THE NEW YORK TIMES, MONDAY, OCTOBER 26, 2020 N B3TRAVEL | COMPANIESDear Kaitlin,
When I first read your email, I
was hit with an inkling of hope
that your credit card company
could rush in and save the day.
Still, I set off to learn more about
the laws and policies at play, so I
did what I usually do when I
start a Tripped Up column: I
emailed some industry sources
and started a Google Doc to
organize my thoughts.
The notes became a rabbit
hole, expanding with news cover-
age of STA’s collapse, a list of
potential interview subjects,
email addresses for international
press offices and lengthy finan-
cial documents. From the
chicken scratch, one truth
emerged: Anyone attempting to
recoup funds from an out-of-
business company will likely
confront uphill battles, tall orders
and every other cliché in the
book.
“In general, when a company
goes into bankruptcy, basically
it’s the vultures picking over the
bones,” said Ira Rheingold, the
executive director of the National
Association of Consumer Advo-
cates, a Washington, D.C.-based
nonprofit. “The last people who
will get a piece of those bones
are going to be the unsecured
creditors: the consumers.”
Formerly a major travel
agency for youth and student
trips, STA Travel filed for bank-
ruptcy in August after a crip-
pling flurry of pandemic-related
cancellations; it was the first
major travel agency to fall be-
cause of the pandemic. Although
STA’s Instagram account has
been dormant for more than two
months, the comments live on as
a record of unanswered ques-
tions and in-limbo refunds: “I
have a student that is needing an
update on her refund status and
there is literally no way to reach
anyone,” wrote one user. “I won-
der how many people got robbed
of their hard-saved holiday
money,” lamented another.
From the start, your case felt
like a maze of sharp corners and
dead ends. First I visited the STA
Travel website: shut down. Then
I emailed the customer service
agent you had corresponded
with: bounceback. When I
reached out to the press office of
Diethelm Keller Group, STA’s
former parent company that is
based in Switzerland, and I got
the following statement back:
“As STA Travel Holding AG is in
insolvency proceedings, Di-
ethelm Keller Group is not in a
position to provide further sup-
port or information.”
I contacted the Arizona Attor-
ney General’s office after discov-
ering one address for STA in
Arizona — possibly a franchise
— but was told by a spokeswom-
an that all consumer complaints
are confidential.
I considered calling British
Airways, but decided against it;
after all, the airline had already
canceled your tickets and re-
funded your money (to STA).
Customers hoping to cancel
active reservations might have
luck by appealing directly to the
travel company in question, but
anyone waiting for an in-process
refund from an intermediary like
STA probably would not.
I also thought about what
would happen if you were to file
a complaint with the Department
of Transportation’s Office of
Aviation Consumer Protection,
but decided that the particulars
of your situation would almost
certainly translate into more
wasted time. There are simply
too many layers of gray areas:
Only one of your flight legs was
canceled by the airline, you
purchased tickets from a third-
party seller and your refund had
already ostensibly been ap-
proved.
Travel insurance wouldn’thave necessarily been a magic
bullet, either, said Jennifer
Fitzgerald, the co-founder and
chief executive of Policygenius,
an online insurance marketplace.
Even when policies do cover the
financial default of a travel sup-
plier, they come with loads of
caveats, restrictions and condi-
tions.
“Not every travel insurance
policy includes financial default
protection, and not every
provider will be covered,” said
Ms. Fitzgerald. “For example,
third-party sellers, like travel
agencies, will tend not to qualify
as travel suppliers, so travel
insurance financial default pro-
tection won’t cover them.”
I got about 10 pages into a
90-page bankruptcy document
outlining the liquidity ratio of
STA’s New Zealand arm before(to use another cliché) going
back to square one: the credit
card company.
Some credit cards include
financial insolvency protection
(designed to help cardholders
when a travel merchant goes
bankrupt) in trip cancellation
insurance. Others, including the
Chase Sapphire Reserve card
you used, exclude financial insol-
vency protection from insurance,
handling it through standard
disputes channels instead.
In an emailed statement, a
spokeswoman for JPMorgan
Chase said, “A cardmember can
submit a dispute as a result of
merchant financial insolvency,
which we review on a case-by-
case basis.”
The Fair Credit Billing Act, a
federal law enacted to protect
consumers from unfair creditbilling practices, doesn’t have a
specific carve-out for a mer-
chant’s financial insolvency, but
it does consider “charges for
goods and services you didn’t
accept or that weren’t delivered
as agreed” one of several typesof billing errors that consumers
have the right to dispute. And
although every credit card dis-
pute hinges on the particulars,
this is the easiest, most action-
able move for lone consumers
battling a company that has all
but evaporated.
