Pg 1 of 57 Brian S. Lennon Daniel I. Forman Andrew S. Mordkoff WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------------------------x In re: : Chapter 11 : Glansaol Holdings Inc., et al., 1 : Case No. 18-14102 (MEW) : Debtors. : (Jointly Administered) -------------------------------------------------------x NOTICE OF FILING OF REVISED PROPOSED ORDER: (I) SCHEDULING A COMBINED HEARING TO APPROVE ADEQUACY OF DISCLOSURE STATEMENT AND TO CONFIRM CHAPTER 11 PLAN OF LIQUIDATION; (II) ESTABLISHING DEADLINES AND PROCEDURES FOR FILING OBJECTIONS TO APPROVAL OF DISCLOSURE STATEMENT OR CONFIRMATION OF PLAN; (III) APPROVING COMBINED HEARING NOTICE; (IV) APPROVING FORM AND MANNER OF SOLICITATION PACKAGE; AND (V) GRANTING RELATED RELIEF PLEASE TAKE NOTICE that, on February 13, 2019, the above-captioned debtors and debtors in possession (collectively, the Debtors ) filed the Motion for Entry of Order: (I) Scheduling a Combined Hearing to Approve Adequacy of Disclosure Statement and to Confirm Chapter 11 Plan of Liquidation; (II) Establishing Deadlines and Procedures for Filing Objections to Approval of Disclosure Statement or Confirmation of Plan; (III) Approving 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal taxpayer identification number are as follows: Clark s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388).
Pg 2 of 57 Combined Hearing Notice; (IV) Approving Form and Manner of Solicitation Package; and (V) Granting Related Relief [Docket No. 185] (the Motion ). PLEASE TAKE FURTHER NOTICE that the Motion was originally scheduled to be heard at the omnibus hearing on February 27, 2019 at 11:00 a.m. (prevailing Eastern Time) before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Courtroom 617 at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004 (the Hearing ). The Hearing was subsequently adjourned to April 16, 2019 at 11:00 a.m. (prevailing Eastern time). PLEASE TAKE FURTHER NOTICE that on the date hereof, the Debtors filed a revised proposed order approving the Motion (the Revised Proposed Order ). The Revised Proposed Order is attached hereto as Exhibit 1. A blackline of the Revised Proposed Order, showing changes to the original proposed order filed on February 13, 2019, is attached hereto as Exhibit 2. PLEASE TAKE FURTHER NOTICE that if you wish to be heard with respect to any of the foregoing matters, you must attend the Hearing. The Hearing may be adjourned from time to time in open court or by the Debtors filing a notice with the Court. PLEASE TAKE FURTHER NOTICE that if you would like to receive copies of the Motion or the Revised Proposed Order, (a) you may access such documents online from either the Court s electronic case filing system located at www.nysb.uscourts.gov (a PACER password is required) or the website of the Debtors claims agent at https://omnimgt.com/glansaol, or (b) you may contact Ciara Copell, Esq. at Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, or by telephone at (212) 728-8000. - 2 -
Pg 3 of 57 Dated: April 10, 2019 New York, New York WILLKIE FARR & GALLAGHER LLP Counsel for the Debtors and Debtors in Possession By: /s/ Brian S. Lennon Brian S. Lennon Daniel I. Forman Andrew S. Mordkoff 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 - 3 -
Pg 4 of 57 Exhibit 1 Revised Proposed Order
Pg 5 of 57 SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re: : Chapter 11 : Glansaol Holdings Inc., et al., 1 : Case No. 18-14102 (MEW) : Debtors. : (Jointly Administered) ------------------------------------------------------x ORDER: (I) SCHEDULING A COMBINED HEARING TO APPROVE ADEQUACY OF DISCLOSURE STATEMENT AND TO CONFIRM CHAPTER 11 PLAN OF LIQUIDATION; (II) ESTABLISHING DEADLINES AND PROCEDURES FOR FILING OBJECTIONS TO APPROVAL OF DISCLOSURE STATEMENT OR CONFIRMATION OF PLAN; (III) APPROVING THE COMBINED HEARING NOTICE; (IV) APPROVING FORM AND MANNER OF SOLICITATION PACKAGE; AND (V) GRANTING RELATED RELIEF Upon consideration of the motion (the Motion ) 2 of the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) for entry of an order, pursuant to sections 105, 1125(b) and 1128 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002, 3016, 3017, 3020 and 9006(c) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule 3017-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ): (i) establishing the date of the combined hearing regarding confirmation of the Plan and approval of the Disclosure Statement (the Combined Hearing ); (ii) establishing the deadline and procedures for filing objections to approval of the Disclosure Statement and confirmation of the Plan; (iii) approving the Combined Hearing Notice; (iv) approving the form and manner of the solicitation packages to be sent to parties in interest in these cases; and (v) granting related relief; and it appearing that due and 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal taxpayer identification number are as follows: Clark s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388). 2 Capitalized terms used but not defined herein have the meanings given to them in the Motion.
