Case 16-10971-LSS Doc 1312 Filed 05/10/17 Page 1 of 3 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-10971 (LSS) (Jointly Administered) Objection Deadline: May 24, 2017 at 4:00 p.m. (ET) Re: Docket No. 285 SIXTEENTH (16 TH ) NOTICE OF REJECTION OF EXECUTORY CONTRACTS PLEASE TAKE NOTICE that, on May 16, 2016, the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) entered an order [Docket No. 285] (the Procedures Order ) 2 in the above-referenced chapter 11 cases of VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) and its chapter 11 affiliates, the debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), establishing, among other things, procedures (the Rejection Procedures ) for the rejection of executory contracts. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, the Debtors hereby provide notice of their intent to reject the executory contracts set forth on Exhibit 1 to the proposed form of order attached hereto as Exhibit A (the Contracts ). Pursuant to the terms of the Procedures Order, unless a written objection is filed and served in accordance with the terms of the Procedures Order, the Contracts will be rejected pursuant to section 365(a) of the Bankruptcy Code, effective as of the date set forth for the particular Contract on Exhibit 1 to the proposed form of order attached hereto as Exhibit A (the Rejection Date ). PLEASE TAKE FURTHER NOTICE that objections, if any, to this Notice must be filed and served so that such objection is filed with the Bankruptcy Court and actually received by the following parties no later than May 24, 2017 at 4:00 p.m. (ET): (a) counsel to the Debtors, (i) Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, Los Angeles, California 90067, Attn: Michael L. Tuchin, Esq. and Lee R. Bogdanoff, Esq. and (ii) Young 1 2 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 06450. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Procedures Order. 164894.2
Case 16-10971-LSS Doc 1312 Filed 05/10/17 Page 2 of 3 Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attn: Robert S. Brady, Esq. and Robert F. Poppiti, Jr., Esq.; (b) counsel to the Buyer, Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, PA 19103, Attn: Morton R. Branzburg, Esq.; (c) the Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Building, 844 King Street, Room 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jane M. Leamy, Esq. and Timothy Fox, Esq.; and (d) counsel to the Committee, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036-7798; Attn: Jay Indyke, Esq. and Richelle Kalnit, Esq. (collectively, the Objection Notice Parties ). PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if no objection is filed and served in accordance with the above procedures, the Debtors may submit a proposed order approving the rejection of the Contracts (the Rejection Order ), substantially in the form attached hereto as Exhibit A, for entry by the Court under certification of counsel, and such rejection shall be deemed effective as of the Rejection Date. PLEASE TAKE FURTHER NOTICE that, if an objection to this Notice is timely filed and served, the Debtors shall seek a hearing on such objection and shall provide at least seven days notice of such hearing to the objecting party and the Objection Notice Parties. If the Court upholds the Debtors determination to reject the Contracts, then the Contracts shall be deemed rejected (a) as of the Rejection Date or (b) as otherwise determined by the Court as set forth in any order overruling such objection. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if the Debtors have deposited monies with a particular Contract counterparty as a security deposit or otherwise, such Contract counterparty may not setoff or otherwise use such deposit without the prior authorization of the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, for any claim that you may assert against the Debtors as a result of the rejection of a Contract, you must submit a proof of claim for damages arising from such rejection on or before the date that is 30 days after the date of entry of the Rejection Order. If you do not timely file such proof of claim, you shall not be treated as a creditor with respect to such claim for voting on any chapter 11 plan in these cases and shall be forever barred from asserting a claim for rejection damages arising from the rejection of the Contracts and from participating in any distributions that may be made in connection with these chapter 11 cases. 164894.2 2
Case 16-10971-LSS Doc 1312 Filed 05/10/17 Page 3 of 3 Dated: May 10, 2017 /s/ Robert F. Poppitit, Jr. Robert S. Brady, Esq. (DE Bar No. 2847) Robert F. Poppiti, Jr., Esq. (DE Bar No. 5052) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com rpoppiti@ycst.com and Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. David M. Guess, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, California 90067 Tel: (310) 407-4031 Fax: (310) 407-9090 Email: mtuchin@ktbslaw.com lbogdanoff@ktbslaw.com dguess@ktbslaw.com Counsel to the Debtors and Debtors in Possession 164894.2 3
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 1 of 6 EXHIBIT A Proposed Rejection Order 164894.2