You might wonder, as I did,
whether things are more compli-
cated because you’re an Ameri-
can citizen trying to get a refund
from an insolvent Swiss com-
pany for a canceled British flight.
But so long as the consumer’s
account with the credit card
issuer (a bank, most likely) is
based in the United States, and
credit is issued to a United States
resident, the transaction is cov-
ered by the billing error rules of
the F.C.B.A.
To protect your rights under
the F.C.B.A. in the Before Times,
you would have had 60 days
from the statement with the
billing error to dispute the
charge. But these times are
hardly normal. That’s why a
representative at JPMorgan
Chase — citing “your atypical
situation with this merchant” —
issued you a full refund.
My quest unearthed other
tips: Even if you’re filing a dis-
pute through a credit card’s
online channels, be sure to also
submit the dispute in writing, via
snail-mail, to the address the
card issuer specifies for billing
errors (a condition of the
F.C.B.A.). The Federal Trade
Commission has a good sample
letter online. If you’re not mak-
ing headway, file a complaint
with the Consumer Financial
Protection Bureau, which has
jurisdiction over the country’s
largest banks.
One final word of advice —
and one final cliché — from Mr.
Rheingold: “It’s about the
squeaky wheel, right? Putting
something out on social media:
‘Can you believe what this com-
pany did to me?’ Or saying, ‘I’ve
been a cardmember for the last
20 years and I’m getting rid of it
from now.’ That’s not legal advice
— that’s just practical. That’s
when you get your money back.”Help! I’m Owed a Refund,
But the Agency Shut Down
Dear Tripped Up,
Earlier this year, I used STA Travel to book a British Airways
flight from Tucson, Ariz., to South Africa, scheduled to depart
in March. Then the pandemic hit, one of the flight legs was
canceled and I canceled my trip. After some back and forth,
STA secured a refund from British Airways. I was told by an
STA representative that my airfare — $2,059.36 — would be
credited back to my credit card account within 60 days. Two
months came and went. Then I learned that STA had gone out
of business. Kaitlin
TRIPPED UP
CAM COTTRILLDunkin’ Brands, the parent com-
pany of the Dunkin’ and Baskin
Robbins chains, is in talks to sell
itself to a private equity-backed
company, Inspire Brands.
The deal being discussed,
which could be announced as soon
as Monday, would take Dunkin’
Brands private at a price of
$106.50 a share, said two people
with knowledge of the negotia-
tions, who spoke on condition of
anonymity because the talks are
confidential. The price would be a
20 percent premium over the com-
pany’s closing price on Friday, and
implies a company valuation of
about $8.8 billion. Dunkin’s share
price has more than doubled since
March, as investors took heed of
its success in building up its app
and drive-through services. Its
shares are up about 18 percent
from a year ago.
The transaction would add
Dunkin’ Brands to Inspire
Brands’ portfolio, which includes
Arby’s, Buffalo Wild Wings, Sonic
and Jimmy John’s. Inspire is
backed by the private equity firm
Roark Capital.
In a statement on Sunday,
Dunkin’ Brands said: “Dunkin’
Brands confirms that it has held
preliminary discussions to be ac-
quired by Inspire Brands. There is
no certainty that any agreement
will be reached. Neither group will
comment further unless and until
a transaction is agreed.”
A spokesman for Inspire
Brands had no comment.
Dunkin’ has said that as stay-at-
home orders have shifted working
patterns, customers have been
coming to its stores later in the
day than they used to and spend-
ing more on newer and more ex-
pensive items like espresso and
other specialty beverages. Dunk-
in’ already brings in more than
half its revenue through drinks,
and it dropped “Donut” from its
name last year as it seeks to shift
its emphasis to coffee and take on
Starbucks more directly.
“While Dunkin’ may not have
been thought of by investors as a
beneficiary of the current envi-
ronment, these results make the
case that it has been,” analysts at
Morgan Stanley wrote in a re-
search note this summer.
During the pandemic, Dunkin’
has been bolstered by its drive-
throughs and online ordering sys-
tems, allowing its restaurants to
continue to serve customers while
smaller, independent chains have
faltered. It took an initial hit in the
pandemic, reporting a 20 percent
drop in sales in the second quarter
and announcing plans to close
about 800 of its least-profitable
stores. But business since then
has been improving.
