IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HAGGEN HOLDINGS, LLC, et al., 1 Debtors. Chapter 11 Case No. 15-11874 (KG) (Jointly Administered) HAGGEN OPCO SOUTH, LLC, vs. Plaintiff, Adv. Pro. No. 15-51368 (KG) HCP BURBANK TOWNE CENTER, LLC, Defendant. NOTICE OF AGENDA OF MATTERS SCHEDULED FOR HEARING ON NOVEMBER 24, 2015 AT 2:00 P.M. (ET) MATTERS GOING FORWARD 1. Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Assignment of Certain Executory Contracts and Leases [D.I. 262, 10/3/15] Related Documents: A. Declaration of Jonathan P. Goulding in Support of Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558), Haggen Operations Holdings, LLC (6341), Haggen Opco South, LLC (7257), Haggen Opco North, LLC (5028), Haggen Acquisition, LLC (7687), and Haggen, Inc. (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA 98226. 01:17979714.5
Assignment of Certain Executory Contracts and Leases [D.I. 264, 10/3/15] B. Declaration of Scott Moses in Support of Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases [D.I. 265, 10/3/15] C. Order Granting Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 and Fed. R. Bankr. P. 2002, 6004 and 6006 for Approval of (I) Global Bidding Procedures, (II) Bid Protections, (III) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (IV) Assumption and Assignment Procedures [D.I. 494, 10/19/15] D. Notice of Sale of Assets [D.I. 504, 10/22/15] E. Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 511, 10/22/15] F. Affidavit of Publication of the Notice of Sale of Assets in Los Angeles Times [D.I. 569, 11/2/15] G. Affidavit of Publication of the Notice of Sale of Assets in The Wall Street Journal for Western Distribution [D.I. 570, 11/2/15] H. Notice of Stores to be Included in Gobal Auction Scheduled for November 9, 10 and 11, 2015, Baseline Bids and Qualified Bidders [D.I. 644, 11/6/15] I. Notice of (I) Cancellation of Auctions and (II) Successful Bidders Solely with Respect to the Stalking Horse Packages [D.I. 645, 11/6/15] J. Debtors Omnibus Reply to Objections to Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases [D.I. 700, 11/12/15] 01:17979714.5 2
K. Notice of Successful Bidders and Back-Up Bidders for Stores Included in the Global Auction Held on November 9, 10 and 11, 2015 [D.I. 707, 11/12/15] L. Supplemental Notice of Proposed Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 720, 11/13/15] M. Notice of Filing of Forms of Asset Purchase Agreements and Lease Terminaton Agreements with Successful Bidders [D.I. 733, 11/16/15] N. Declaration of James Camp in Support of Objection by Camp/Tenneco General Partnership to Assumption and Assignment of Lease and Cure Amount [D.I. 779, 11/19/15] O. Declaration of Mike Moser Regarding Store No. 2204, for Property at 422 West Washington Street, San Diego, California [D.I. 785, 11/20/15] Response Deadline: November 19 at 6:00 p.m. (ET); Extended to November 20, 2015 at 11:00 a.m. (ET) for Oracle America, Inc. and HEC- RNBT LLC Sale Responses Received: A. Objection of United Food and Commercial Workers International Union to Certain Additional Stores Sales [D.I. 767, 11/19/15] B. Limited Objection and Reservation of Rights of Wells Fargo Bank, N.A. to Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Assignment of Certain Executory Contracts and Leases [D.I. 773, 11/19/15] C. Oracle s Rights Reservation Regarding Debtors 1) Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Assignment of Certain Executory Contracts and Leases and 2) Notice of Successful Bidder and Back-Up Bidders for Stores Included in the Global Auction Held on November 9, 10, and 11 2015 [D.I. 790, 11/20/15] 01:17979714.5 3
Cure and Adequate Assurance Responses Received: A. Objection of Moss Building I, LLC, Moss Building II, LLC, and Moss Building V, LLC to Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors (Regarding San Diego) [D.I. 577, 11/4/15] B. Objection to Cure Costs by Non-Debtor Counterparties Ronald Li and Betty Li, Trustees of the Li Family Trust Dated May 20, 2001, with Respect to Store No. 2148 [D.I. 582, 11/5/15] C. Objection to Cure Cost Amount Listed for Haggen Store No. 2208 by Camp/Tenneco [D.I. 589, 11/5/15] D. Objection of HEC RNBT LLC to Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 594, 11/6/15] E. Limited Objection of Sound Investment Northwest Properties, LLC to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 595, 11/6/15] F. Limited Objection of Donahue Schriber Realty Group, LP (Successor-in- Interest to DS Hawk Common Square, LLC) to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 596, 11/6/15] G. Objection of Redwood Santana, LLC, 850 Linden, LLC and Levon Investments, LLC to (1) Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases, and (2) Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 597, 11/6/15] H. Objection of Tustin Safe LLC to Debtors Notice of Cure [D.I. 599, 11/6/15] I. Limited Objection of Fairview Center, L.L.C. to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 600, 11/6/15] 01:17979714.5 4