Pg 6 of 57 sufficient notice of the hearing to approve the Motion has been given; and a hearing having taken place on the Motion; and after due deliberation and upon the Court s determination that the relief requested in the Motion is in the best interests of the Debtors, their estates and creditors and other parties in interest; and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Motion is granted to the extent set forth herein. 2. The Combined Hearing Notice, substantially in the form attached hereto as Exhibit A, is approved. 3. The Debtors shall mail and/or email the Combined Hearing Notice, so that such mailing commences no later than April 18, 2019 (the Solicitation Mailing Date ), to all parties receiving a Solicitation Package (as defined below), the United States Trustee, all parties that have requested notice pursuant to Bankruptcy Rule 2002 and all known holders of claims or equity interests. 4. The Debtors, no later than the Solicitation Mailing Date, shall mail and/or email to holders of claims against and interests in each of the Debtors entitled to vote on the Plan a solicitation package containing: (a) the Combined Hearing Notice; (b) copies of the Plan and the Disclosure Statement in the format selected by the Debtors in their reasonable discretion; (c) the ballot (substantially in the form attached hereto as Exhibit B) (the Ballot ), and ballot return envelope; and (d) such other information as the Court may direct or approve (collectively, the Solicitation Package ). The Solicitation Package and the manner of service of the Solicitation Package and all solicitation related materials satisfy the requirements of Bankruptcy Rule 3017(d). - 2 -
Pg 7 of 57 5. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a Solicitation Package to holders of claims not entitled to vote in these chapter 11 cases (the Non-Voting Creditors ). 6. The Non-Voting Creditor Notices, substantially in the form attached hereto as Exhibit C-1 and C-2, are approved. 7. The Debtors, no later than the Solicitation Mailing Date, shall mail and/or email the Non-Voting Creditor Notices to each applicable Non-Voting Creditor. 8. The Voting and Tabulation Procedures, substantially in the form attached hereto as Exhibit D are approved. 9. Omni Management Group ( Omni ) will inspect, monitor and supervise the Plan solicitation process, tabulate the ballots and certify to the Court the results of the balloting. 10. The Debtors are permitted to dispense with the mailing of Solicitation Packages or Non-Voting Creditor Notices to addresses and entities to which the notice of the Combined Hearing was returned by the United States Postal Service as undeliverable, unless the Debtors or Omni are provided with an accurate address at least seven (7) days prior to the Voting Deadline. 11. The Ballot as contemplated in the Motion is approved. 12. To be counted, all Ballots must be properly executed, completed and delivered to Omni according to the terms thereof so that the Ballots are received on or before May 16, 2019 at 4:00 p.m. (prevailing Eastern Time) ( the Voting Deadline ). - 3 -
Pg 8 of 57 13. April 17, 2019 is established as the voting record date for purposes of determining the creditors and interest holders of the Debtors entitled to receive a Solicitation Package or a Non-Voting Creditor Notice, and to vote on the Plan. 14. Any objections or responses to the proposed approval of the Disclosure Statement and confirmation of the Plan must be: (a) in writing; (b) state the name, address, and nature of the claim or interest of the objecting or responding party; (c) state with particularity the provision or provisions of the Disclosure Statement or Plan objected to and for any objection asserted, the legal and factual basis for such objection; (d) provide proposed language to remedy such objection, if possible; and (e) be filed, together with proof of service, with the Court, and served so that objections and responses are actually received no later than May 16, 2019 at 4:00 p.m. (prevailing Eastern Time). The Court shall consider only timely filed written objections. All objections not timely filed and served in accordance with the provisions of the Motion and this Order are hereby deemed waived. Objections to approval of the Disclosure Statement or confirmation of the Plan shall be served on the following parties: (i) counsel to the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Andrew S. Mordkoff, Esq. (amordkoff@willkie.com) and Derek M. Osei-Bonsu, Esq. (doseibonsu@willkie.com)); (ii) counsel to the Committee, Arent Fox LLP, 1301 Avenue of the Americas, 41 st Floor, New York, New York 10019 (Attn: George P. Angelich, Esq. (George.Angelich@arentfox.com) and Beth M. Brownstein, Esq. (Beth.Brownstein@arentfox.com)); (iii) counsel to the sponsor, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022 (Attn.: Jonathan S. Henes, P.C. and Matthew Fagen, Esq.); and (iv) counsel to the United States Trustee for Region 2, 201 Varick Street, Room 1006, New York, New York 10014 (Attn: Serene Nakano, Esq. and Greg Zipes, Esq.). Replies in - 4 -