Dunkin’ Brands, whose 21,000
outlets are all franchised, re-
ported revenue last year of $1.4
billion and a profit of more than
$240 million.
The chain has been private be-
fore. It was owned by a consor-
tium of private equity firms, led by
Bain Capital, Carlyle Group and
Thomas H. Lee Partners, who ac-
quired Dunkin’ Donuts from
Pernod Ricard in a $2.4 billion deal
in 2005. The firms took it public six
years later.Dunkin’ Brands Is in Talks
To Sell Itself and Go Private
By LAUREN HIRSCH$1.4B
Dunkin’ Brands’ revenue in 2019.
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI,SOUTHEASTERN DIVISION
Inre: BRIGGS&STRATTON
CORPORATION,etal.,
Debtors.§
§
§Chapter11
CaseNo.20-43597-399
(JointlyAdministered)
NOTICE OF DEADLINE REQUIRING FILING PROOFS OF
CLAIM FOR ADMINISTRATIVE EXPENSE CLAIMS
TO ALL PERSONS AND ENTITIES WITH CLAIMS AGAINST THE
DEBTORSSETFORTHBELOW:
Name of Debtor, Case Number, Tax Identification Number (Last
Four Digits):Briggs & Stratton Corporation, 20-43597, 2330; Allmand
Bros.,Inc.,20-43598,4710;Briggs & Stratton International,Inc.,20-43599,
9957; Briggs & Stratton Tech, LLC, 20-43600, 2102; Billy Goat Industries,
Inc.,20-10575,4442
OTHER NAMES USED BYTHE DEBTORS INTHE PAST 8YEARS: Briggs &
Stratton Power ProductsGroup,LLC; Briggs&StrattonPowerProducts,LLC;
Briggs&StrattonPowerProductsGroup
Attorneys for Debtors:Robert E. Eggmann, Christopher J. Lawhorn,
Thomas H.Riske,CARMODY MACDONALD P.C.,120 S.Central Avenue,Suite
1800, St. Louis, Missouri 63105, Telephone: (314) 854-8600, Facsimile:
(314) 854-8660 -and- Ronit J. Berkovich, Debora A. Hoehne, Martha E.
Martir, WEIL, GOTSHAL & MANGES LLP, 767 Fifth Avenue, New York, New
York10153,Telephone: (212)310-8000,Facsimile: (212)310-8007
Address of the Clerk of the Bankruptcy Court: United States Bankruptcy
Court, Eastern District of Missouri, 111 South 10th Street, Fourth Floor,
St.Louis, MO 63102,T:(314) 244-4500, Office Hours:8:30 a.m.–4:30 p.m.
Monday–Friday
PLEASE TAKE NOTICE THAT:YOU ARE RECEIVING THIS NOTICE
(“NOTICE”) BECAUSE YOU MAY HAVE A CLAIM AGAINST THE DEBTORS IN
THEABOVE-CAPTIONEDCHAPTER11CASES. HOWEVER,THEFACTTHATYOU
ARE RECEIVING THIS NOTICE DOES NOT MEAN THAT THE DEBTORS BELIEVE
THAT YOU HAVE A CLAIM AGAINST THE DEBTORS OR THAT YOU ACTUALLY
HAVE A CLAIM AGAINST THE DEBTORS. THEREFORE, YOU SHOULD READ
THIS NOTICE CAREFULLY AND CONSULT AN ATTORNEY IF YOU HAVE ANY
QUESTIONS,INCLUDINGWHETHERYOUSHOULDFILEAPROOFOFCLAIM.
On July 20,2020 (the“Petition Date”),Briggs & Stratton Corporation
and certain of its affiliates (collectively, the “Debtors”), filed volun-
tary cases under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the
EasternDistrictofMissouri(the“BankruptcyCourt”).
On October 19,2020,the Bankruptcy Court,having jurisdiction over the
chapter 11 cases of the Debtors, entered an order (the“Administrative
Bar Date Order”)^1 establishing certain dates by which certain parties
holdingadministrativeexpenseclaimsagainsttheDebtorsmustfileproofs
ofclaim.
As used in this Notice,the term“entity”has the meaning given to it in
section 101(15) of the Bankruptcy Code,and includes all persons,estates,
trusts, governmental units, and Office of the United States Trustee. In
addition, the terms “persons” and “Governmental Units” are defined in
sections101(41)and101(27)oftheBankruptcyCode,respectively.
