Case 16-10527-MFW Doc 1734 Filed 05/05/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Ref. Docket No. 67 CERTIFICATION OF COUNSEL REGARDING REVISED ORDER, PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE, EXTENDING THE DEADLINE BY WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NON-RESIDENTIAL REAL PROPERTY UNDER WHICH ANY OF THE DEBTORS ARE LESSEES The undersigned hereby certifies as follows: 1. On March 2, 2016, Sports Authority Holdings, Inc. and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ) filed the Debtors Motion for an Order, Pursuant to Section 365(d)(4) of the Bankruptcy Code, Extending the Deadline by Which the Debtors Must Assume or Reject Unexpired Leases of Non-Residential Real Property Under Which Any of the Debtors are Lessees [Docket No. 67] (the Motion ) 2 with the United States Bankruptcy Court for the District of Delaware (the Court ). 2. Objections to the Motion were due to be filed and served on or before March 16, 2016 at 4:00 p.m. (ET) (the Objection Deadline ). 3 Prior to the Objection Deadline, 1 2 3 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); and TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Motion. The Objection Deadline was extended by the Debtors until (i) March 24, 2016 at 4:00 p.m. (ET) for the Official Committee of Unsecured Creditors and (ii) April 12, 2016 at 4:00 p.m. for various landlords. 01:18650722.1
Case 16-10527-MFW Doc 1734 Filed 05/05/16 Page 2 of 3 various parties either objected to the Motion or joined in other parties objections thereto (collectively, the Responding Parties ). In response to a proposed modification raised by certain Responding Parties, the Debtors agreed to revise to the form of order attached to the Motion prior to the scheduled hearing thereon. 3. On May 3, 2016, the Court held a hearing on the Motion (the Hearing ). At the Hearing, the Court approved the relief requested in the Motion with respect to all Real Property Leases other than those implicated by objections filed by the Responding Parties. In connection therewith, the Court found that the Debtors had not established just cause for the relief requested as it pertained to the Responding Parties, and the Debtors adjourned the Motion as it relates to the Responding Parties, without prejudice, to the omnibus hearing scheduled for May 24, 2016 at 9:30 a.m. (ET). Upon the Debtors agreement to adjourn the Motion with respect to the Responding Parties, the Court directed the Debtors to submit a revised form of order approving the Motion, consistent with the statements made at the Hearing, under certification of counsel. 4. Accordingly, attached hereto as Exhibit 1 is a revised form of order (the Revised Order ) memorializing the Court s ruling at the Hearing. For the convenience of the Court and all interested parties, a blackline comparing the Revised Order against the form of order attached to the Motion is attached hereto as Exhibit 2. [REMAINDER OF PAGE INTENTIONALLY BLANK] 01:18650722.1 2
Case 16-10527-MFW Doc 1734 Filed 05/05/16 Page 3 of 3 WHEREFORE, the Debtors respectfully request that the Court enter the Revised Order without further notice or hearing at the Court s earliest convenience. Dated: May 5, 2016 Wilmington, Delaware /s/ Andrew L. Magaziner Michael R. Nestor (No. 3526) Kenneth J. Enos (No. 4544) Andrew L. Magaziner (No. 5426) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 mnestor@ycst.com kenos@ycst.com amagaziner@ycst.com -and- Robert A. Klyman (CA No. 142723) Matthew J. Williams (NY No. 3019106) Jeremy L. Graves (CO No. 45522) Sabina Jacobs (CA No. 274829) GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Telephone: (213) 229-7000 Facsimile: (213) 229-7520 rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com Counsel to the Debtors and Debtors in Possession 01:18650722.1
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 1 of 7 EXHIBIT 1 REVISED ORDER 01:18650722.1