J. Objection of Cole AB Lake Havasu City AZ, LLC and Cole AB Tucson AZ, LLC to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 609, 11/6/15] K. Objection of Canyon Gateway, LLC and Peckham Properties, Inc. to (1) Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Assignment of Certain Executory Contracts and Leases, and (2) Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 615, 11/6/15] L. Objection of Bethel GRF2, LLC to the Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 618, 11/6/15] M. Objection of Spirit SPE HG 2015-1, LLC to (1) Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases, and (2) Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 619, 11/6/15] N. Objection of T.G.F. Company to the Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 620, 11/6/15] O. Objection of 26 Del Sur Palms, LLC, DDR Corp., KFT Enterprises, No. 1, L.P., La Jolla Management, Regency Centers, L.P., Terramar Retail Properties, The Irvine Company, and Weingarten Realty Investors to the Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 626, 11/6/15] P. Objection of Antone Corp. to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 630, 11/6/15] 01:17979714.5 5
Q. Objection of Village Square Partners, LLC, to the Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 632, 11/6/15] R. Limited Objection of BRNK Simi Valley, LLC and BRNK Beaverton, LLC to Debtors Notice of Cure [D.I. 633, 11/6/15] S. Objection and Reservation of Rights of GIG TCG Wave Master Property Owner, LLC to Debtors Notice of Assumption, Assignment and Cure Amount with Respect to GIG TCG Wave Master Lease [D.I. 638 & 713, 11/6/15 & 11/13/15] T. Objection of Excel Anthem LLC to Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (A) Purchase Assignment of Certain Executory Contracts and Leases [D.I. 649, 11/9/15] U. Objection of Alton Plaza Development Company to Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases [D.I. 752, 11/18/15] V. Limited Objection and Reservation of Rights of IA San Pedro Garden, L.L.C. to any Potential Assumption and Assignment of Lease or Sublease Pursuant to the Global Bidding Procedures [D.I. 760, 11/19/15] W. Objection of Moneygram Payment Systems, Inc. to Supplemental Notice of Proposed Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 761, 11/19/15] X. Objection of VFPLM, LLC, to Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 762, 11/19/15] Y. Limited Objection of Alton Plaza Development Company to Debtors Notice of Successful Bidders and Back-Up Bidders for Stores Included in the Global Auction [D.I. 763, 11/19/15] Z. Limited Objection of DDR Corp., Regency Centers, L.P., and Terramar Retail Centers to the Debtors Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 764, 11/19/15] AA. Limited Objection of Fairview Center, L.L.C. to Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and 01:17979714.5 6
Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Assignment of Certain Executory Contracts and Leases [D.I. 765, 11/19/15] BB. CC. DD. EE. FF. GG. [SEALED] Objection of Levon Investments, LLC to Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Assignment of Certain Executory Contracts and Leases [D.I. 766, 11/19/15] Supplemental Objection of BRNK Simi Valley, LLC and BRNK Beaverton, LLC to Debtors Notice of Cure and Adequate Assurance of Future Performance of Proposed Assignees [D.I. 769, 11/19/15] Objection of Spirit SPE HG 2015-1, LLC to (1) Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases, and (2) Notice of Successful Bidders and Backup Bidders for Stores Included in Global Auction Held on November 9, 10 and 11, 2015 [D.I. 776, 11/19/15] Objection by Camp/Tenneco General Partnership to Assumption and Assignment of Lease and Cure Amount [D.I. 777, 11/19/15] Limited Objection of Antone Corp. to Notice of Sale to Successful Bidder and Back-Up Bidder for Store No. 2204 Included in the Global Auction Held on November 9, 10 and 11, 2015 [D.I. 780, 11/19/15] Reservation of Rights of HEC RNBT LLC to Debtors Motion to Approve Sale of Certain Assets Free and Clear of Liens, Claims, Interests and Encumbrances and Assumption and Assignment of Certain Executory Contracts and Leases [D.I. 788, 11/20/15] Status: This matter is going forward solely with respect to the non-stalking horse sales. As such, the Debtors have not included herein and for purposes of this 01:17979714.5 7