Pg 9 of 57 support of the Disclosure Statement and the Plan must be filed no later than 12:00 noon (prevailing Eastern Time) on May 22, 2019. 15. The Combined Hearing shall be held before this Court commencing on May 23, 2019 at [_] (prevailing Eastern Time), or as soon thereafter as counsel can be heard, before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Courtroom 617 at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. 16. The Debtors are authorized to publish the Combined Hearing Notice once in one or all of the following publications: (a) The New York Times national edition; (b) The New York Times international edition; and (c) The Seattle Times not later than April 18, 2019. Additionally, the Debtors shall post the Combined Hearing Notice electronically at Omni s website at http://omnimgt.com/glansaol. Such publication of the Combined Hearing Notice complies with all requirements of due process and is deemed to provide sufficient notice of the approval of the Disclosure Statement, the Voting Record Date, the Voting Deadline, the Combined Hearing Objection Deadline, and the time, date and place of the Combined Hearing to persons who do not otherwise receive actual written notice by mail as provided for in this Order and such notice is approved as adequate. 17. The Combined Hearing may be adjourned from time to time without further notice to creditors and other parties in interest by an announcement of the adjourned date at the Combined Hearing of any adjournment thereof or the filing of a notice or other appropriate filing with the Court. 18. Prior to mailing the Disclosure Statement, Plan, Solicitation Packages, Combined Hearing Notice and Non-Voting Creditor Notices, the Debtors may fill in any missing - 5 -
Pg 10 of 57 dates and other information, correct any typographical errors, make the revisions to the Disclosure Statement and Plan reflected in the record of the hearing on the Motion, and make such other non-material, non-substantive changes to any such documents as the Debtors deem appropriate. 19. Notwithstanding Local Rule 3018-1, the Debtors may submit the certification of voting no later than April 20, 2019 at 4:00 p.m. (prevailing Eastern Time) absent further relief from this Court. 20. The Debtors are authorized and empowered to take such steps and expend such funds as are necessary or appropriate to implement the terms of this Order. 21. This Court shall retain the sole and exclusive jurisdiction over all matters related to or arising from the Motion or the interpretation or implementation of this Order. Dated:, 2019 New York, New York THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE - 6 -
Pg 11 of 57 Exhibit A Combined Hearing Notice
Pg 12 of 57 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re: : Chapter 11 : Glansaol Holdings Inc., et al., 1 : Case No. 18-14102 (MEW) : Debtors. : (Jointly Administered) ------------------------------------------------------x NOTICE OF: (I) COMBINED HEARING TO CONSIDER APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN, (II) DEADLINE FOR VOTING ON PLAN, AND (III) DEADLINE FOR FILING OBJECTIONS TO APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN PLEASE TAKE NOTICE OF THE FOLLOWING: 1. By order dated [ ], 2019 (the Scheduling Order ), the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) scheduled the Combined Hearing (as defined below) to approve the adequacy of the Disclosure Statement for First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as amended, modified or supplemented from time to time, the Disclosure Statement ), and confirmation of the First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as amended, modified or supplemented from time to time, the Plan ), 2 attached as Exhibit 1 to the Disclosure Statement. DEADLINE FOR VOTING ON THE PLAN 2. By the Scheduling Order, the Bankruptcy Court established [May 16], 2019 at [4:00 p.m.] (prevailing Eastern Time) (the Voting Deadline ) as the deadline by which ballots accepting or rejecting the Plan must be received. Holders of claims entitled to vote on the Plan will receive ballots for casting such votes. To be counted, original ballots must actually be received on or before the Voting Deadline by the Debtors court-approved balloting agent, by (a) electronic submission through Omni s E-Ballot platform, located at Omni s website at http://omnimgt.com/glansaolballotsubmit, or (b) first class mail, overnight mail, hand delivery, or courier, at the following address: Glansaol Holdings Inc. Balloting Agent c/o Omni Management 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal taxpayer identification number are as follows: Clark s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388). 2 All capitalized terms used but not defined herein have the meanings given them in the Plan.
Pg 13 of 57 Group, LLC, 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367. Pursuant to the Scheduling Order, ballots cast by facsimile or email will not be counted. COMBINED HEARING 3. Commencing on [May 23], 2019 at [_] (prevailing Eastern Time), or as soon thereafter as counsel may be heard, a hearing (the Combined Hearing ) will be held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Courtroom 617 at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004, to consider approval of the Disclosure Statement, confirmation of the Plan and such other and further relief as may be just or proper. The Combined Hearing may be adjourned from time to time without further notice to creditors or other parties in interest by an announcement of such an adjournment in open court at the Combined Hearing or any adjournment thereof or the filing of a notice or other appropriate filing with the Court. The Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Plan and other applicable law, without further notice, prior to or as a result of the Combined Hearing. DEADLINE FOR OBJECTIONS TO APPROVAL OF THE DISCLOSURE STATEMENT AND CONFIRMATION OF THE PLAN 4. Objections, if any, to approval of the Disclosure Statement and confirmation of the Plan, including any supporting memoranda, must be in writing, filed with the Clerk of the Bankruptcy Court, together with proof of service, at One Bowling Green, New York, New York 10004, or electronically using