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Ref. Docket No. 67 & ORDER, PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE, EXTENDING THE DEADLINE BY WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NON-RESIDENTIAL REAL PROPERTY UNDER WHICH ANY OF THE DEBTORS ARE LESSEES Upon consideration of the motion (the Motion ) 2 filed by the above-captions debtors and debtors in possession (collectively, the Debtors ) for the entry of an order, pursuant to section 365(d)(4) of the Bankruptcy Code, granting the Debtors an extension, through and including September 28, 2016, of the statutory deadline for the Debtors to assume or reject the Real Property Leases; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and the Court having found that venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having found that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and the Court having determined that it may enter a final order consistent 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA Stores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 3 of 7 with Article III of the United States Constitution; and upon consideration of the First Day Declaration; and upon the record of these Chapter 11 Cases; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. Except with respect to the Real Property Leases identified on Exhibit A hereto, pursuant to section 365(d)(4) of the Bankruptcy Code, the deadline under section 365(d)(4) of the Bankruptcy Code for the Debtors to assume or reject the Real Property Leases is hereby extended through and including the earlier of (i) September 28, 2016 and (ii) the date of the entry of an order confirming a plan (the Assumption/Rejection Period ). 3. With respect to the Real Property Leases identified on Exhibit A hereto, the Motion is adjourned to May 24, 2016 at 9:30 a.m. (ET). 4. This Order shall be without prejudice to the rights of the Debtors and their estates to seek an extension of the Assumption/Rejection Period with the consent of an affected Lessor(s). 5. To the extent that the Debtors and any Lessor to a Real Property Lease agree to a further extension of the time by which the Debtors must assume or reject an applicable Real Property Lease, the Debtors may submit to the Court a consensual form of order approving such further extension, pursuant to section 365(d)(4)(B)(ii) of the Bankruptcy Code, under certification of counsel without the need for further notice or hearing. 2
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 4 of 7 6. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated: May, 2016 Wilmington, Delaware MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 3
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 5 of 7 Exhibit A Real Property Leases Excluded From Order
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 6 of 7 Objection Docket Store Landlord Store Location No. Number 519 Pinetree Realty Corp. Queens, NY 486 525 Public Storage Los Angeles, CA 637 Wilmington, DE 455 Wayne, NJ 462 576 Kimco Realty Corp. Commack, NY 492 Towson, MD 514 St. Peters, MO 752 Mesa, AZ 792 599 Lacey Marketplace Associates II, LLC Lacey, WA 549 Bonita Springs, FL 393 Danvers, MA 159 Carolina, PR 088 Ontario, CA 778 606 Simon Property Group, Inc. Denver, CO 136 Gurnee, IL 571 Sawgrass, FL 344 Milpitas, CA 682 Phoenix, AZ 691 Orange, CA 764 Fort Collins, CO 110 Ramco-Gershenson Properties, L.P. Jensen Beach, FL 355 Clinton Township, MI 594 Delafield, WI 629 Janaf Shopping Center, LLC Norfolk, VA 537 617 U.S. 41 & I 285 Company, LLC Atlanta, GA 425 Bayshore Town Center, LLC Glendale, WI 621 Edens Plaza, LLC Wilmette, IL 076 Randhurst Improve-ments, LLC Mt. Prospect, IL 619 Burbank Realty Company, LLC Burbank, IL 573 626 Parker Place Group, LLC Redding, CA 659 658 CPYR Shopping Center, LLC Alexandria, VA 536 699 La Habra Associates, LLC La Habra, CA 684 742 Ledgewood Investors, LLC Ledgewood, NJ 470 Taubman-Cherry Creek Shopping Center Denver, CO 44 L.L.C., 751 Dolphin Mall Associates LLC Miami, FL 296 Taubman Auburn Hills Associates LP Auburn Hills, MI 620 759 VHTL, LLC Vernon Hills, IL 614 778 De Rito Talking Stick South, LLC Scottsdale, AZ 794 798 CBL & Associates Manage-ment, Inc. Cheyenne, WY 122 Pearland, TX 223 Gaitsan Limited Partnership; Gaithersburg, MD 520 Pasan Trust, 830 Jefan Trust, Esue Trust, Hall Properties, Co. Dearborn, MI 596 844 Levin Management Corp. Paramus, NJ 466 850 Plaza Las Americas, Inc. San Juan, PR 89 PDC Fringe II, LLC Ponce, PR 90
