rdd Doc 59 Filed 01/19/16 Entered 01/19/16 17:22:43 Main Document Pg 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

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1 Pg 1 of 5 Hearing Date & Time for Bidding Procedures Motion: January 26, 2016 at 10:00 a.m. Objection Date & Time for Bidding Procedures Motion: January 25, 2016 at 10:00 a.m. Kevin J. Nash Evan M. Lazerowitz Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, New York Telephone: (212) Facsimile: (212) Proposed Counsel for the Debtor UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Joyce Leslie, Inc. Chapter 11 Case No (RDD) Debtor. DEBTOR S MOTION TO SHORTEN TIME ON THE MOTION TO AUTHORIZE ENTRY INTO STALKING HORSE AGREEMENTS, AUTHORIZE BIDDING PROCEDURES AND AN AUCTION, SCHEDULING A SALE HEARING, AND GRANTING RELATED RELIEF Joyce Leslie, Inc. (the Debtor ), hereby submits this motion (the Motion to Shorten Time ) for expedited consideration of the Debtor s Motion Seeking Authorization to Enter Into Stalking Horse Agreements, Authorizing Bidding Procedures and an Auction, Scheduling a Sale Hearing, and Granting Related Relief [Dkt. No. 43] (the Bidding Procedures Motion ). In support of the Motion to Shorten Time, the Debtor relies upon the record of the hearing held on January 12, 2016, and fully incorporates by reference the Declaration of Lee Diercks Pursuant to Local Bankruptcy Rule and in Support of Debtor s First Day Motions [Dkt. No. 1] (the First Day Declaration ). In further support of the Motion, the Debtor respectfully represents as follows:

2 Pg 2 of 5 BACKGROUND 1. On January 9, 2016 (the Petition Date ), the Debtor commenced its Chapter 11 case (the Chapter 11 Case ) by filing a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtor continues to manage and operate its business as a debtor-inpossession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 2. An official committee of unsecured creditors has not yet been appointed in this Chapter 11 case. 3. The factual background regarding the Debtor, including its business operations, capital and debt structure, and the events leading up to the filing of this Chapter 11 case, are set forth in detail in the First Day Declaration and accompanying bankruptcy petition and schedules [Dkt. No. 1]. 4. On January 12, 2016, the Court heard first day motions and set January 26, 2016, at 10:00 A.M. as the next hearing date to consider, inter alia, approval of the Agency Agreement and the other Stalking Horse Agreement. 5. Following the hearing, the Debtor finalized various stalking horse agreements with SB Capital Group LLC, Tiger Capital Group, LLC, and 360 Debtor Solutions, LLC (together, SB Capital ), and 618 Main Street Corp. an affiliate of Madrag/10 Spot Clothing, Inc. (herewith, Madrag ). The Debtor filed and served the Bidding Procedures Motion to establish procedures to sell the assets relating to its remaining 42 stores (primarily inventory, furniture, fixtures and equipment, and leases) on January 14, 2016, 1 utilizing January 26, 2016 as the return date. 6. As described more fully in the Bidding Procedures Motion, the Debtor is pursuing 1 The Debtor intends to close five store locations by the end of January, after going out of business sales have concluded at those locations: (i) Store #6 in Morris Plains, NJ; (ii) Store #7 in Carle Place, NY; (iii) Store #12 in Jersey City, NJ; (iv) Store #56 in Bricktown, NJ; and (v) Store #87 in Ridgewood, NY (collectively, the Closing Stores ). 2

3 Pg 3 of 5 a three-track process to maximize asset recoveries. First, the Debtor will seek a potential buyer for all of the company s assets as a going concern or via a global offer to purchase all assets (i.e., inventory, FF&E and leases in bulk). The Debtor will then seek higher and better bids to compete with its stalking horse liquidation agent, SB Capital, LLC. Finally, the Debtor will seek bids on the Debtor s leases, in bulk or separately, to compete with its stalking horse lease purchaser, Madrag. Thereafter, the Debtor will determine which bids or combination of bids generate the greatest recovery and proceed accordingly. 7. The Debtor hopes to obtain approval of the respective stalking horse agreements on January 26, 2016, conduct the auction on February 2, 2016, and obtain entry of an approval order by February 3 or 4, 2016 (subject to the Court s availability). Entry of an approval order by February 4 is required by the Agency Agreement because SB Capital needs to commence liquidation sales before the start of the following weekend (February 6-7) to maximize asset recoveries. 8. On January 14, 2016, the Debtor served the Bidding Procedures Motion by overnight delivery on (a) the Office of the United States Trustee; (b) the Debtor s twenty (20) largest unsecured creditors; (c) counsel to SB Capital LLC; (d) counsel to 618 Main Street Corp.; (e) all the Debtor s landlords; (e) all applicable state attorneys general; (f) any potentially interested parties and (g) parties entitled to notice pursuant to Bankruptcy Rule 2002 [See Dkt. No. 51]. 9. To more fully finalize the upcoming hearing process, the Debtor files this motion to reconfirm the shortened time and to fix an objection date of January 25, 2016, at 10:00 A.M., so all interested parties can be heard. In the interim, the Debtor will continue to work with landlords and other interested parties to resolve any informal objections. 3