the Bankruptcy Court s Case Management/Electronic Case File ( CM/ECF ) System at https://ecf.nysb.uscourts.gov (a CM/ECF password is required), in each case, with a hard copy delivered to the Judge s Chambers, and must: (a) state the name and address of the objecting party and the amount of its claim or the nature of its interest in the Debtors chapter 11 cases; (b) state with particularity the provision or provisions of the Disclosure Statement or Plan objected to and for any objection asserted, the legal and factual basis for such objections; (c) provide proposed language to remedy any objection asserted, if possible; and (d) be served by hand delivery or in a manner as will cause such objection to be received on or before [May 16], 2019 at 4:00 p.m. (prevailing Eastern Time), by (i) counsel to the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019 (Attn: Andrew S. Mordkoff, Esq. (amordkoff@willkie.com) and Derek M. Osei-Bonsu, Esq. (dosei-bonsu@willkie.com)); (ii) counsel to the Committee: Arent Fox LLP, 1301 Avenue of the Americas, 41 st Floor, New York, New York 10019 (Attn: George P. Angelich, Esq. (George.Angelich@arentfox.com) and Beth M. Brownstein, Esq. (Beth.Brownstein@arentfox.com)); (iii) counsel to the Sponsor, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10012 (Attn.: Jonathan S. Henes, P.C. and Matthew Fagen, Esq.); and (iv) counsel to the United States Trustee for Region 2, 201 Varick Street, Room 1006, New York, New York 10014 (Attn: Serene Nakano, Esq. and Greg Zipes, Esq.). Any objections not filed and served as set forth above will be deemed waived. - 2 -
Pg 14 of 57 Dated: New York, New York [ ], 2019 WILLKIE FARR & GALLAGHER LLP Counsel for the Debtors and Debtors in Possession 787 Seventh Avenue New York, New York 10019 (212) 728-8000 - 3 -
Pg 15 of 57 EXHIBIT B Voting Ballot (Class 5 General Unsecured Claims)
Pg 16 of 57 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re: : Chapter 11 : Glansaol Holdings Inc., et al., 1 : Case No. 18-14102 (MEW) : Debtors. : (Jointly Administered) ------------------------------------------------------x BALLOT FOR CLASS 5 (GENERAL UNSECURED CLAIMS) FOR ACCEPTING OR REJECTING THE FIRST AMENDED JOINT LIQUIDATING PLAN OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE TO BE COUNTED, YOUR VOTE MUST BE ACTUALLY RECEIVED BY OMNI MANAGEMENT GROUP, LLC BY [MAY 16], 2019, AT [4:00] P.M. (PREVAILING EASTERN TIME). This ballot (the Ballot ) is being submitted to you by Glansaol Holdings Inc. and the other above-captioned debtors and debtors in possession (collectively, the Debtors ) to solicit your vote to accept or reject the First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code, dated April 10, 2019 (including all exhibits thereto and as may be further amended, modified or supplemented from time to time, the Plan ). 2 The Disclosure Statement for the First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code, dated April 10, 2019 (including all exhibits thereto and as may be further amended, modified or supplemented from time to time, the Disclosure Statement ), describes the Plan and provides information to assist you in deciding how to vote your Ballot. If you do not have a Disclosure Statement, you may obtain a copy free of charge on the website of the Debtors balloting agent, Omni Management Group, LLC (the Balloting Agent ), at http://omnimgt.com/glansaol. Copies of the Disclosure Statement are also available: (a) at the Office of the Clerk of the Bankruptcy Court; (b) on the Bankruptcy Court s website, http://cases.nysb.uscourts.gov (a PACER account is required); (c) upon written request to the Balloting Agent at Glansaol Holdings Inc. Balloting Agent, c/o Omni Management Group, LLC, 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal taxpayer identification number are as follows: Clark s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388). 2 Capitalized terms used in this Ballot that are not otherwise defined herein have the meanings given to them in the Plan.
Pg 17 of 57 5955 De Soto Avenue, Suite 100, Woodland Hills, CA 91367; or (d) by contacting the Balloting Agent via telephone at (888) 735-6290 or for international calls at (818) 906-8300. IMPORTANT You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Your Claim has been placed in Class 5 (General Unsecured Claims) under the Plan. If you hold Claims in more than one Class under the Plan, you will receive a ballot for each Class in which you are entitled to vote. If your Ballot is not actually received by the Balloting Agent on or before [May 16], 2019 at [4:00 p.m.] (prevailing Eastern Time), and such deadline is not extended, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote. You may return your Ballot either (a) through Omni Management s E-Ballot platform, located at http://omnimgt.com/glansaolballotsubmit, or (b) by sending it in the return envelope provided in your package to: Glansaol Holdings Inc. Balloting Agent c/o Omni Management Group, LLC 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 If you submit your vote through the E-Ballot platform, you should not return a paper ballot. 2
Pg 18 of 57 HOW TO VOTE ONLINE THROUGH OMNI MANAGEMENT S E-BALLOT PLATFORM You may return your Ballot by electronic, online transmission solely by clicking on the Submit E- Ballot section on the Balloting Agent s website for these cases, located at http://omnimgt.com/glansaolballotsubmit, and following the directions set forth on the website regarding submitting your E-Ballot as described more fully below. Please choose only ONE method of return for your Ballot. If you cast both an E-Ballot and a paper Ballot with respect to the same Claim, the paper Ballot will not be counted. 1. Please visit the Debtors voting website at http://omnimgt.com/glansaolballotsubmit. 2. Click on the E-Ballot section of the Debtors voting website. 3. Follow the directions to submit your E-Ballot. If you choose to submit your Ballot via Omni Management s E-Ballot system, you should not return a hard copy of your Ballot. E-BALLOTING IS THE SOLE MANNER IN WHICH BALLOTS MAY BE DELIVERED VIA ELECTRONIC TRANSMISSION. BALLOTS SUBMITTED BY FACSIMILE OR EMAIL WILL NOT BE COUNTED. 3