hearing any matters related to the Smart & Final and Gelson s stalking horse asset purchase agreements approved at the November 13, 2015 hearing. This matter is adjourned with respect to the proposed sale of Store #2150 to Roxy s Market, Store #2186 to RJS Investment Group, and Store #2191 to Carnival Supermarket Inc. The Debtors have fully resolved the objections of Li Family Trust, Cole AB Lake Havasu City AZ, LLC, Cole AB Tucson AZ, LLC, Canyon Gateway, LLC, Peckham Properties, Inc., Bethel GRF2, LLC, T.G.F. Company and Village Square Partners, LLC. The Debtors are working with the respondents to resolve the remaining cure and adequate assurance responses, and will advise the Court in the event that any resolutions are reached prior to the hearing. The Debtors anticipate filing a reply to certain of the sale and cure and adequate assurance responses prior to the reply deadline set forth in the bidding procedures order. 2. Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 302, 10/7/15] Related Documents: A. Declaration of A. Douglas Rickard in Support of Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 304, 10/7/15] B. Declaration of Jonathan P. Goulding in Support of Debtors Objection to Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 510, 10/22/15] C. Declaration of A. Douglas Rickard in Support of the Reply in Support of Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 659, 11/10/15] Response Deadline: October 22, 2015 at 4:00 p.m. (ET) Responses Received: D. Debtors Objection to Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 509, 10/22/15] E. Reply in Support of Motion of HCP Burbank Towne Center, LLC for Entry of an Order Granting Relief from the Automatic Stay [D.I. 658, 11/10/15] 01:17979714.5 8
Status: The Debtors are working with the movant to resolve this matter, and anticipate submitting a proposed form of order under certification of counsel prior to the hearing. This matter is going forward. 3. Emergency Motion of Wells Fargo Bank, N.A. to Compel Immediate Performance Under Unexpired Leases [D.I. 672, 11/10/15] Related Documents: A. Motion for an Order Shortening Notice with Respect to the Emergency Motion of Wells Fargo Bank, N.A. to Compel Immediate Performance Under Unexpired Leases [D.I. 673, 11/10/15] B. Order Shortening Notice with Respect to Emergency Motion of Wells Fargo Bank, N.A. to Compel Immediate Performance Under Unexpired Leases [D.I. 685, 11/12/15] Response Deadline: Responses Received: November 13, 2015 at 12:00 p.m. (ET) None Status: The Debtors are working with the movant to resolve this matter, and anticipate submitting a proposed form of order under certification of counsel prior to the hearing. This matter is going forward. 4. Pretrial Conference for Adversary Case No. 15-51368 Related Documents: A. Complaint for Declaratory Judgment, Breach of Contract, Tortious Interference, and Breach of the Implied Covenant of Good Faith and Fair Deadling [D.I. 1; 10/6/15] B. Summons and Notice of Pretrial Conference in an Adversary Proceeding [D.I. 2; 10/6/15] Response Deadline: November 5, 2015 at 4:00 p.m. (ET) Responses Received: C. Defendant HCP Burbank Towne Center, LLC s Motion to Dismiss the Complaint [D.I. 7, 11/5/15] D. Defendant HCP Burbank Towne Center, LLC s Opening Brief in Support of Motion to Dismiss the Complaint [D.I. 8, 11/5/15] 01:17979714.5 9
Status: The Debtors are working with the movant to resolve the related adversary proceeding and Item #2 above, and anticipate submitting a proposed form of order under certification of counsel prior to the hearing. This matter is going forward. Dated: November 20, 2015 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Robert F. Poppiti, Jr. Matthew B. Lunn (No. 4119) Robert F. Poppiti, Jr. (No. 5052) Ian J. Bambrick (No. 5455) Ashley E. Jacobs (No. 5635) Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 -and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola (admitted pro hac vice) Sayan Bhattacharyya (admitted pro hac vice) Elizabeth Taveras (admitted pro hac vice) 180 Maiden Lane New York, New York 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION 01:17979714.5 10