Chapter 11 LUCKY’S MARKET PARENT COMPANY,number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating

75364558.4

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1

Debtors.

Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Objection Deadline: December 7, 2020 at 4:00 p.m. (ET) Hearing Date: December 14, 2020 at 10:00 a.m. (ET)

THIRD MOTION OF DEBTORS FOR ENTRY OF A SEVENTH ORDER EXTENDING

THE EXCLUSIVITY PERIODS FOR THE FILING OF A CHAPTER 11 PLAN AND SOLICITATION OF ACCEPTANCES THEREOF

The above-captioned debtors and debtors in possession (the “Debtors”) hereby move (the

“Motion”) pursuant to section 1121(d) of title 11 of the United States Code (the “Bankruptcy

Code”), for entry of an order substantially in the form attached hereto as Exhibit A (the

“Proposed Order”) extending the periods during which the Debtors have the exclusive right to

file a chapter 11 plan (the “Exclusivity Period”) and to solicit acceptances thereof (the

“Exclusive Solicitation Period”) through and including March 1, 2021, and April 28, 2021,

respectively. In further support of the Motion, the Debtors, by and through their undersigned

counsel, respectfully represent:

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).

Case 20-10166-JTD Doc 1281 Filed 11/30/20 Page 1 of 27

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PRELIMINARY STATEMENT

1. Before the Petition Date (as defined below), the Debtors operated small format

grocery stores that offered affordable organic and locally-grown fruits and vegetables, top-

quality, naturally raised meats and seafood, and fresh, daily prepared foods. The Debtors’

emphasized carrying the highest-quality products at the lowest prices, with the mission of

providing “Organic for the 99%”. Their stores offered a broad range of grocery items through the

Debtors’ “L” private label at great value, which had no artificial colors, flavors or preservatives.

2. By the end of 2019, the Debtors expanded to thirty-nine (39) stores across ten

states (each, a “Store”, and collectively, the “Stores”). As of the Petition Date, the Debtors

leased thirty-seven (37) Stores, and of those, Kroger entered into various guaranties of the

Debtors’ liabilities under thirty-one (31) store leases.

3. The Debtors seek entry of an order extending the Exclusivity Period and

Exclusive Solicitation Period by an additional ninety (90) days to allow the Debtors to continue

soliciting acceptance of the Plan and confirming the Plan (as defined below).

JURISDICTION AND VENUE

4. This Court has jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and

1334 and the Amended Standing Order of Reference from the United States District Court for

the District of Delaware, dated as of February 29, 2012. This is a core proceeding under 28

U.S.C. § 157(b). Under Local Rule 9013-1(f), the Debtors consent to entry of a final order under

Article III of the United States Constitution. Venue of these cases and the Motion in this district

is proper under 28 U.S.C. §§ 1408 and 1409.

5. The statutory predicate for the relief requested herein is Bankruptcy Code section

1121(d).


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PROCEDURAL BACKGROUND

6. On January 27, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

petition in this Court commencing a case for relief under chapter 11 of the Bankruptcy Code and

on March 3, 2020, Lucky’s Farmers Market of Ellisville, LLC and Lucky’s Farmers Market of

Lexington, KY, LLC each filed a voluntary petition for relief under chapter 11 of the Bankruptcy

Code (the “Chapter 11 Cases”). The factual background regarding the Debtors, including their

business operations, their capital and debt structures, and the events leading to the filing of the

Chapter 11 Cases, is set forth in detail in the Declaration of Andrew T. Pillari, Chief Financial

Officer of Lucky’s Market Parent Company, LLC, in Support of Chapter 11 Petitions and First

Day Pleadings [Docket No. 47] (the “First Day Declaration”), which is fully incorporated

herein by reference.

7. As described in greater detail within the First Day Declaration, the Kroger Co., an

Ohio corporation (“Kroger” or the “Prepetition Secured Lender”) acquired a membership

interest in the Debtors in April 2016, and beginning in September 2016, extended credit on

secure basis to the Debtors.

8. The Debtors have continued to manage and operate their business as debtors in

possession pursuant to Bankruptcy Code sections 1107 and 1108. No trustee or examiner has

been requested in the Chapter 11 Cases.

9. On February 4, 2020, the Official Committee of Unsecured Creditors (the

“Committee”) was appointed by the Office of the United States Trustee [Docket No. 94].

SALE ORDERS

10. Between January 30, 2020 and February 13, 2020, the Debtors filed seven (7)

motions, requesting orders of the Court to, among other things, approve the bid procedures and

schedule an auction and sale hearing with respect to six (6) stalking horse agreements and


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remaining assets not subject to a stalking horse agreement, including, without limitation, certain

of the Debtors’ leases. See Docket No. 63 (the “Publix Sale Motion”); Docket No. 71 (the

“Aldi Sale Motion”); Docket No. 73 (the “LMAC Sale Motion”); Docket No. 72 (the “Seabra

Sale Motion”); Docket No. 97 (the “Winn-Dixie Sale Motion”); Docket No. 98 (the “Alvarez

Sale Motion,” together with the Publix Sale Motion, the Aldi Sale Motion, the LM Bidding

Procedures Motion, the Seabra Sale Motion, and the Winn-Dixie Sale Motion, the “Stalking

Horse Sale Motions”); and Docket No. 186 (the “Global Sale Motion”, together with the

Stalking Horse Sale Motions, the “Sale Motions”).