Pg 19 of 57 Item 1. Vote Amount. ACCEPTANCE OR REJECTION OF THE PLAN For purposes of voting to accept or reject the Plan, as of [April 17], 2019 (the Voting Record Date ), the undersigned (the Claimant ) was a holder of a Class 5 General Unsecured Claim in the aggregate amount set forth below. $ Item 2. Vote on Plan. CHECK ONE BOX ONLY ACCEPTS (votes FOR) the Plan. REJECTS (votes AGAINST) the Plan. Item 3. Tax Information. Under penalty of perjury, Claimant certifies that: A. Claimant s correct taxpayer identification number is: (Social Security Number) - -, (or Employer Identification Number) - ; and B. Claimant is not subject to backup withholding because (please check appropriate box): (i) Claimant is exempt from backup withholding; (ii) Claimant has not been notified by the Internal Revenue Service ( IRS ) that Claimant is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) The IRS has notified Claimant that Claimant is no longer subject to backup withholding. IMPORTANT INFORMATION REGARDING THE RELEASES Following confirmation, subject to Article XI of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation and discharge provisions set forth in Article XII of the Plan will become effective. In determining how to cast your vote on the Plan, it is important to read the provisions contained in Article XII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan which effectuates such provisions will affect you and any 4
Pg 20 of 57 Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. 3 Specifically, except as otherwise set forth in the Plan or Combined Order, the releases in Section 12.06(b) of the Plan (the Releases ) bind (a) each holder of a Claim that voted to accept the Plan, (b) each Released Party, and (c) to the fullest extent permissible under applicable law, as such law may be extended or interpreted subject to the Effective Date, (i) all holders of a Claim who vote to reject the Plan and opt in to the Releases, (ii) all holders of a Claim or Interest who are not entitled to vote to accept or reject the Plan and opt in to the Releases, or (iii) all other holders of a Claim or Interest who elect to opt in to the Releases. The Releases provide for, among other things, the following: Third Party Releases. Except as otherwise provided in the Plan or the Combined Order, on the Effective Date, each Releasing Party, 4 in consideration for the obligations of the Debtors under the Plan, the Distributions under the Plan and other contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan, will be deemed to have consented to the Plan and the restructuring and liquidation embodied herein for all purposes and deemed to forever release, waive and discharge all claims (as such term is defined in section 101(5) of the Bankruptcy Code), including but not limited to any claim sounding in law or equity or asserting a tort, breach of any duty or contract, violations of the common law, any federal or state statute, any federal or state securities laws or otherwise, demands, debts, rights, causes of action (including without 3 As used herein and in the Plan, the term Released Parties means, collectively, (a) the Debtors, (b) each of the Estates, (c) the Committee, (d) the members of the Committee, (e) the DIP Administrative Agent and the DIP Lenders, (f) the Plan Administrator, (g) the Sponsor, (h) the Prepetition Secured Lenders, (i) Wind Down Co and (j) with respect to each of the foregoing Persons in clauses (a)-(i), such Person s current and former officers, directors, principals, members, employees, agents, shareholders, advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, together with their respective predecessors, successors and assigns, in each case in their capacity as such, and only if serving in such capacity; provided, however, that such attorneys and professional advisors shall only include those that provided services related to the Chapter 11 Cases and the transactions contemplated by the Plan. 4 As used herein and in the Plan, the term Releasing Parties means, collectively, (a) the Debtors, (b) each of the Estates, (c) the Committee, (d) the members of the Committee, (e) the DIP Administrative Agent and the DIP Lenders, (f) the Plan Administrator, (g) the Sponsor, (h) the Prepetition Secured Lenders, (i) Wind Down Co, (j) with respect to each of the foregoing Persons in clauses (a)-(i), such Person s current and former officers, directors, principals, members, employees, agents, shareholders, advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, together with their respective predecessors, successors and assigns, in each case in their capacity as such, and only if serving in such capacity, (k) holders of Claims and Interests who vote to accept the Plan, (l) holders of Claims who vote to reject the Plan but who vote to opt in to the Third Party Release, and (m) all holders of Claims and Interests not described in clauses (a)-(l) who elect to opt-in to the Third Party Release; provided however, that the Debtors current director, managers and officers that are holders of Interests shall be deemed a Released Party regardless of whether such party submits a duly completed opt-in form; provided further however, that any holder of a Claim or Interest that is deemed to have granted the Third Party Release in the Combined Order shall be deemed a Releasing Party regardless of whether such holder of Claim or Interest elected to opt into the Third Party Release; provided further however, that notwithstanding anything to the contrary herein, the scope of the Releasing Parties shall be subject to the limitations set forth in Plan Section 12.06(b). 5