You may be a creditor of one or more of the Debtors. However,
the fact that you have received this Notice does not mean that
the Debtors believe that you have a claim against the Debtors or
thatthatyouactuallyhaveclaimagainsttheDebtors. You should
not file an Administrative Expense Proof of Claim if you do not
have a claim against a Debtor. You should consult an attorney if
you have any questions, including whether you should file an
AdministrativeExpenseProofofClaim.
If you have any questions relating to this Notice, you may
contact the Debtors’claims and noticing agent,Kurtzman Carson
Consultants, LLC (“KCC”), by telephone at (866) 544-7045 (U.S./
Canada) or (781) 575-2084 (International) or by e-mail at http://
http://www.kccllc.net/Briggs/inquiry.
NOTE: The staff of the Bankruptcy Clerk’s Office,the Office of the United
StatesTrustee,andKCCcannotgivelegaladvice.
THEBARDATES
TheAdministrativeBarDateOrderestablishes:
i.November 23, 2020at5:00 p.m.(Central Time)as the dead-
line (the “General Administrative Expense Bar Date”) for each
person or entity, other than a Governmental Unit, that asserts entitle-
ment to administrative priority status under sections 503 (but excluding
claims under section 503(b)(9)) and/or 507 of the Bankruptcy Code for
claims that arose between the Petition Date and October 19, 2020 (each,
a“General Administrative Expense Claim,”collectively,the“General
AdministrativeExpenseClaims”);and
ii.January 19, 2021at5:00 p.m.(Central Time)as the deadline
(the“GovernmentalAdministrativeExpenseBarDate”and together
with the General Administrative Expense Bar Date, the“Administrative
Expense Bar Dates”) for each Governmental Unit that asserts entitle-
ment to administrative priority status under sections 503 and/or 507 of
the Bankruptcy Code for claims that arose between the Petition Date and
October 19, 2020 (each, a “Governmental Administrative Expense
Claim,” collectively, the “Governmental Administrative Expense
Claims”andtogetherwiththeGeneralAdministrativeExpenseClaims,the
“AdministrativeExpenseClaims”).
Claimants should use reasonable best efforts to assign General
AdministrativeExpenseClaimsandGovernmentalAdministrativeExpense
Claims to the appropriate dates as listed on the Proof of Administrative
Expense Claim Form, and the Debtors and claimant, in consultation with
the creditors’committee,will work in good faith to reconcile such claims to
theappropriatedate.
WHOMUSTFILEAPROOFOFADMINISTRATIVECLAIM
AnypartywithaGeneralAdministrativeExpenseClaimorGovernmental
Administrative Expense Claim that arose between the Petition Date and
October 19,2020,and such claim is not one of the types of claims described
below,whethersuchclaimsarenotnowfixed,liquidated,orcertain.
As used in this Notice, the term “claim” means, as to or against the
Debtors and in accordance with section 101(5) of the Bankruptcy Code:
(a)anyrighttopayment,whetherornotsuchrightisreducedtojudgment,
liquidated,unliquidated,fixed,contingent,matured,unmatured,disputed,
undisputed, legal, equitable, secured, or unsecured; or (b) any right to an
equitable remedy for breach of performance if such breach gives rise to
a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed,secured,orunsecured.
Administrative Expense Claims include claims for workers’compensa-
tionforincidentsoccurringinthetimeperiodmentionedabove.