4 Pg 4 of 5 LEGAL BASIS FOR RELIEF REQUESTED 10. The Court s authority to shorten time and expedite disposition of this matter is grounded under Bankruptcy Rule 9006(c)(1), which provides that when an act is required or allowed to be done at or within a specified time by these rules or by a notice given thereunder or by order of court, the court for cause shown may in its discretion with or without motion or notice order the period reduced. 11. As developed during the first day hearing, business exigencies exist and warrant shortening notice of the Bidding Procedures Motion given the compressed timeframes under which the Debtor must act. NOTICE 12. Pursuant to Bankruptcy Rule 9006(c)(1), the Court may shorten time without additional notice. The Debtor already served the Bidding Procedures Motion on all parties in interest by overnight delivery on January 14, PRIOR REQUEST 13. The need for an expedited hearing was discussed during the hearing on the first day motions. The Debtor submits this written Motion to Shorten Time as directed by Chambers and to memorialize the Debtor s prior oral application. 4

5 Pg 5 of 5 CONCLUSION WHEREFORE, the Debtor respectfully requests that the Court grant the relief requested in the Motion to Shorten Time, and such other and further relief as may be just and proper. Dated: New York, New York January 19, 2016 Respectfully submitted, /s/ Kevin J. Nash Kevin J. Nash Evan M. Lazerowitz Goldberg Weprin Finkel Goldstein LLP Proposed Counsel for the Debtor 1501 Broadway 22 nd Floor New York, New York Telephone: (212) KNash@gwfglaw.com x:\gwfg\new data\yen\word\joyce leslie\second day motions\motion to shorten time docx 5

6 rdd Doc 59-1 Filed 01/19/16 Entered 01/19/16 17:22:43 Exhibit A - Proposed Order Pg 1 of 3 EXHIBIT A Proposed Order

7 rdd Doc 59-1 Filed 01/19/16 Entered 01/19/16 17:22:43 Exhibit A - Proposed Order Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Joyce Leslie, Inc. Chapter 11 Case No (RDD) Debtor. ORDER ON MOTION TO SHORTEN TIME Based on the hearing held on January 12, 2016, and the filing of a written Motion to Shorten Time 1 by Joyce Leslie, Inc. for entry of an order pursuant to Bankruptcy Rule 9006(c) shortening the notice period and fixing the date and time for an expedited hearing on the Debtor s Motion Seeking Authorization to Enter Into Stalking Horse Agreements, Authorizing Bidding Procedures and an Auction, Scheduling a Sale Hearing, and Granting Related Relief [Dkt. No. 43] (the Bidding Procedures Motion ); and it appearing that the relief requested by the Motion to Shorten Time is in the best interests of the Debtor s estate, its creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Motion to Shorten Time is granted as set forth herein. 2. A hearing to consider the Bidding Procedures Motion will be held before the Honorable Robert D. Drain, United States Bankruptcy Judge, in Room 118 of the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601, on January 26, 2016, at 10:00 a.m. 3. The deadline to respond or object to the relief requested in the Bidding Procedures is January 25, 2016 at 10:00 a.m., although the Court will consider oral responses 1 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

8 rdd Doc 59-1 Filed 01/19/16 Entered 01/19/16 17:22:43 Exhibit A - Proposed Order Pg 3 of 3 at the hearing. 4. The Debtor s prior service of the Bidding Procedures Motion on January 14, 2016, on (a) the Office of the United States Trustee; (b) the Debtor s twenty (20) largest unsecured creditors; (c) counsel to SB Capital LLC; (d) counsel to 618 Main Street Corp.; (e) all the Debtor s landlords; (e) all applicable state attorneys general; (f) any potentially interested parties and (g) parties entitled to notice pursuant to Bankruptcy Rule 2002 (collectively, the Notice Parties ), is deemed good and valid service hereof. thereof. 5. The Debtor shall also serve this Order on the Notice Parties promptly after entry 6. The Debtor is authorized and empowered to take all actions necessary to implement the relief granted in this Order. 7. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order. Dated: White Plains, New York January, 2016 UNITED STATES BANKRUPTCY JUDGE 2