Pg 21 of 57 limitation, the Causes of Action) or liabilities (other than the right to enforce the obligations of any party under the Plan and the contracts, instruments, releases, agreements and documents delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such Releasing Party may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Chapter 11 Cases or as a result of the Plan being consummated, against any Released Party, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise that are based in whole or in part on any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure Statement. Entry of the Combined Order shall constitute the Bankruptcy Court s approval, pursuant to Bankruptcy Rule 9019, of the releases of holders of Claims and Interests, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court s finding that the releases herein are (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims herein; (3) in the best interests of the Debtors and all holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made after notice and opportunity for hearing; and (6) a bar to any holder of a Claim or Interest asserting any Claim released by the releases herein against any of the Released Parties. While the Debtors are seeking the consensual release of Claims and Interests against the Released Parties, to the extent that such consensual releases are not granted by the holders of Claims and Interests, the Debtors reserve the right to seek approval from the Bankruptcy Court to grant the Third Party Releases on a non-consensual basis, regardless of the percentage of holders of Claims and Interests who consensually release their claims against the Released Parties. Item 4. Opt-IN Election (for holders of Class 5 General Unsecured Claims that vote to REJECT the Plan only) If you did not vote to accept the Plan in Item 2, either because you abstained from voting on the Plan or voted to reject the Plan, you are still entitled to opt into the releases set forth in Section 12.06(b) of the Plan by making such election below. DO NOT COMPLETE THE FOLLOWING ELECTION IF YOU VOTED TO ACCEPT THE PLAN IN ITEM 2. PURSUANT TO THE TERMS OF THE PLAN, IF YOU VOTE TO ACCEPT THE PLAN YOU WILL BE DEEMED TO HAVE CONSENTED TO THE RELEASES SET FORTH IN SECTION 12.06(b) OF THE PLAN. The undersigned elects to grant (OPTS IN TO) the Releases set forth in Section 12.06(b) of the Plan. Item 5. Certification. By signing this Ballot, the undersigned Claimant hereby certifies that: (a) on the Voting Record Date, it was the holder of the Class 5 General Unsecured Claim to which this Ballot pertains (or an authorized signatory for such holder); (b) it has full power and authority to 6
Pg 22 of 57 vote to accept or reject the Plan; and (c) it had received a copy of the Disclosure Statement (including all exhibits thereto) and other solicitation materials. The undersigned understands that an otherwise properly completed, executed and timely-returned Ballot that does not indicate either acceptance or rejection of the Plan or indicates both acceptance and rejection of the Plan will not be counted. By signing this Ballot, the undersigned is also certifying that its vote on the Plan is subject to all the terms and conditions set forth in the Plan and the Disclosure Statement. Name of Claimant: Signature: Name (if different from Claimant): Title (if corporation or partnership): Address: Dated: Email: PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED IN THIS BALLOT. PLEASE READ AND FOLLOW THE INSTRUCTIONS SET FORTH BELOW CAREFULLY. PLEASE (A) SUBMIT YOUR BALLOT ELECTRONICALLY THROUGH THE BALLOTING AGENT S E-BALLOT PLATFORM, LOCATED AT HTTP://OMNIMGT.COM/GLANSAOLBALLOTSUBMIT OR (B) COMPLETE, SIGN AND DATE THIS BALLOT AND RETURN IT BY MAIL, HAND DELIVERY OR OVERNIGHT COURIER SO THAT IT IS RECEIVED BY THE BALLOTING AGENT BY [May 16], 2019, AT [4:00 P.M.] (PREVAILING EASTERN TIME). 7
Pg 23 of 57 VOTING INSTRUCTIONS 1. In order for your vote to count, you must: (i) (ii) In the boxes provided in Item 2 of the Ballot, indicate either acceptance or rejection of the Plan by checking the appropriate box; and Review and sign the certifications in Item 5 of the Ballot. Please be sure to sign and date your Ballot. Your original signature is required in order for your vote to be counted. If you are completing the Ballot on behalf of an entity, indicate your relationship with such entity and the capacity in which you are signing, and if requested, provide proof of your authorization to so sign. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached to the Ballot. 2. To facilitate distributions under the Plan (to the extent that the Plan is confirmed and consummated), please complete Item 3, which requests certain tax information that is necessary to make distributions to holders of Claims. 3. If you voted to reject the Plan in Item 2, review the opt-in election disclosure in Item 4 of the Ballot, and determine whether you will check the box to opt-in to the Plan s release provisions by checking the box in Item 4. 4. To have your vote counted, you must (a) submit your ballot electronically through the Balloting Agent s E-Ballot platform, located at http://omnimgt.com/glansaolballotsubmit, or (b) complete, sign and return this Ballot so that it is actually received by the Balloting Agent not later than [4:00 p.m.] (prevailing Eastern Time) on [May 16], 2019. A PREPAID ENVELOPE ADDRESSED TO THE BALLOTING AGENT IS ENCLOSED FOR YOUR CONVENIENCE. Return the completed Ballot to: Glansaol Holdings Inc. Balloting Agent c/o Omni Management Group, LLC 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 5. DO NOT SUBMIT YOUR BALLOT BY FAX OR EMAIL. A ballot submitted by facsimile or email will not be counted. 6. A properly completed, executed and timely-returned Ballot that either (a) indicates both an acceptance and rejection of the Plan or (b) fails to indicate either an acceptance or rejection of the Plan will not be counted. 8