PARTIESWHODONOTNEEDTOFILEANADMINISTRATIVE
EXPENSEPROOFOFCLAIM
Certain parties are not required to file an Administrative Expense Proof
of Claim. The Court may,however,enter one or more separate orders at a
latertimerequiringcreditorstofileAdministrativeExpenseProofsofClaim
for some kinds of the following claims and setting related deadlines. If the
Court does enter such an order,you will receive notice of it. The following
entities holding claims that would otherwise be subject to the applicable
Administrative Expense Bar Date need not file Administrative Expense
ProofsofClaim:
a. any person or entity that already has filed in proper form an
Administrative Expense Proof of Claim against the Debtors in the above-captionedchapter11cases,whichclaimsetsforthwithspecificitythelegal
and factual basis for the claim and includes supporting documentation
upon which the claimant relies to support the General Administrative
Expense Claim or Governmental Administrative Expense Claim in a form
substantiallysimilartotheAdministrativeExpenseClaimForm;
b. any holder of a General Administrative Expense Claim or
Governmental Administrative Expense Claim that has been allowed by
order of this Court entered on or before the applicable Administrative
ExpenseBarDate;
c. any person or entity whose General Administrative Expense Claim
or any Governmental Unit whose Governmental Administrative Expense
ClaimhasbeenpaidinfullbyanyoftheDebtors;
d. any holder of a General Administrative Expense Claim or
Governmental Administrative Expense Claim for which specific deadlines
previouslyhavebeenfixedbythisCourt;
e. any counterparty to an executory contract or unexpired lease
of nonresidential real property that was assumed and assigned to
Bucephalus Buyer, LLC, pursuant to theOrder (I) Authorizing the Sale of
the Assets and Equity Interests to the Purchaser Free and Clear of Liens,
Claims, Interests, and Encumbrances; (II) Authorizing the Assumption and
Assignment of Certain Executory Contracts and Unexpired Leases; and (III)
Granting Related Relief[DocketNo.898](the“SaleOrder”);
f. any person or entity whose General Administrative Expense Claim
or any Governmental Unit whose Governmental Administrative Expense
Claimisonaccountofanyopenpurchaseorders;
g. any person who was employed by any Debtor subsequent to the
PetitionDate;
h. any professional retained by the Debtors or the Creditors’
Committee under sections 327, 328, 363 or 1103 of the Bankruptcy
Code and whose claim is for services performed and reimbursements of
expensesincurredinthesecases;and
i. the Office of the U.S.Trustee,including any requests for payment of
quarterlyfees.
This Notice may be sent to many persons and entities that have had
some relationship with or have done business with the Debtors but may
not have an unpaid claim against the Debtors. The fact that you have
received this Notice does not mean that you have a General Administrative
ExpenseClaim,aGovernmentalAdministrativeExpenseClaim,oranyother
type of claim or that the Debtors or the Bankruptcy Court believe that you
haveaclaimagainsttheDebtors.
WHAT TO FILE.Administrative Expense Claim Forms may be obtained
at the website established by the Debtors’ Court-approved claims and
noticingagent,KCC,locatedathttps://www.kccllc.net/Briggs.
All Administrative Expense Claim Forms must be signed by the claimant
or, if the claimant is not an individual, by an authorized agent of the
claimant. ItmustbewritteninEnglishandbedenominatedinUnitedStates
currency (using the exchange rate,if applicable,as of the Petition Date).You
mustsetforthwithspecificitythelegalandfactualbasesforyourclaim.You
also should attach to your completed Administrative Expense Claim Form
any documents on which the General Administrative Expense Claim or
GovernmentalAdministrativeExpenseClaimisbased(ifvoluminous,attach
asummary)orexplanationastowhythedocumentsarenotavailable.
Your Administrative Expense Claim Form must not contain complete
social security numbers or taxpayer identification numbers (only the last
four (4) digits),a complete birth date (only the year),the name of a minor
(only the minor’s initials),or a financial account number (only the last four
(4)digitsofsuchaccountnumber).
Any holder of a General Administrative Expense Claim or a
Governmental Administrative Expense Claim against more than one
Debtor must file a separate Administrative Expense Proof of Claim with
respect to each such Debtor. Any holder of a claim must identify on its
AdministrativeExpenseProofofClaimthespecificDebtoragainstwhichits
claim is asserted and the case number of that Debtor’s bankruptcy case. A
list of the Debtors and their respective case numbers is set forth above on
thefirstpageofthisNotice.
WHEN AND WHERE TO FILE.Except as provided for herein, all
Administrative Expense Proofs of Claim must be filed so as to be received
on or before November 23, 2020 at 5:00 p.m. (Central Time)for
General Administrative Expense Claims andon or before January 19,
2021 at 5:00 p.m. (Central Time)for Governmental Administrative
Expense Claims as follows:IF BY FIRST CLASS MAIL OR OVERNIGHT
DELIVERY:Clerk of the Bankruptcy Court, Eastern District of Missouri,
111 S. 10th St., 4th Floor, St.Louis, MO 63102;IF BY FIRST CLASS MAIL,
OVERNIGHT DELIVERY, OR BY HAND:Briggs Claims Processing Center,
c/o KCC,222 N.Pacific Coast Highway,Suite 300,El Segundo,CA 90245;IF
ELECTRONICALLY:By using the CM/ECF system on the Court’s website
at https://ecf.moeb.uscourts.gov/cgi-bin/login.pl or via the Electronic
Proof of Claim (ePOC) Program on the Court’s website at https://www.
moeb.uscourts.gov/epoc-electronic-proof-claim-filing-ewoc-electronic-
withdrawal-claim-filing.
