Case 18-11780-BLS Doc 560 Filed 10/15/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: BROOKSTONE HOLDINGS CORP., et al., 1 Debtors. Chapter 11 Case No. 18-11780 (BLS) (Jointly Administered) Docket Ref. No. 458 CERTIFICATION OF COUNSEL REGARDING REVISED ORDER, PURSUANT TO SECTIONS 105(a) AND 365(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO SEPTEMBER 30, 2018, AND (B) ABANDON ANY REMAINING PROPERTY LOCATED IN THE STORES COVERED BY SUCH REJECTED LEASES The undersigned hereby certifies as follows: 1. On September 28, 2018, Brookstone Holdings Corp. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) filed the Debtors First (1st) Omnibus Motion for Entry of an Order, Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code, Authorizing the Debtors to (A) Reject Certain Unexpired Leases Nunc Pro Tunc to September 30, 2018, and (B) Abandon Any Remaining Property Located in the Stores Covered by Such Rejected Leases [Docket No. 458] (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Court ). The deadline to file objections or respond to the Motion was established as October 12, 2018 at 4:00 p.m. (ET) (the Objection Deadline ). 2. Prior to the Objection Deadline, the Debtors received informal comments regarding the proposed form of order (the Proposed Order ) attached to the Motion from the 01:23740532.1 1 The Debtors, along with the last four digits of each Debtor s tax identification number, are: Brookstone Holdings Corp. (4638), Brookstone, Inc. (2895), Brookstone Company, Inc. (3478), Brookstone Retail Puerto Rico, Inc. (5552), Brookstone International Holdings, Inc. (8382), Brookstone Purchasing, Inc. (2514), Brookstone Stores, Inc. (2513), Big Blue Audio LLC (N/A), Brookstone Holdings, Inc. (2515), and Brookstone Properties, Inc. (2517). The Debtors corporate headquarters and the mailing address for each Debtor is One Innovation Way, Merrimack, NH 03054.
Case 18-11780-BLS Doc 560 Filed 10/15/18 Page 2 of 3 following landlords: (i) Brookfield Property REIT, Inc.; (ii) Jones Lang LaSalle Americas, Inc.; (iii) QIC Properties US, Inc.; and (iv) Turnberry Associates (collectively, the Responding Parties ). No formal or informal objections to the Motion were received prior to the Objection Deadline other than those described herein. 3. Following discussions with the Responding Parties, the Debtors have agreed to a revised form of order (the Revised Order ), a copy of which is attached hereto as Exhibit A, resolving the Responding Parties informal comments. 4. For the convenience of the Court and other interested parties, a blackline comparing the Revised Order against the Proposed Order is attached hereto as Exhibit B. [Remainder of Page Intentionally Left Blank] 01:23740532.1 2
Case 18-11780-BLS Doc 560 Filed 10/15/18 Page 3 of 3 WHEREFORE, as the Debtors did not receive any objections or responses other than those described herein, and the Debtors have resolved the informal comments received from the Responding Parties, the Debtors respectfully request that the Court enter the Revised Order without further notice or hearing at the Court s earliest convenience. Dated: Wilmington, Delaware October 15, 2018 /s/ Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP Michael R. Nestor (No. 3526) Sean M. Beach (No. 4070) Andrew L. Magaziner (No. 5426) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com sbeach@ycst.com amagaziner@ycst.com -and- GIBSON, DUNN & CRUTCHER LLP Matthew J. Williams David M. Feldman Matthew K. Kelsey Keith R. Martorana Jason Zachary Goldstein 200 Park Avenue New York, New York 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: mjwilliams@gibsondunn.com dfeldman@gibsondunn.com mkelsey@gibsondunn.com kmartorana@gibsondunn.com jgoldstein@gibsondunn.com Counsel to the Debtors and Debtors in Possession 01:23740532.1 3
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 1 of 8 EXHIBIT A Revised Order 01:23740532.1
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: BROOKSTONE HOLDINGS CORP., et al., 1 Debtors. Chapter 11 Case No. 18-11780 (BLS) Jointly Administered Ref. Docket Nos. 458 & ORDER, PURSUANT TO SECTIONS 105(a) AND 365(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO SEPTEMBER 30, 2018, AND (B) ABANDON ANY REMAINING PROPERTY LOCATED IN THE STORES COVERED BY SUCH REJECTED LEASES Upon consideration of the motion (the Motion ) 2 of the Debtors for the entry of an order, pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, authorizing the Debtors to reject the Rejected Leases set forth on Schedule 1 hereto effective as of September 30, 2018 (the Rejection Effective Date ); and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference dated February 29, 2012, from the United States District Court for the District of Delaware; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding and the Motion is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested in the Motion and provided for herein is an appropriate exercise of the Debtors business judgment; and it appearing that notice of the Motion was 01:23737398.2 1 The Debtors, along with the last four digits of each Debtor s tax identification number, are: Brookstone Holdings Corp. (4638), Brookstone, Inc. (2895), Brookstone Company, Inc. (3478), Brookstone Retail Puerto Rico, Inc. (5552), Brookstone International Holdings, Inc. (8382), Brookstone Purchasing, Inc. (2514), Brookstone Stores, Inc. (2513), Big Blue Audio LLC (N/A), Brookstone Holdings, Inc. (2515), and Brookstone Properties, Inc. (2517). The Debtors corporate headquarters and the mailing address for each Debtor is One Innovation Way, Merrimack, NH 03054. 2 Capitalized terms used herein, but not otherwise defined, have the meanings given to them in the Motion.