Pg 24 of 57 7. You must vote all your Claims within a single Class under the Plan either to accept or reject the Plan. Accordingly, a Ballot (or multiple Ballots with respect to multiple Claims within a single Class) that partially rejects and partially accepts the Plan will not be counted. 8. If you cast more than one Ballot voting the same Claim prior to the Voting Deadline, the last valid Ballot timely received shall be deemed to reflect the voter s intent and shall supersede and revoke any earlier received Ballot. If you simultaneously cast inconsistent duplicate Ballots with respect to the same Claim, such Ballots shall not be counted. 9. Any Ballot that is illegible or that contains insufficient information to permit the identification of the claimant will not be counted. 10. This Ballot does not constitute, and shall not be deemed to be, a proof of claim or equity interest or an assertion or admission of a Claim or an Interest. 11. Subject to the requirements of, and compliance with, Bankruptcy Rule 3018, if you have delivered a valid Ballot for the acceptance or rejection of the Plan, you may withdraw such acceptance or rejection by delivering a written notice of withdrawal to the Balloting Agent at any time prior to the Voting Deadline. A notice of withdrawal, to be valid, must (i) describe the Claim, (ii) be signed by the creditor in the same manner as the Ballot was originally signed and (iii) be received by the Balloting Agent on or before the Voting Deadline. The Debtors reserve the absolute right to contest the validity of any such withdrawals of Ballots. 12. It is important that you vote. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the holders of at least two-thirds in amount and one-half in number of the Claims in each impaired Class who vote on the Plan and if the Plan otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. The votes of Claims actually voted in your Class will bind both those who vote and those who do not vote. If the requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if it finds that the Plan: (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes voting to reject the Plan; and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code. 13. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER SOLICITATION MATERIALS APPROVED BY THE BANKRUPTCY COURT, INCLUDING, WITHOUT LIMITATION, THE DISCLOSURE STATEMENT. 14. PLEASE RETURN YOUR BALLOT PROMPTLY. 9
Pg 25 of 57 IF YOU HAVE ANY QUESTIONS REGARDING THE BALLOT OR THE PROCEDURES GENERALLY, OR IF YOU NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT THE BALLOTING AGENT BY TELEPHONE AT (888) 735-6290 OR FOR INTERNATIONAL CALLS AT (818) 906-8300. THE BALLOTING AGENT IS NOT AUTHORIZED TO PROVIDE LEGAL ADVICE. 10
Pg 26 of 57 EXHIBIT C-1 Non-Voting Creditor Notice (Presumed to Accept)
Pg 27 of 57 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re: : Chapter 11 : Glansaol Holdings Inc., et al., 1 : Case No. 18-14102 (MEW) : Debtors. : (Jointly Administered) ------------------------------------------------------x NOTICE OF: (I) COMBINED HEARING TO CONSIDER APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN, (II) DEADLINE FOR VOTING ON PLAN, AND (III) DEADLINE FOR FILING OBJECTIONS TO APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN TO: HOLDERS OF CLAIMS IN CLASS 1 (PREPETITION SECURED LENDER CLAIMS), CLASS 2 (OTHER SECURED CLAIMS) AND CLASS 3 (PRIORITY NON-TAX CLAIMS) PLEASE TAKE NOTICE OF THE FOLLOWING: 1. By order dated April [_], 2019 (the Scheduling Order ), the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) scheduled the Combined Hearing (as defined below) to approve the adequacy of the Disclosure Statement for the First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as amended, modified or supplemented from time to time, the Disclosure Statement ), and confirmation of the First Amended Joint Liquidating Plan of the Debtors Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as amended, modified or supplemented from time to time, the Plan ), 2 attached as Exhibit 1 to the Disclosure Statement. COMBINED HEARING 2. Commencing on [May 23], 2019, at [_] (prevailing Eastern Time), or as soon thereafter as counsel may be heard, a hearing (the Combined Hearing ) will be held before the Honorable Michael E. Wiles, United States Bankruptcy Judge, in Courtroom 617 at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004 to consider approval of the Disclosure Statement and confirmation of the Plan. 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal taxpayer identification number are as follows: Clark s Botanicals, Inc. (0754); Glansaol Holdings Inc. (9485); Glansaol LLC (2012); Glansaol Management LLC (6879); Julep Beauty, Inc. (7984); Laura Geller Beauty, LLC (1706); Laura Geller Brands, LLC (7428); and Laura Geller Holdings, LLC (7388). 2 All capitalized terms used but not defined herein have the meanings given them in the Plan.