Case 16-10527-MFW Doc 1734-1 Filed 05/05/16 Page 7 of 7 881 Phoenix Waterbury LLC Waterbury, CT 488 882 845 Third L.P. New York, NY 489 896 Haines Center-Burlington, LLC Burlington County, NJ 843 901 Northlake Associates, LP Atlanta, GA 415 904 Waldorf Shoppers World, LLC Waldorf, MD 518 927 Quarry Place, Two, LLC Milford, MA 176 935 Sun Life Assurance Company of Canada Eden Prairie, MN 709 Route 140 School Street LLC Mansfield, MA 177 Cape Town Plaza LLC Hyannis, MA 179 958 CLPF-Marketplace LLC West Palm Beach, FL 341 Solomon Pond Mall LLC Marl-borough, MA 167 Westwood Marketplace Holdings LLC Westwood, MA 168 1004 Detrick Trust Tucson, AZ 796 1026 Kukui Grove Center Investment Group, Inc. Lihue, HI 775 1027 Maui Marketplace Investment Group, Inc. Kahului, HI 770 1031 Amherst Crossing, AMA Realty Ventures, LLC Amherst, NH 149 1056 James Campbell Company LLC Romeoville, IL 820 JCC California Properties, LLC Novato, CA 680 1129 I & G Direct Real Estate 33k, LP McDonough, GA 841 1135 Manalapan Realty, L.P. Manalapan, NJ 476 1138 Westlake Promenade, LLC Westlake Village, CA 685 1140 CCA-Renaissance Square Shopping Center, LLC Cedar City, UT 310 1148 Kornland Building Company San Clemente, CA 730 1178 Shops at Bella Terra Owner, LP Richmond, TX 239 2
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 1 of 7 EXHIBIT 2 BLACKLINE 01:18650722.1
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SPORTS AUTHORITY HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No. 16-10527 (MFW) (Jointly Administered) Ref. Docket No. _67 & ORDER, PURSUANT TO SECTION 365(d)(4) OF THE BANKRUPTCY CODE, EXTENDING THE DEADLINE BY WHICH THE DEBTORS MUST ASSUME OR REJECT UNEXPIRED LEASES OF NON-RESIDENTIAL REAL PROPERTY UNDER WHICH ANY OF THE DEBTORS ARE LESSEES Upon consideration of the motion (the Motion ) 2 filed by the above-captions debtors and debtors in possession (collectively, the Debtors ) for the entry of an order, pursuant to section 365(d)(4) of the Bankruptcy Code, granting the Debtors an extension, through and including September 28, 2016, of the statutory deadline for the Debtors to assume or reject the Real Property Leases; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and the Court having found that venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having found that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and the Court having determined that it may enter a final order consistent with Article III of the United States Constitution; and upon consideration of the First Day Declaration; 01:18391844.118 391844.2 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Sports Authority Holdings, Inc. (9008); Slap Shot Holdings, Corp. (8209); The Sports Authority, Inc. (2802); TSA S tores, Inc. (1120); TSA Gift Card, Inc. (1918); TSA Ponce, Inc. (4817); TSA Caribe, Inc. (5664). The headquarters for the above-captioned Debtors is located at 1050 West Hampden Avenue, Englewood, Colorado 80110. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 3 of 7 and upon the record of these Chapter 11 Cases; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED as set forth herein. PursuantExcept with respect to the Real Property Leases identified on Exhibit A hereto, pursuant to section 365(d)(4) of the Bankruptcy Code, the deadline under section 365(d)(4) of the Bankruptcy Code for the Debtors to assume or reject the Real Property Leases is hereby extended through and including the earlier of (i) September 28, 2016 and (ii) the date of the entry of an order confirming a plan (the Assumption/Rejection Period ). 3. With respect to the Real Property Leases identified on Exhibit A hereto, the Motion is adjourned to May 24, 2016 at 9:30 a.m. (ET). 