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 3 of 8 adequate and proper under the circumstances and that no further or other notice need be given; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006, the Rejected Leases are hereby rejected by the Debtors, with such rejection being effective as of the Rejection Effective Date, September 30, 2018. 3. The Debtors are authorized to abandon any personal property, including but not limited to furniture, fixtures, equipment and unsold inventory (the Remaining Property ) located at applicable stores and storage units free and clear of all liens, claims, encumbrances, interests and rights of third parties. Once such property is abandoned, the Landlords are authorized to dispose of the Remaining Property, without further notice and without any liability to any individual or entity that may claim an interest in such Remaining Property, and such abandonment shall be without prejudice to the Landlords right to assert any claim based on such abandonment, and without prejudice to the Debtors and to any other party in interest s right to object to such claims. The automatic stay is modified to the extent necessary to allow such dispositions. 4. Any person or entity that holds a claim that arises from rejection of the Rejected Leases must file a proof of claim based on such rejection by the last date and time for each person or entity to file proofs of claim based on prepetition claims against any of the Debtors as set by further order of this Court. 5. Nothing in this Order shall impair, prejudice, waive, or otherwise affect any rights of the Debtors or their estates to assert that any claims for damages arising from the 01:23737398.2 2
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 4 of 8 Debtors rejection of the Rejected Leases are limited to any remedies available under any applicable termination provisions thereof, or that any such claims are obligations of a third party, and not those of the Debtors or their estates. 6. The rights of the Debtors and their estates to assert that the Rejected Leases expired by their own terms or were terminated prior to the date hereof are fully preserved, and the Debtors and their estates do not waive any claims that they may have against the counterparties to the Rejected Leases, whether or not such claims arise under, are related to the rejection of, or are independent of the Rejected Leases. 7. This Order is immediately effective and enforceable, notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or otherwise. 8. The requirements in Bankruptcy Rule 6006 are satisfied. 9. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated:, 2018 Wilmington, Delaware BRENDAN LINEHAN SHANNON UNITED STATES BANKRUPTCY JUDGE 01:23737398.2 3
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 5 of 8 SCHEDULE 1 REJECTED LEASES Store Name/Location Store Number King of Prussia 10 King of Prussia - Storage Unit Space SC-205B 10 The Mall in Columbia 11 Fair Oaks 16 The Mall at Short Hills 21 The Mall at Short Hills - Storage Unit 21 NorthPark Center 24 South Coast Plaza 25 Beverly Center 26 Beverly Center - Storage Unit Space 507 26 Paramus Park Shopping Center 27 Crystal Mall 28 Crabtree Valley 36 Del Amo Fashion Center 40 The Galleria at Fort Lauderdale 55 The Shops at La Cantera 58 Westfield North County 60 Houston Galleria II 65 Pheasant Lane 68 Westfield Valley Fair 69 Palm Desert Town Center 70 Stoneridge 72 The Town Cener at Boca Raton 74 Princeton Marketfair 80 01:23737398.2