Pg 28 of 57 The Combined Hearing may be adjourned from time to time without further notice to creditors or other parties in interest, by an announcement of such an adjournment in open court at the Combined Hearing or any adjournment thereof or an appropriate filing with the Bankruptcy Court. The Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Plan and other applicable law, without further notice, prior to, or as a result of, the Combined Hearing. ENTITLEMENT TO VOTE ON THE PLAN 3. In accordance with the terms of the Plan and the Bankruptcy Code, only holders of claims against the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) that are impaired by the Plan are entitled to vote on the Plan. However, holders of claims that are unimpaired by the Plan are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and are not entitled to vote on acceptance or rejection of the Plan. 4. You are receiving this Notice of Non-Voting Status and release form ( Opt-In Form ) because you have been identified as a holder of a claim that is unimpaired. Therefore, you are presumed to accept the Plan and are not entitled to vote on the Plan. IMPORTANT INFORMATION REGARDING THE RELEASES 6. Following confirmation, subject to Article XI of the Plan, the Plan will be substantially consummated on the Effective Date. Among other things, effective as of the Confirmation Date but subject to the occurrence of the Effective Date, certain release, injunction, exculpation and discharge provisions set forth in Article XII of the Plan will become effective. It is important to read the provisions contained in Article XII of the Plan very carefully so that you understand how confirmation and substantial consummation of the Plan which effectuates such provisions will affect you and any Claim(s) you may hold against the Debtors and/or certain other Released Parties specified in the Plan. 3 7. Specifically, except as otherwise set forth in the Plan or Combined Order, the releases in Section 12.06(b) of the Plan (the Releases ) bind (a) each holder of a Claim or Interest that voted to accept the Plan, (b) each Released Party, and (c) to the fullest extent permissible under applicable law, as such law may be extended or interpreted subject to the Effective Date, (i) all holders of a Claim or Interest who vote to reject the Plan and opt in to the Releases, (ii) all holders of a Claim or Interest who are not entitled to vote to accept or reject the Plan and opt in to the Releases, or (iii) all other holders of a Claim or Interest 3 As used herein and in the Plan, the term Released Parties means, collectively, (a) the Debtors, (b) each of the Estates, (c) the Committee, (d) the members of the Committee, (e) the DIP Administrative Agent and the DIP Lenders, (f) the Plan Administrator, (g) the Sponsor, (h) the Prepetition Secured Lenders, (i) Wind Down Co and (j) with respect to each of the foregoing Persons in clauses (a)-(i), such Person s current and former officers, directors, principals, members, employees, agents, shareholders, advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, together with their respective predecessors, successors and assigns, in each case in their capacity as such, and only if serving in such capacity; provided, however, that such attorneys and professional advisors shall only include those that provided services related to the Chapter 11 Cases and the transactions contemplated by the Plan. 2
Pg 29 of 57 who elect to opt in to the Releases. The Releases provide for, among other things, the following: Third Party Releases. Except as otherwise provided in the Plan or the Combined Order, on the Effective Date, each Releasing Party, 4 in consideration for the obligations of the Debtors under the Plan, the Distributions under the Plan and other contracts, instruments, releases, agreements or documents executed and delivered in connection with the Plan, will be deemed to have consented to the Plan and the restructuring and liquidation embodied herein for all purposes and deemed to forever release, waive and discharge all claims (as such term is defined in section 101(5) of the Bankruptcy Code), including but not limited to any claim sounding in law or equity or asserting a tort, breach of any duty or contract, violations of the common law, any federal or state statute, any federal or state securities laws or otherwise, demands, debts, rights, causes of action (including without limitation, the Causes of Action) or liabilities (other than the right to enforce the obligations of any party under the Plan and the contracts, instruments, releases, agreements and documents delivered under or in connection with the Plan), including, without limitation, any claims for any such loss such Releasing Party may suffer, have suffered or be alleged to suffer as a result of the Debtors commencing the Chapter 11 Cases or as a result of the Plan being consummated, against any Released Party, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise that are based in whole or in part on any act or omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 11 Cases, the Plan or the Disclosure Statement. Entry of the Combined Order shall constitute the Bankruptcy Court s approval, pursuant to Bankruptcy Rule 9019, of the releases of holders of Claims and Interests, which includes by reference each of the related provisions and definitions contained herein, and further, shall constitute the Bankruptcy Court s finding that the releases herein are (1) in exchange for the good and valuable consideration provided by the Released Parties; (2) a good faith settlement and compromise of the claims herein; (3) in the best interests of the Debtors and all holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made 4 As used herein and in the Plan, the term Releasing Parties means, collectively, (a) the Debtors, (b) each of the Estates, (c) the Committee, (d) the members of the Committee, (e) the DIP Administrative Agent and the DIP Lenders, (f) the Plan Administrator, (g) the Sponsor, (h) the Prepetition Secured Lenders, (i) Wind Down Co, (j) with respect to each of the foregoing Persons in clauses (a)-(i), such Person s current and former officers, directors, principals, members, employees, agents, shareholders, advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, together with their respective predecessors, successors and assigns, in each case in their capacity as such, and only if serving in such capacity, (k) holders of Claims and Interests who vote to accept the Plan, (l) holders of Claims who vote to reject the Plan but who vote to opt in to the Third Party Release, and (m) all holders of Claims and Interests not described in clauses (a)-(l) who elect to opt-in to the Third Party Release; provided however, that the Debtors current director, managers and officers that are holders of Interests shall be deemed a Released Party regardless of whether such party submits a duly completed opt-in form; provided further however, that any holder of a Claim or Interest that is deemed to have granted the Third Party Release in the Combined Order shall be deemed a Releasing Party regardless of whether such holder of Claim or Interest elected to opt into the Third Party Release; provided further however, that notwithstanding anything to the contrary herein, the scope of the Releasing Parties shall be subject to the limitations set forth in Plan Section 12.06(b). 3