4. 3. This Order shall be without prejudice to the rights of the Debtors and their estates to seek an extension of the Assumption/Rejection Period with the consent of an affected Lessor(s). 5. 4. To the extent that the Debtors and any Lessor to a Real Property Lease agree to a further extension of the time by which the Debtors must assume or reject an applicable Real Property Lease, the Debtors may submit to the Court a consensual form of order approving such further extension, pursuant to section 365(d)(4)(B)(ii) of the Bankruptcy Code, under certification of counsel without the need for further notice or hearing. 01:18391844.118 391844.2 2
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 4 of 7 6. 5. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated: March _May, 2016 Wilmington, Delaware MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 01:18391844.118 391844.2 3
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 5 of 7 Exhibit A Real Property Leases Excluded From Order
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 6 of 7 Objection Docket Store Landlord Store Location No. Number 519 Pinetree Realty Corp. Queens, NY 486 525 Public Storage Los Angeles, CA 637 Wilmington, DE 455 Wayne, NJ 462 576 Kimco Realty Corp. Commack, NY 492 Towson, MD 514 St. Peters, MO 752 Mesa, AZ 792 599 Lacey Marketplace Associates II, LLC Lacey, WA 549 Bonita Springs, FL 393 Danvers, MA 159 Carolina, PR 088 Ontario, CA 778 Denver, CO 136 606 Simon Property Group, Inc. Gurnee, IL 571 Sawgrass, FL 344 Milpitas, CA 682 Phoenix, AZ 691 Orange, CA 764 Fort Collins, CO 110 Ramco-Gershenson Properties, L.P. Jensen Beach, FL 355 Clinton Township, MI 594 Delafield, WI 629 Janaf Shopping Center, LLC Norfolk, VA 537 617 U.S. 41 & I 285 Company, LLC Atlanta, GA 425 Bayshore Town Center, LLC Glendale, WI 621 Edens Plaza, LLC Wilmette, IL 076 Randhurst Improve-ments, LLC Mt. Prospect, IL 619 Burbank Realty Company, LLC Burbank, IL 573 626 Parker Place Group, LLC Redding, CA 659 658 CPYR Shopping Center, LLC Alexandria, VA 536 699 La Habra Associates, LLC La Habra, CA 684 742 Ledgewood Investors, LLC Ledgewood, NJ 470 Taubman-Cherry Creek Shopping Center Denver, CO 44 L.L.C., 751 Dolphin Mall Associates LLC Miami, FL 296 Taubman Auburn Hills Associates LP Auburn Hills, MI 620 759 VHTL, LLC Vernon Hills, IL 614 778 De Rito Talking Stick South, LLC Scottsdale, AZ 794 798 CBL & Associates Manage-ment, Inc. Cheyenne, WY 122 Pearland, TX 223 Gaitsan Limited Partnership; Gaithersburg, MD 520 Pasan Trust, 830 Jefan Trust, Esue Trust, Hall Properties, Co. Dearborn, MI 596 844 Levin Management Corp. Paramus, NJ 466 850 Plaza Las Americas, Inc. San Juan, PR 89
Case 16-10527-MFW Doc 1734-2 Filed 05/05/16 Page 7 of 7 PDC Fringe II, LLC Ponce, PR 90 881 Phoenix Waterbury LLC Waterbury, CT 488 882 845 Third L.P. New York, NY 489 896 Haines Center-Burlington, LLC Burlington County, NJ 843 901 Northlake Associates, LP Atlanta, GA 415 904 Waldorf Shoppers World, LLC Waldorf, MD 518 927 Quarry Place, Two, LLC Milford, MA 176 935 Sun Life Assurance Company of Canada Eden Prairie, MN 709 Route 140 School Street LLC Mansfield, MA 177 Cape Town Plaza LLC Hyannis, MA 179 958 CLPF-Marketplace LLC West Palm Beach, FL 341 Solomon Pond Mall LLC Marl-borough, MA 167 Westwood Marketplace Holdings LLC Westwood, MA 168 1004 Detrick Trust Tucson, AZ 796 1026 Kukui Grove Center Investment Group, Inc. Lihue, HI 775 1027 Maui Marketplace Investment Group, Inc. Kahului, HI 770 1031 Amherst Crossing, AMA Realty Ventures, LLC Amherst, NH 149 1056 James Campbell Company LLC Romeoville, IL 820 JCC California Properties, LLC Novato, CA 680 1129 I & G Direct Real Estate 33k, LP McDonough, GA 841 1135 Manalapan Realty, L.P. Manalapan, NJ 476 1138 Westlake Promenade, LLC Westlake Village, CA 685 1140 CCA-Renaissance Square Shopping Center, LLC Cedar City, UT 310 1148 Kornland Building Company San Clemente, CA 730 1178 Shops at Bella Terra Owner, LP Richmond, TX 239 2