The relief described hereinbelow is SO ORDERED. Signed January 11, 2018. Ronald B. King Chief United States Bankruptcy Judge IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No. 18-50049-rbk-11 ORDER AUTHORIZING DEBTOR TO (I) PAY CERTAIN PREPETITION (A) EMPLOYEE WAGES, OTHER COMPENSATION AND REIMBURSABLE EMPLOYEE EXPENSES AND (B) INDEPENDENT CONTRACTOR OBLIGATIONS; AND (II) CONTINUE EMPLOYEE BENEFITS PROGRAMS Upon Debtor s Emergency Motion for an Order Authorizing the Debtor to (I) Pay Certain Prepetition (A) Employee Wages, Other Compensation and Reimbursable Employee Expenses and (B) Independent Contractor Obligations; and (II) Continue Employee Benefits Programs (the Motion ) 1 filed by A GACI, L.L.C. ( A GACI or the Debtor ); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having 1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.
found that this 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 the Court having found that venue of this proceeding and the Motion in the Court is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interest of the Debtor s estate, its creditors, and other parties-in-interest; and the Court having found that the Debtor s notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and the Court having reviewed and considered the Motion and the First Day Declaration, and the Court having heard the statements in support of the relief requested in the Motion at the hearing before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefore, it is HEREBY ORDERED: 1. The Motion is GRANTED as set forth herein. 2. Subject to the requirements of Bankruptcy Code 507(a)(4) and (a)(5), the Debtor is authorized, but not directed, to pay and remit in accordance with the Debtor s prepetition policies and programs, prepetition Employee Obligations and all costs incident to the foregoing in accordance with the Debtor s customary policies, including, but not limited to (i) the Unpaid Wage Obligations (including Unpaid Wage Obligations owed to Terminated Employees); (ii) the Unpaid Payroll Software Fees; (iii) the Unpaid Independent Contractor Compensation; (iv) the Reimbursable Expenses; (v) the A GACI Credit Cards, but only to the extent the Debtor s Employees or Independent Contractors are personally liable for such amounts, if any; (vi) the Payroll Taxes and Deductions; (vii) the Unpaid Payroll Tax 1
Processing Fees; and (viii) the Employee Benefits and fees related thereto in the ordinary course of business as they come due. 3. The Debtor is authorized, but not required, to maintain and continue to honor on a postpetition basis its practices, programs, and policies in place for the benefit of its Employees as were in effect as of the Petition Date, as such may be modified, amended, or supplemented from time to time in the ordinary course of business. Nothing in this Order is intended to grant the Debtor authority to make payments pursuant to an employee retention plan, severance plan, or other related payments under Bankruptcy Code 503(c). 4. The Debtor is authorized, but not directed, to pay all post-petition costs and expenses incidental to payment of the Employee Obligations and Employee Benefits described in paragraphs 2 and 3 herein, including all administrative and processing costs. 5. Notwithstanding the relief granted herein and any actions taken hereunder, nothing contained in this Order or any payment made pursuant to this Order shall constitute, nor is it intended to constitute, an admission as to the validity or priority of any claim against the Debtor, a waiver of the Debtor s rights to subsequently dispute such claim or the assumption or adoption of any agreement, contract or lease under Bankruptcy Code 365. 6. The banks and financial institutions on which checks were drawn (or were to be drawn) or electronic payment requests were made (or were to be made) in payment of the prepetition obligations approved herein are authorized to receive, process, honor and pay all such checks and electronic payment requests when presented for payment, and all such banks and financial institutions are authorized to rely on the Debtor s designation of any particular check or electronic payment request as being approved by this Order. 2
7. Notwithstanding anything else in this Order to the contrary, any payments authorized to be made by this Order shall be subject to the terms, conditions, limitations, and restrictions set forth in (i) that certain Interim Order Authorizing Use of Cash Collateral and Granting Adequate Protection [D.I. ] and any further cash collateral orders entered by this Court (collectively, the Cash Collateral Orders ), including, without limitation, the requirement that any payments authorized by this Order may only be made as permitted under the Budget approved in connection with such Cash Collateral Orders and (ii) that certain Order (I) Authorizing Continued Use of Existing Business Forms and Records, (II) Authorizing Maintenance of Existing Corporate Bank Accounts and Cash Management System, (III) Authorizing Payment of Prepetition Costs and Fees Associated with Customer Credit and Debit Card Transactions; and (IV) Waiving Certain U.S. Trustee Requirements [D.I. ]. 8. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents of the Motion or otherwise deemed waived. 9. The Debtor is authorized to take all actions necessary to effect the relief granted pursuant to this Order in accordance with the Motion. 10. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order shall be effective and enforceable immediately upon entry hereof. 11. Any objection to this Order must be filed within twenty-one (21) days after the date of the entry of this Order. If an objection is timely received from the U.S. Trustee, any creditor or party-in-interest, the Debtor shall request a hearing before the Court. If no objection is filed, the Order automatically becomes final. 12. This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order. 3