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 2 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: 16-10971 (LSS) (Jointly Administered) Re: Docket Nos. 285 and ORDER APPROVING THE REJECTION OF EXECUTORY CONTRACTS Pursuant to and in accordance with the Order Establishing Procedures for the Rejection of Executory Contracts and Unexpired Leases [Docket No. 285] (the Procedures Order ); 2 and the Court having 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, 2012; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and that the Court may enter a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Cases and this matter is proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtors having properly filed and served a Notice of Rejection of Executory Contracts [Docket No. ] the Rejection Notice ) in accordance with the terms of the Procedures Order in respect of the rejection of the executory contracts set forth on Exhibit 1 hereto (the Contracts ); and no timely objections having been filed to the rejection of the Contracts; and it appearing that 1 2 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 06450. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Procedures Order. 164894.2
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 3 of 6 due and adequate notice of the Procedures Order and the Rejection Notice has been given, and that no other or further notice need be given; and the Court having determined that the rejections provided for herein are an appropriate exercise of the Debtors business judgment; and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Contracts listed on Exhibit 1 hereto are hereby rejected effective as of the dates set forth for such Contracts on Exhibit 1 (the Rejection Date ). 2. If any affected counterparty subject to this Order (the Rejection Claimant ) asserts a claim or claims against the Debtors arising from the rejection of the Contracts, such Rejection Claimant shall submit a proof of claim on or before the date that is 30 days after entry of this Order. If a Rejection Claimant does not timely file such proof of claim, such claimant will be forever barred from asserting a claim for such rejection damages. 3. The Debtors are authorized to take any action necessary or appropriate to implement the terms of this Order and the rejection without further order from this Court. 4. This Court shall retain exclusive jurisdiction and power to resolve any dispute arising from or related to this Order. Dated:, 2017 Wilmington, Delaware Laurie Selber Silverstein United States Bankruptcy Judge 164894.2 2
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 4 of 6 EXHIBIT 1 EXECUTORY CONTRACTS Counterparty Name and Address Centimark Roofing Company (Centimark Corporation) 12 Grandview Circle Canonsburg, PA 15317 CIT Finance, LLC 10201 Centurion Parkway, N#100 Jacksonville, FL 32556 CIT Finance, LLC 10201 Centurion Parkway, N#100 Jacksonville, FL 92556 First National Bank of Omaha Attn: Kevin Gaughan 1620 Dodge Street Omaha, NE 68197 Kutak Rock LLP Attn: Lisa M. Peters 1650 Farnam Street Omaha, NE 68102-2186 Gale Webb aka Gale Webb s Extreme Sports & Air Shows 28928 Tulita Lane Menifee, CA 92584 Title/Description of Contract Contract between Centimark Corporation and Vestis Retail Group, LLC dated August 29, 2016 Master Lease Agreement (USA) between EMC Corporation and Sport Chalet, Inc. dated September 7, 2010 Cost Per Image Rental Agreement between Eastern Mountain Sports and CIT Finance, LLC dated July 2013 Joint Marketing Agreement between Vestis Retail Group, LLC and First National Bank of Omaha dated October 23, 2015 Sponsorship Agreement 2014-2016 between Gale Webb and Sport Chalet dated April 28, 2014 Rejection Date May 10, 2017 May 10, 2017 May 10, 2017 164894.2
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 5 of 6 Counterparty Name and Address Konica Minolta Business Solutions U.S.A., Inc. 100 Williams Drive Ramsey, NJ 07446 Konica Minolta Business Solutions U.S.A., Inc. Attn: Branch General Manager 550 Marshall Phelps Road Windsor, CT 06095 Konica Minolta Business Solutions U.S.A., Inc. Attn: Wendy MacKechnie 500 Day Hill Road Windsor, CT 06092 Microsoft Corporation and its subsidiary Microsoft Licensing, GP 3460 157 th Ave. NE Redmond, WA 98052 UniFirst Corp. Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT 06615 UniFirst Corp. 295 Parker Street Indian Orchard, MA 01151 UniFirst Corp. Attn: Robert Toschev, General Manager 205 Garfield Ave. Location 069 Stratford, CT 06615 UniFirst Corp. 295 Parker Street Indian Orchard, MA 01151 Title/Description of Contract Master Lease Agreement (Contract No. 40023113) between Bob s Stores, LLC and Konica Minolta Business Solutions U.S.A., Inc. dated September 12, 2013 regarding Account Numbers 77801760 & 7780176002 Microsoft Enterprise Enrollment 69375161 Agreement between Microsoft Corporation and its subsidiary Microsoft Licensing, GP and Sport Chalet, Inc. Customer Service Agreement for rental services and mat rental between Bob s Stores, LLC and UniFirst Corp. dated November 20, 2013 Customer Service Agreement for mat rental between EMS Operating Company, LLC and UniFirst Corp. dated December 9, 2013 Rejection Date May 10, 2017 164894.2 2
Case 16-10971-LSS Doc 1312-1 Filed 05/10/17 Page 6 of 6 Counterparty Name and Address Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA 31210 Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA 31210 Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA 31210 Attn: Kathryn Nicole Skinner 1738 Bass Road Macon, GA 31210 Attn: Christine R. Etheridge WFVFS Bankruptcy PO Box 13708 Macon, GA 31208 Attn: Christine R. Etheridge WFVFS Bankruptcy PO Box 13708 Macon, GA 31208 Title/Description of Contract Capital c/o and EMS Operating Company dated November 23, 2010. Lease No. 1050264-1001874C88 Capital c/o and EMS Operating Company dated November 23, 2010. Lease No. 1050264-1001874C95 Capital c/o and EMS Operating Company dated June 5, 2013. Lease No. 1050264-1001874D54 Capital c/o and EMS Operating Company dated June 9, 2015. Lease No. 1050264-3317135 Capital c/o and Bob s Stores, LLC. Lease No. 1377509-3317142 Capital c/o and Bob s Stores, LLC dated July 14, 2011. Lease No. 1377509-350740 Rejection Date 164894.2 3