CONSEQUENCES OF FAILURE TO FILE AN ADMINISTRATIVE
EXPENSE PROOF OF CLAIM BY THE ADMINISTRATIVE EXPENSE BAR
DATE. ANYHOLDEROFAGENERALADMINISTRATIVEEXPENSECLAIM
OR GOVERNMENTAL ADMINISTRATIVE EXPENSE CLAIM THAT IS NOT
EXEMPTED FROM THE REQUIREMENTS OF THE ADMINISTRATIVE
EXPENSE BAR DATE ORDER, AS SET FORTH ABOVE, AND THAT
FAILS TO TIMELY FILE AN ADMINISTRATIVE EXPENSE PROOF OF
CLAIM IN THE APPROPRIATE FORM SHALL NOT BE TREATED AS AN
ADMINISTRATIVECREDITORWITHRESPECTTOSUCHCLAIMFORTHE
PURPOSEOFPARTICIPATINGINANYDISTRIBUTIONINTHEDEBTORS’
CASESONACCOUNTOFSUCHCLAIM.
A holder of a potential General Administrative Expense Claim or
Governmental Administrative Expense Claim against the Debtors should
consult an attorney regarding any matters not covered by this Notice,such
aswhethertheholdershouldfileanAdministrativeExpenseProofofClaim.
RESERVATION OF RIGHTS.Nothing contained in this Notice is
intended to or should be construed as a waiver of the Debtors’right to:(a)
dispute,or assert offsets or defenses against, any filed claim or any claim
listed or reflected in the Schedules as to the nature, amount, liability, or
classification thereof; (b) subsequently designate any scheduled claim
as disputed, contingent, or unliquidated; and (c) otherwise amend or
supplementtheSchedules.
If you require additional information regarding the filing of a
proof of claim,you may contact the Debtors’Claims and Noticing
Agent, KCC, by telephone at (866) 544-7045 (U.S./Canada) or
(781) 575-2084 (International) or by e-mail at http://www.kccllc.
net/Briggs/inquiry.
THIS NOTICE MAY BE SENT TO MANY PERSONS THAT HAVE HAD SOME
RELATIONSHIP WITH OR HAVE DONE BUSINESS WITH THE DEBTORS BUT
MAY NOT HAVE AN UNPAID CLAIM AGAINST THE DEBTORS. THE FACT THAT
YOU HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT THE DEBTORS BE-
LIEVETHATYOU HAVE A CLAIM AGAINSTTHE DEBTORS ORTHATYOU ACTU-
ALLY HAVE A CLAIM AGAINSTTHE DEBTORS. YOU SHOULD NOT FILE AN AD-
MINISTRATIVE EXPENSE PROOF OF CLAIM IF YOU DO NOT HAVE A GENERAL
ADMINISTRATIVE EXPENSE CLAIM OR GOVERNMENTAL ADMINISTRATIVE
EXPENSE CLAIM AGAINST ANY OF THE DEBTORS. YOU SHOULD CONSULT
AN ATTORNEY IF YOU HAVE ANY QUESTIONS, INCLUDING WHETHER YOU
SHOULD FILE AN ADMINISTRATIVE EXPENSE PROOF OF CLAIM.(^1) Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Administrative Bar Date Order.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE
SOUTHERN DISTRICT OF TEXAS,CORPUS CHRISTI DIVISION
In re:
J.C.PENNEY COMPANY,INC.,et al.,^1
Debtors.
)
)
)
)
Chapter 11
Case No.20-20182 (DRJ)
(Jointly Administered)
Re: Docket No.1592
NOTICE OF SALE OF SUBSTANTIALLY
ALL OF THE DEBTORS’ASSETS
PLEASE TAKE NOTICEthat on October 20,2020,the above-captioned
debtors and debtors in possession (collectively, the “Debtors”) filed the
Debtors’ Emergency Motion for Entry of an Order (I) Authorizing (A) Entry
Into and Performance Under the Asset Purchase Agreement, (B) the Sale
of the OpCo Acquired Assets and the PropCo Acquired Assets Free and Clear
of Liens, Claims, Encumbrances, and Interests, and (C) Assumption and
Assignment of Executory Contracts and Unexpired Leases and (II) Granting
Related ReliefDocketNo.1592^2 withtheUnitedStates
Bankruptcy Court for the Southern District of Texas (the“Court”) seeking,
among other things,entry of an order (the“Sale Order”) authorizing and
approving: (i) the sale of the OpCo Acquired Assets to the OpCo Purchaser
and the sale of the PropCo Acquired Assets to the PropCo Purchaser, in
each case free and clear of liens, claims, encumbrances, and interests on
the terms set forth in the Asset Purchase Agreement (the“Sale”); (ii) the
assumption and assignment procedures and designation rights with
respect to the Debtors’ executory contracts and unexpired leases; and
(iii)grantingrelatedrelief.
