2). B. Each holder of a Claim listed on Exhibits A and B attached hereto was properly and timely served with a copy of the Objection, this Order, the accompanying exhibits, and the notice. C. Any entity known to have an interest in the Claims subject to the Objection has been afforded reasonable opportunity to respond to, or be heard regarding, the relief requested in the Objection. D. Each of the Claims to be disallowed on Exhibit A hereto reflect claims that have been amended or superseded. E. Each of the Claims to be disallowed on Exhibit B hereto reflects a Claim that was filed after the passage of the applicable bar date. IT IS HEREBY ORDERED ADJUDGED AND DECREED that: 1. The Objection is granted to the extent set forth herein. 2. Any response to the Objection not otherwise withdrawn, resolved or adjourned is hereby overruled on its merits. 3. Each of the Claims listed as objectionable claims on Exhibit A hereto is hereby disallowed in its entirety. Each of the Claims listed as a Surviving Claim on Exhibit A hereto shall not be affected by this Order. 4. Each of the Claims listed as objectionable claims on Exhibit B hereto is hereby disallowed in its entirety. 5. The Purchaser s and any other parties right to amend, modify, or supplement the Objection, to file additional objections to the Claims or any other Claims (filed or not) which 2

15 Case LSS Doc Filed 08/23/16 Page 4 of 6 may be asserted, and to seek further reduction of any Claim to the extent such claim has been paid, are preserved. 6. Each Claim and the objections by the Purchaser to such Claim, as addressed in the Objection and set forth on Exhibits A and B hereto, constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014 and Local Rule This Order shall be deemed a separate Order with respect to each Claim. Any stay of this Order pending appeal by any Claimants whose Claims are subject to this Order shall only apply to the contested matter which involves such Claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters listed in the Objection or this Order. 7. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 7062, 9014, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. All time periods set forth in the Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 8. The Debtors claims agent is authorized to modify the claims register in these cases to comport with the entry of this Order. 9. This Court shall retain jurisdiction over the Purchaser and the Claimants whose Claims are subject to the Objection with respect to any matters related to or arising from the Objection and the implementation of this Order. Dated:, 2016 Wilmington, Delaware THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE 3

16 Case LSS Doc Filed 08/23/16 Page 5 of 6 AMENDED AND SUPERSEDED CLAIMS TO BE DISALLOWED EXHIBIT A Name National Sign Corporation Heather Willard 780 Four Rod Rd. Berlin, CT National Sign Corporation Heather Willard 780 Four Rod Rd. Berlin, CT Surviving Claim No Surviving Claim Amount Surviving Claim Priority $11, General Unsecured $ Admin Priority $11, General Unsecured $ Admin Priority Surviving Claim Debtor VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) Amended Claim No. to be Disallowed 1353 Amended Claim Amount to be Disallowed Amended Claim Priority $11, General Unsecured $ Admin Priority 1390 $11, General Unsecured Amended Claim Debtor VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) Reason for Disallowance Amended and Superseded Claim to be Disallowed Amended and Superseded Claim to be Disallowed NPB COMPANY, INC MATTHEW GRAY PO BOX KANSAS CITY, MO $70, General Unsecured $44, Admin Priority BS Liquidating, LLC (f/k/a Bob s Stores, LLC) 918 $70, General Unsecured $44, Admin Priority BS Liquidating, LLC (f/k/a Bob s Stores, LLC) Amended and Superseded Claim to be Disallowed In re: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) Chapter 11 Case No Page 1 of 1

17 Case LSS Doc Filed 08/23/16 Page 6 of 6 LATE FILED CLAIMS TO BE EXPUNGED EXHIBIT B Name B AND K Trading International, LLC DBA FRESKO SHOES 1991 TIGERTAIL BLVD SUITE A DANIA BEACH, FL Clarks Companies North America Gerri ODonnell 156 Oak Street Newton, MA Laurie Mellott Crown Valley Parkway D-4 #323 Ladera Ranch, CA Stacey Sharman 4065 W Maulding Ave Las Vegas, NV Claim Number Date Filed Claim Amount Priority Reason for Disallowance /13/2016 $8, Admin Priority Late Filed /19/2016 $177, General Unsecured $5, Admin Priority Late Filed /03/2016 $3, Admin Priority Late Filed /22/2016 $ Admin Priority Late Filed In re VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) Case No (LSS) Page 1 of 1

18 Case LSS Doc Filed 08/23/16 Page 1 of 4 EXHIBIT 2

19 Case LSS Doc Filed 08/23/16 Page 2 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, 1 et al. Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) DECLARATION OF DANIEL BLISS IN SUPPORT OF VESTIS BSI FUNDING, II, LLC S SECOND OMNIBUS OBJECTION (NON-SUBSTANTIVE) PURSUANT TO 11 U.S.C. 501(A) AND 502(B), FED. R. BANKR. P. 3003(C)(2) AND 3007 TO CERTAIN NO AMENDED/SUPERSEDED CLAIMS AND LATE CLAIMS Pursuant to 28 U.S.C. 1746, I, Daniel Bliss, declare as follows: 1. I am the Vice President of Finance of the Vestis Retail Group, which operates the assets transferred by the Debtors to the Purchaser. Prior to this position, I held the same position at the Debtors. In these capacities, I am familiar with the day-to-day operations, businesses, financial affairs, and books and records of the Debtors prior to the sale and the operations of the Purchaser after the sale. I am over the age of 18 and duly authorized to execute this declaration (the Declaration ) on behalf of the Purchaser in support of Vestis BSI Funding, II, LLC s Second Omnibus Objection (Non-Substantive) to Certain Amended/Superseded Claims and Late Claims (the Objection ), 2 filed contemporaneously herewith. 2. All matters set forth in this Declaration are based on: (a) my personal knowledge; 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Objection.

20 Case LSS Doc Filed 08/23/16 Page 3 of 4 (b) my review of relevant documents; (c) my view, based on my experience and knowledge of the Debtors operations, books and records; (d) information supplied to me by others at my request; and (e) as to matters involving United States bankruptcy law or rules or other applicable laws, my reliance on the advice of counsel or other advisors to the Purchaser. If called upon to testify, I could and would testify competently to the facts set forth herein. Claims Review Process 3. During the Claims reconciliation process, the Purchaser has conducted, and continues to conduct, a review of the Claims filed in these chapter 11 cases that assert liability under Bankruptcy Code section 503(b)(9). In this regard I, or another person at my direction, participated in the review of both the Claims Register and the Books and Records with respect to identifying Claims that should be disallowed and expunged (the Disputed Claims ) as described in the Objection. I have read the Objection, the proposed order (the Proposed Order ) and Exhibit A and Exhibit B attached to the Proposed Order, and I am familiar with the information contained therein. 4. Based upon my review of the Proofs of Claim and all documentation submitted therewith, the Books and Records, and after reasonable investigation, I have concluded that the Claims to be Disallowed listed on Exhibit A attached to the Proposed Order have been amended and superseded by the Claims identified on the same exhibit as the surviving Claims. 5. Based upon my review of the Proofs of Claim and all documentation submitted therewith, the Books and Records, and after reasonable investigation, I have concluded that the Claims listed on Exhibit B to the Proposed Order were filed after the passage of the applicable Bar Date. 2

21 Case LSS Doc Filed 08/23/16 Page 4 of 4 Conclusion 6. Based upon my review of the Claims Register and the Books and Records, I believe that granting the relief requested in the Objection is appropriate. I declare under penalty of perjury that the foregoing is true and correct. Executed this 23 rd day of August /s/ Daniel Bliss Name: Daniel Bliss Title: Vice President of Finance of Vestis Retail Group 3