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 6 of 8 Store Name/Location Store Number Stonestown Galleria 86 Settler's Green 87 The Gardens 94 The Gardens - Storage Unit P209f 94 Westfield Santa Anita 97 The Maine Mall 98 Cherry Creek 105 Towson Town Center 107 Menlo Park Mall 108 Mall of America 110 Burlington Mall 111 South Shore Plaza 113 Tyson's Corner 116 Brea Mall 123 Hillsdale Shopping Center 136 Hillsdale Shopping Center - Storage Unit 136 Sunvalley Shopping Center 140 Walt Whitman Shops 144 Natick Mall 148 Natick Mall - Storage Unit Space S12 148 The Avenues 149 West Town Mall 160 The Westchester 162 Roosevelt Field Mall 163 Christiana Mall 166 01:23737398.2 2
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 7 of 8 Store Name/Location Store Number Circle Centre Mall 167 Circle Centre Mall - Storage Unit 167 Seminole Towne Center 169 Arden Fair 171 Aventura Mall 173 Lenox Square 174 Galleria Dallas 180 Park Meadows 181 Florida Mall 182 Florida Mall - Storage Unit 182 Smith Haven Mall 184 Penn Square Mall 185 Hanes Mall 187 West County Center 214 Fashion Show Center 216 Somerset Collection 221 Macarthur 223 Dulles Town Center 225 Towne East Square 227 Plaza Las Americas 233 Stonebriar Centre 244 Westfield Galleria At Roseville 245 Woodland, SL 248 Woodland, SL - Storage Unit #106D 248 Third Street Promenade 249 01:23737398.2 3
Case 18-11780-BLS Doc 560-1 Filed 10/15/18 Page 8 of 8 Store Name/Location Store Number Danbury Fair Mall 254 Coronado Center 255 Rockaway Townsquare 258 Fashion Valley Mall 260 Palisades Center 261 Mall of Louisiana 262 Oak Park Mall 265 Twelve Oaks Mall 266 Irvine Spectrum Center 270 Santa Rosa Plaza 275 International Plaza 287 The Shops at Willow Bend 288 Mohegan Sun 291 Mohegan Sun - Storage Unit 291 Oakridge Mall 313 Scottsdale Fashion Square 314 Coconut Point Town Center 320 Parkway Place 327 Southdale 330 Southdale - Storage Unit 330 Victoria Gardens 332 Treasure Coast Square 333 Branson Landing 338 Baybrook Mall 351 International Market Place 353 01:23737398.2 4
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 1 of 8 EXHIBIT B Blackline 01:23740532.1
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BROOKSTONE HOLDINGS CORP., et al., 1 Case No. 18-11780 (BLS) Debtors. Jointly Administered Ref. Docket NoNos. 458 & ORDER, PURSUANT TO SECTIONS 105(a) AND 365(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES NUNC PRO TUNC TO SEPTEMBER 30, 2018, AND (B) ABANDON ANY REMAINING PROPERTY LOCATED IN THE STORES COVERED BY SUCH REJECTED LEASES Upon consideration of the motion (the Motion ) 2 of the Debtors for the entry of an order, pursuant to sections 105(a) and 365(a) of the Bankruptcy Code, authorizing the Debtors to reject the Rejected Leases set forth on Schedule 1 hereto effective as of September 30, 2018 (the Rejection Effective Date ); and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference dated February 29, 2012, from the United States District Court for the District of Delaware; and it appearing that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding and the Motion is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested in the Motion and provided for herein is an appropriate 01:23737398.123 737398.2 1 The Debtors, along with the last four digits of each Debtor s tax identification number, are: Brookstone Holdings Corp. (4638), Brookstone, Inc. (2895), Brookstone Company, Inc. (3478), Brookstone Retail Puerto Rico, Inc. (5552), Brookstone International Holdings, Inc. (8382), Brookstone Purchasing, Inc. (2514), Brookstone Stores, Inc. (2513), Big Blue Audio LLC (N/A), Brookstone Holdings, Inc. (2515), and Brookstone Properties, Inc. (2517). The Debtors corporate headquarters and the mailing address for each Debtor is One Innovation Way, Merrimack, NH 03054. 2 Capitalized terms used herein, but not otherwise defined, have the meanings given to them in the Motion.