PLEASE TAKE FURTHER NOTICEthat a status conference regarding
the Sale Motion (the “Status Conference”) will be held onOctober 26,
2020, at 3:00 p.m. (prevailing Central Time), before the Honorable
David R. Jones, In the United States Bankruptcy Court for the Southern
District of Texas, located at Courtroom 400, 4th Floor, 515 Rusk Avenue,
Houston,Texas,77002.
PLEASE TAKE FURTHER NOTICEthat a hearing (the“Sale Hearing”)
to consider the proposed Sale will be held onNovember 2, 2020, at
1:00 p.m. (prevailing Central Time), before the Honorable David R.
Jones, in the United States Bankruptcy Court for the Southern District of
Texas, located at Courtroom 400, 4th Floor, 515 Rusk Avenue, Houston,
Texas, 77002. Instructions to access the Sale Hearing are set forth in the
SaleMotion.
PLEASE TAKE FURTHER NOTICEthat the Sale Hearing may be
continuedfromtimetotimebytheCourtortheDebtorswithoutfurther
noticeother than by such adjournment being announced at the Status
Conference, in open court, or by a notice of adjournment filed with the
Court.
PLEASETAKE FURTHER NOTICEthat objections to the proposed Sale
(a“Sale Objection”) if any,must (a) be in writing,(b) state,with specificity,
the legal and factual bases thereof,(c) be filed with the Court by no later
thanNovember 2, 2020, at 1:00 p.m. (prevailing Central Time)
and (d) be served on: (i) counsel to the Debtors, Kirkland & Ellis LLP, 601
LexingtonAvenue,NewYork,NY10022,Attn:AparnaYenamandra(aparna.
[email protected]), Rebecca Blake Chaikin (rebecca.chaikin@
kirkland.com), and Jake William Gordon ([email protected]);
(ii) co-counsel to the Debtors,JacksonWalker L.L.P.,1401 McKinney Street,
Suite 1900,Attn:Matthew D.Cavenaugh ([email protected]),Jennifer
F. Wertz ([email protected]), Kristhy M. Peguero ([email protected]), and
Veronica A.Polnick ([email protected]);(iii) counsel to the OpCo Purchaser,
Paul,Weiss,Rifkin,Wharton & Garrison LLP,1285 Avenue of the Americas,
New York, NY 10019, Attn: Brian S. Hermann (bhermann@paulweiss.
com), Andrew M. Parlen ([email protected]), and Sarah Harnett
([email protected]); (iv) the United States Trustee, Attn: Stephen
Statham, Esq. ([email protected]) and Hector Duran, Esq.
([email protected]); (v) counsel to the administrative agent for
the Debtors’prepetition revolving credit facility,Otterbourg P.C.,230 Park
Avenue, 30th Floor,New York,New York 10169, Attn:Daniel F.Fiorillo,Esq.
([email protected]),and Chad B.Simon,Esq.(csimon@otterbourg.
com); (vi) counsel to the First Lien Group of certain first lien creditors,
Milbank LLP, 55 Hudson Yards, New York, New York 10001, Attn: Dennis
F. Dunne ([email protected]), Brian Kinney (bkinney@milbank.
com), and Spencer Pepper ([email protected]); (vii) co-counsel to
the Committee, Cooley LLP, 55 Hudson Yards, New York, New York 10001,
Attn: Cathy Hershcopf ([email protected]), Summer M. McKee, \
([email protected]), and Lauren A. Reichardt ([email protected])
and Cole Schotz P.C., 1325 Avenue of the Americas, 19th Floor, New York,
New York 10019,Attn:SethVan Aalten ([email protected]) and
Sarah A. Carnes ([email protected]); and (viii) any other party that
hasrequestednoticepursuanttoBankruptcyRule2002.