11. Between April 3, 2020 and May 11, 2020, the Court entered orders approving all

of the transactions contemplated by the successful bids and approved by the special committee of

the board of manager of the Debtors. See Docket No. 569 (the “Dave’s Supermarket Sale

Order”); Docket No. 574 (the “Schnuck Markets Sale Order”); Docket No. 589 (the “Oryana

Sale Order”); Docket No. 590 (the “LM Acquisitions Sale Order”); Docket No. 618 (the

“Seabra Sale Order”); Docket No. 619 (the “Dollar General Sale Order”); and Docket No.

629 (the “Winn-Dixie Sale Order”); Docket No. 659 (the “Publix Sale Order”); Docket No.

673 (the “Aldi Sale Order”); Docket No. 702 (the “Alvarez Sale Order”); Docket Nos. 706 and

715 (the “Publix/Clermont Sale Order”). Certain of the foregoing Court-approved sales have

closed; however, the Debtors still have Publix/Clermont and ALDI/Gateway Shoppes to close.

12. On July 10, 2020, the Court entered an Order (I) Approving Bid Procedures in

Connection with the Potential Sale of Certain of the Debtors’ Assets, (II) Scheduling an Auction

and a Sale Hearing, (III) Approving the Form and Manner of Notice Thereof, (IV) Authorizing

the Debtors to Enter into the Stalking Horse Agreement, (V) Approving Bid Protections, (VI)

Approving Procedures for the Assumption and Assignment of Contracts and Leases, and (VII)


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Granting Related Relief (M.B.D. Properties, LLC) [Docket No. 864], which related to Panama

City assets (the “M.B.D. Bid Procedures Order”).

13. On August 12, 2020, the Court entered an Order (I) Authorizing the Private Sale

of Certain of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and

Interests, (II) Authorizing the Assumption and Assignment of Contracts and Leases, and (III)

Granting Related Relief (VW Credit Leasing, LTD) [Docket No. 930] (the “Motor Vehicle

Private Sale Order”), which approved the sale of a Motor Vehicle Asset, a 2015 GMC Yukon

and the assignment of Motor Vehicle Leases, for a 2019 Audi S5 and a 2019 Audi Q8, to the

Purchaser, Bo Sharon.

14. On August 18, 2020, the Court entered an Order (I) Approving the Sale of Certain

of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, and

(II) Granting Related Relief (M.B.D. Properties, LLC) [Docket No. 951], which related to

Panama City assets (the “M.B.D. Sale Order”).

15. On August 24, 2020, the Debtors filed a Motion for Entry of an Order (I)

Authorizing the Private Sale of Certain of the Debtors’ Assets Free and Clear of All Liens,

Claims, Encumbrances and Interests, (II) Authorizing the Assumption and Assignment of

Contracts and Leases, and (III) Granting Related Relief (Aldi (Florida) LLC) [Docket No. 975]

(the “Aldi Private Sale Motion”). Initially, the Aldi Private Sale Motion related to two Kroger

guaranteed leases: the Cape Coral Lease and the Clearwater Lease.2 On October 22, 2020, the

Court entered an Order Approving Stipulation Between Debtor Lucky’s Market Operating

Company, LLC and SB-VETS-1, LLC [Docket No. 1138], which approved the stipulation

2 SB-Vets-1, LLC (the “Cape Coral Landlord”), along with the Debtors are parties to a lease dated March 20, 2018, as amended, related to 2605 Santa Barbara Blvd., Cape Coral, Florida (the “Cape Coral Lease”). Gulf to Bay LM, LLC, as successor in interest to Dixit Properties, LLC (the “Clearwater Landlord”) along with the Debtors are parties to a lease dated June 14, 2018, as amended, related to 2150 Gulf to Bay Boulevard, Clearwater Florida 33765 (the “Clearwater Lease”).


6 75364558.4

between the Debtors and Cape Coral Landlord memorializing the rejection and termination of

the Cape Coral Lease as of October 14, 2020. The Aldi Private Sale Motion as it relates to the

Clearwater Landlord is scheduled to be heard on November 24, 2020, subject to further

adjournment by agreement of the parties.

CLAIM RECONCILIATION

16. On March 25, 2020, the Court entered an Order (I) Establishing the Bar Dates for

Filing Proofs of Claim, Including Section 503(b)(9) Claims and (II) Approving Form and

Manner of Notice Thereof [Docket No. 507] (the “Bar Date Order”).