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 3 of 8 exercise of the Debtors business judgment; and it appearing that notice of the Motion was adequate and proper under the circumstances and that no further or other notice need be given; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED as set forth herein. Pursuant to sections 105(a) and 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006, the Rejected Leases are hereby rejected by the Debtors, with such rejection being effective as of the Rejection Effective Date, September 30, 2018. 3. The Debtors are authorized to abandon any personal property, including but not limited to furniture, fixtures, equipment and unsold inventory (the Remaining Property ) located at applicable stores and storage units free and clear of all liens, claims, encumbrances, interests and rights of third parties. Once such property is abandoned, the Landlords are authorized to dispose of the Remaining Property, without further notice and without any liability to any individual or entity that may claim an interest in such Remaining Property, and such abandonment shall be without prejudice to the Landlords right to assert any claim based on such abandonment, and without prejudice to the Debtors and to any other party in interest s right to object theretoto such claims. The automatic stay is modified to the extent necessary to allow such dispositions. 4. Any person or entity that holds a claim that arises from rejection of the Rejected Leases must file a proof of claim based on such rejection by the last date and time for each person or entity to file proofs of claim based on prepetition claims against any of the Debtors as set by further order of this Court. 01:23737398.123 737398.2 2
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 4 of 8 5. Nothing in this Order shall impair, prejudice, waive, or otherwise affect any rights of the Debtors or their estates to assert that any claims for damages arising from the Debtors rejection of the Rejected Leases are limited to any remedies available under any applicable termination provisions thereof, or that any such claims are obligations of a third party, and not those of the Debtors or their estates. 6. The rights of the Debtors and their estates to assert that the Rejected Leases expired by their own terms or were terminated prior to the date hereof are fully preserved, and the Debtors and their estates do not waive any claims that they may have against the counterparties to the Rejected Leases, whether or not such claims arise under, are related to the rejection of, or are independent of the Rejected Leases. 7. This Order is immediately effective and enforceable, notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or otherwise. 8. 9. The requirements in Bankruptcy Rule 6006 are satisfied. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated:, 2018 Wilmington, Delaware BRENDAN LINEHAN SHANNON UNITED STATES BANKRUPTCY JUDGE 01:23737398.123 737398.2 3
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 5 of 8 SCHEDULE 1 REJECTED LEASES Store Name/Location Store Number King of Prussia 10 King of Prussia - Storage Unit Space SC-205B 10 The Mall in Columbia 11 Fair Oaks 16 The Mall at Short Hills 21 The Mall at Short Hills - Storage Unit 21 NorthPark Center 24 South Coast Plaza 25 Beverly Center 26 Beverly Center - Storage Unit Space 507 26 Paramus Park Shopping Center 27 Crystal Mall 28 Crabtree Valley 36 Del Amo Fashion Center 40 The Galleria at Fort Lauderdale 55 The Shops at La Cantera 58 Westfield North County 60 Houston Galleria II 65 Pheasant Lane 68 Westfield Valley Fair 69 Palm Desert Town Center 70 Stoneridge 72 The Town Cener at Boca Raton 74 Princeton Marketfair 80 01:23737398.123 737398.2 Stonestown Galleria 86
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 6 of 8 Store Name/Location Store Number Settler's Green 87 The Gardens 94 The Gardens - Storage Unit P209f 94 Westfield Santa Anita 97 The Maine Mall 98 Cherry Creek 105 Towson Town Center 107 Menlo Park Mall 108 Mall of America 110 Burlington Mall 111 South Shore Plaza 113 Tyson's Corner 116 Brea Mall 123 Hillsdale Shopping Center 136 Hillsdale Shopping Center - Storage Unit 136 Sunvalley Shopping Center 140 Walt Whitman Shops 144 Natick Mall 148 Natick Mall - Storage Unit Space S12 148 The Avenues 149 West Town Mall 160 The Westchester 162 Roosevelt Field Mall 163 Christiana Mall 166 Circle Centre Mall 167 01:23737398.123 737398.2 2
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 7 of 8 Store Name/Location Store Number Circle Centre Mall - Storage Unit 167 Seminole Towne Center 169 Arden Fair 171 Aventura Mall 173 Lenox Square 174 Galleria Dallas 180 Park Meadows 181 Florida Mall 182 Florida Mall - Storage Unit 182 Smith Haven Mall 184 Penn Square Mall 185 Hanes Mall 187 West County Center 214 Fashion Show Center 216 Somerset Collection 221 Macarthur 223 Dulles Town Center 225 Towne East Square 227 Plaza Las Americas 233 Stonebriar Centre 244 Westfield Galleria At Roseville 245 Woodland, SL 248 Woodland, SL - Storage Unit #106D 248 Third Street Promenade 249 Danbury Fair Mall 254 01:23737398.123 737398.2 3
Case 18-11780-BLS Doc 560-2 Filed 10/15/18 Page 8 of 8 Store Name/Location Store Number Coronado Center 255 Rockaway Townsquare 258 Fashion Valley Mall 260 Palisades Center 261 Mall of Louisiana 262 Oak Park Mall 265 Twelve Oaks Mall 266 Irvine Spectrum Center 270 Santa Rosa Plaza 275 International Plaza 287 The Shops at Willow Bend 288 Mohegan Sun 291 Mohegan Sun - Storage Unit 291 Oakridge Mall 313 Scottsdale Fashion Square 314 Coconut Point Town Center 320 Parkway Place 327 Southdale 330 Southdale - Storage Unit 330 Victoria Gardens 332 Treasure Coast Square 333 Branson Landing 338 Baybrook Mall 351 International Market Place 353 01:23737398.123 737398.2 4