PLEASE TAKE FURTHER NOTICEthat objections to a proposed
assumption and assignment of any contract or lease in connection
with the Sale, the proposed Cure Cost with respect thereto, or adequate
assurance of OpCo Purchaser’s or PropCo Purchaser’s, as applicable,
ability to perform (an“Assignment Objection”) shall be governed by the
Assignment Procedures attached as Exhibit C to the Sale Motion. Any
properly and timely filed Assignment Objections that cannot be resolved
by the parties will be heard at a dedicated hearing to be scheduled by
the Debtors on no less than 14 days’ notice unless the Debtors and the
objecting parties agree to a different time, in each case subject to Court
availability. Any contract or lease subject to an unresolved Assignment
Objection as of the applicable Closing shall not be assumed by the Debtors
and assigned to the applicable Purchaser until such objection is resolved
byagreementofthepartiesorfurtherorderoftheCourt.
PLEASE TAKE FURTHER NOTICE THAT YOU ARE RECEIVING
THIS SALE HEARING NOTICE BECAUSE YOU ARE A CREDITOR OR
CONTRACT COUNTERPARTY OF THE DEBTORS, OR OTHERWISE
HAVE BEEN IDENTIFIED BY THE DEBTORS AS AN ENTITY WITH A
PARTICULARIZED INTEREST IN THE SALE HEARING, AND THAT ANY
PARTY OR ENTITY WHO FAILS TO TIMELY MAKE AN OBJECTION TO
THE SALE ON OR BEFORE THE SALE HEARING IN ACCORDANCE WITH
THE SALE MOTION SHALL BE FOREVER BARRED FROM ASSERTING
ANY OBJECTION TO THE SALE, INCLUDING WITH RESPECT TO THE
TRANSFER OF THE DEBTORS’ASSETS FREE AND CLEAR OF ALL LIENS,
CLAIMS,ENCUMBRANCES,ANDINTERESTS,EXCEPTASSETFORTHIN
THEASSETPURCHASEAGREEMENT.
GENERAL RELEASE. THE ASSET PURCHASE AGREEMENT AND
PROPOSED SALE ORDER EACH INCLUDE A GENERAL RELEASE OF
THE PURCHASERS, CERTAIN INDIVIDUALS AFFILIATED WITH THE
PURCHASERS,ANDTHEACQUIREDASSETS.
AdditionalInformation
PLEASE TAKE FURTHER NOTICEthat copies of the Sale Motion,
exhibits thereto, the Asset Purchase Agreement, and any other related
documents filed with the Court are available: (a) upon request to Prime
Clerk LLC (the noticing and claims agent to be retained in these chapter
11 cases) by calling (877) 720-6576 (toll free) or,for international callers,
(646)979-4417;(b)byvisitingthewebsitemaintainedinthesechapter11
cases athttp://cases.primeclerk.com/JCPenney; or (c) for a fee via
PACERbyvisitinghttp://www.txsb.uscourts.gov.
October 21,2020,/s/ Matthew D. Cavenaugh ,JACKSON WALKER L.L.P.,
Matthew D.Cavenaugh (TX Bar No. 24062656), Jennifer F. Wertz (TX
Bar No. 24072822), Kristhy M. Peguero (TX Bar No. 24102776), Veronica
A. Polnick (TX Bar No. 24079148), 1401 McKinney Street, Suite 1900,
Houston, Texas 77010, Telephone: (713) 752-4200, Facsimile: (713) 752-
4221, Email: [email protected], [email protected], [email protected],
[email protected],Co-Counsel to the Debtors and Debtors in Possession
-and-KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL
LLP,Joshua A. Sussberg, P.C. (admittedpro hac vice), Christopher Marcus,
P.C. (admittedpro hac vice), Aparna Yenamandra (admittedpro hac vice),
601 Lexington Avenue,New York,New York 10022,Telephone:(212) 446-
4800, Facsimile: (212) 446-4900, Email: [email protected],
[email protected], [email protected],
Co-Counsel to the Debtors and Debtors in Possession
(^1) A complete list of each of the Debtors in these chapter 11 cases may
be obtained on the website of the Debtors’ claims and noticing agent at
http://cases.primeclerk.com/JCPenney.The location of Debtor J.C.Penney
Company,Inc.’sprincipalplaceofbusiness andtheDebtors’serviceaddress
inthesechapter11casesis6501LegacyDrive,Plano,Texas75024.
(^2) Capitalizedtermsusedbutnototherwisedefinedhereinshallhavethe
meaningsascribedtothemintheSaleMotion.
nytcooking.com
.