# # # Submitted by: Ian T. Peck State Bar No. 24013306 David Staab State Bar No. 24093194 HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Telephone: 214.651.5000 Facsimile: 214.651.5940 Email: ian.peck@haynesboone.com Email: david.staab@haynesboone.com PROPOSED ATTORNEYS FOR DEBTOR 4
United States Bankruptcy Court Western District of Texas In re: Case No. 18-50049-rbk A GACI, L.L.C. Chapter 11 Debtor CERTIFICATE OF NOTICE District/off: 0542-5 User: paezd Page 1 of 2 Date Rcvd: Jan 11, 2018 Form ID: pdfintp Total Noticed: 14 Notice by first class mail was sent to the following persons/entities by the Bankruptcy Noticing Center on Jan 13, 2018. db +A GACI, L.L.C., 12460 Network Blvd., Suite 106, San Antonio, TX 78249-3366 aty Kristen N. Pate, GGP Limited Partnership, DIP, as Agent, 350 N. Orleans Street, #300, Chicago, IL 60654-1607 cr +Arlington ISD, c/o Perdue Brandon Fielder et al, 500 E. Border Street, Suite 640, cr +Bank of America N.A., c/o Norton Rose Fulbright US LLP, 300 Convent Street, Suite 2100, San Antonio, TX 78205-3720 cr +Bexar County, 711 Navarro, Suite 300, San Antonio, TX 78205-1749 cr +City of Grapevine, c/o Perdue Brandon Fielder et al, 500 E Border Street, Suite 640, cr +City of Mercedes, c/o John T. Banks, 3301 Northland Dr Ste 505, Austin, TX 78731-4954 cr +Crowley ISD, c/o Perdue Brandon Fielder et al, 500 E Border Street, Suite 640, cr +Dallas County, Linebarger Goggan Blair & Sampson, LLP, c/o Elizabeth Weller, 2777 N. Stemmons Freeway, Suite 1000, Dallas, TX 75207-2328 cr +Grapevine-Colleyville ISD, c/o Perdue Brandon Fielder et al, 500 E Border Street, Suite 640, cr +JPMorgan Chase Bank, N.A., Attn: R. Alan Green, 700 North Pearl Street, Floor 8, Dallas, TX 75201-7437 cr +Simon Property Group, Inc., 225 West Washington Street, Indianapolis, IN 46204-3438 cr +Tarrant County, Linebarger Goggan Blair & Sampson, LLP, c/o Elizabeth Weller, 2777 N. Stemmons Freeway, Suite 1000, Dallas, TX 75207-2328 cr +Taubman Landlords, Taubman Landlords, 200 East Long Lake Road, Suite 300, Bloomfield Hills, MI 48304-2324 Notice by electronic transmission was sent to the following persons/entities by the Bankruptcy Noticing Center. NONE. TOTAL: 0 ***** BYPASSED RECIPIENTS ***** NONE. TOTAL: 0 Addresses marked + were corrected by inserting the ZIP or replacing an incorrect ZIP. USPS regulations require that automation-compatible mail display the correct ZIP. Transmission times for electronic delivery are Eastern Time zone. I, Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entities in the manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information and belief. Meeting of Creditor Notices only (Official Form 309): Pursuant to Fed. R. Bank. P. 2002(a)(1), a notice containing the complete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy contains the redacted SSN as required by the bankruptcy rules and the Judiciary s privacy policies. Date: Jan 13, 2018 _ Signature: /s/joseph Speetjens CM/ECF NOTICE OF ELECTRONIC FILING The following persons/entities were sent notice through the court s CM/ECF electronic mail (Email) system on January 11, 2018 at the address(es) listed below: Andrew S Conway on behalf of Creditor Taubman Landlords aconway@taubman.com, mrumpl@taubman.com Donald P. Stecker on behalf of Creditor Bexar County don.stecker@lgbs.com Eboney Delane Cobb on behalf of Creditor City of Grapevine ecobb@pbfcm.com, rgleason@pbfcm.com Eboney Delane Cobb on behalf of Creditor Arlington ISD ecobb@pbfcm.com, rgleason@pbfcm.com Eboney Delane Cobb on behalf of Creditor Grapevine-Colleyville ISD ecobb@pbfcm.com, rgleason@pbfcm.com Eboney Delane Cobb on behalf of Creditor Crowley ISD ecobb@pbfcm.com, rgleason@pbfcm.com Eric Terry on behalf of Creditor US Real Estate Limited Partnership eric@ericterrylaw.com Eric Terry on behalf of Creditor USAA Real Estate Company eric@ericterrylaw.com H. Elizabeth Weller on behalf of Creditor Dallas County bethw@publicans.com H. Elizabeth Weller on behalf of Creditor Tarrant County bethw@publicans.com Ian T. Peck on behalf of Debtor A GACI, L.L.C. ian.peck@haynesboone.com, kim.morzak@haynesboone.com John T. Banks on behalf of Creditor City of Mercedes jbanks@pbfcm.com, jbanks@ecf.inforuptcy.com Patrick L. Huffstickler on behalf of Interested Party Gordon Brothers Retail Partners, LLC phuffstickler@dykema.com, aseifert@dykema.com;mcruz@dykema.com
District/off: 0542-5 User: paezd Page 2 of 2 Date Rcvd: Jan 11, 2018 Form ID: pdfintp Total Noticed: 14 The following persons/entities were sent notice through the court s CM/ECF electronic mail (Email) system (continued) Robert L. LeHane on behalf of Creditor GGP Limited Partnership kdwbankruptcydepartment@kelleydrye.com;mvicinanza@ecf.inforuptcy.com Robert L. LeHane on behalf of Creditor Gregory Greenfield & Associates Ltd. kdwbankruptcydepartment@kelleydrye.com;mvicinanza@ecf.inforuptcy.com Ronald Eric Gold on behalf of Creditor Washington Prime Group Inc. rgold@fbtlaw.com, eseverini@fbtlaw.com;awebb@fbtlaw.com Ronald M. Tucker on behalf of Creditor Simon Property Group, Inc. rtucker@simon.com, cmartin@simon.com,bankruptcy@simon.com,antimm@simon.com,jvalentin@simon.com Steve A. Peirce on behalf of Creditor Bank of America N.A. steve.peirce@nortonrosefulbright.com United States Trustee - SA12 USTPRegion07.SN.ECF@usdoj.gov William Steven Bryant on behalf of Creditor JPMorgan Chase Bank, N.A. sbryant@lockelord.com TOTAL: 20