17. The Bar Date Order established April 24, 2020, as the bar date deadline for all

persons and entities holding or asserting a claim, including section 503(b)(9) administrative

priority claims against the Debtors arising on or before the Petition Date (the “General Bar

Date”) to file proofs of claim in these Chapter 11 Cases and July 27, 2020, as the deadline for

governmental units to file proofs of claim in these Chapter 11 Cases (the “Governmental Bar

Date”). The Bar Date Order established the later of the General Bar Date or twenty-one (21)

days after a claimant is served with notice that the Debtors amended the Schedules, reducing,

deleting, or changing the status of a Claim in the Schedules to file a proof of claim with respect

to such Claim (the “Amended Schedule Bar Date”). Further, the Bar Date Order established the

latest of the General Bar Date, thirty (30) days after the date of the entry of any order authorizing

the rejection of such executory contract or unexpired lease, or thirty (30) days after the effective

date of the rejection of such executory contract or unexpired lease, including pursuant to 11

U.S.C. § 365(d)(4), as the date by which a proof of claim form relating to the Debtors’ rejection

of such executory contract or unexpired lease must be filed (the “Rejection Claim Bar Date”).


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18. On May 22, 2020, the Debtors filed the First (Non-Substantive) Omnibus

Objection to Certain (I) Amended Claims and (II) Duplicative Claims [Docket No. 752] (the

“First Omnibus Objection”) and the Second (Substantive) Omnibus Objection to Certain (I)

Misclassified Claims, (II) Modified Claims, and (III) No Liability Claims [Docket No. 753] (the

“Second Omnibus Objection”).

19. On June 22, 2020, the Court entered an Order Granting the First Omnibus

Objection [Docket No. 815] (the “First Omnibus Order”) and an Order Granting the Second

Omnibus Objection [Docket No. 816] (the “Second Omnibus Order”).

20. On June 26, 2020, the Debtors filed the Third (Non-Substantive) Omnibus


“Third Omnibus Objection”) and the Fourth (Substantive) Omnibus Objection to Certain (I)

Misclassified Claims, (II) Modified Claims, and (III) No Liability Claims [Docket No. 836] (the

“Fourth Omnibus Objection”).

21. On July 23, 2020, the Court entered an Order Granting the Third Omnibus

Objection [Docket No. 894] (the “Third Omnibus Order”) and an Order Granting the Fourth

Omnibus Objection [Docket No. 895] (the “Fourth Omnibus Order”).

22. On July 28, 2020 the Debtors filed the Fifth (Non-Substantive) Omnibus


“Fifth Omnibus Objection”) and the Sixth Omnibus Objection to Certain (I) Misclassified

Claims, (II) Modified Claims, and (III) No Liability Claims [Docket No. 905] (the “Sixth

Omnibus Objection”).


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23. On August 24, 2020, the Court entered an Order Granting the Fifth Omnibus

Objection [Docket No. 969] (the “Fifth Omnibus Order”) and an Order Granting the Sixth

Omnibus Objection [Docket No. 970] (the “Sixth Omnibus Order”).

24. On September 14, 2020 the Debtors filed the Seventh (Substantive) Omnibus

Objection to Certain (I) Misclassified Claims, (II) Modified Claims, and (III) No Liability Claims

[Docket No. 1046] (the “Seventh Omnibus Objection”).

25. On October 14, 2020, the Court entered an Order Granting the Seventh Omnibus

Objection [Docket No. 1118] (the “Seventh Omnibus Order”)

26. On October 23, 2020, the Debtors filed the Eighth (Non-Substantive) Omnibus


“Eighth Omnibus Objection”) and the Ninth Omnibus Objection to Certain (I) Misclassified

Claims, (II) Modified Claims, and (III) No Liability Claims [Docket No. 1141] (the “Ninth

Omnibus Objection”).

27. On November 13, 2020, the Debtors Tenth (Substantive) Omnibus Objection to

Certain (I) Amended Claims, (II) Misclassified Claims, (III) Modified Claims, and (IV) No

Liability Claims [Docket No. 1214] (the “Tenth Omnibus Objection”)

28. On November 19, 2020, the Court entered an Order Granting the Eighth Omnibus

Objection [Docket No. 1235] (the “Eighth Omnibus Order”). On November 20, 2020, the

Court entered an Order Granting the Ninth Omnibus Objection [Docket No. 1243] (the “Ninth

Omnibus Order”).

29. The Debtors expect to file additional non-substantive and substantive omnibus

claim objections to facilitate the orderly administration of the estates.


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LITIGATION

30. On February 3, 2020, Laura Forsyth, on behalf of herself and on behalf of all

others similarly situated, filed a Class Action Adversary Proceeding Complaint against the

Debtors [Adv. Pro. 20-50449; Docket No. 1] (the “WARN Act Complaint”). On April 27, 2020,

the Debtors filed an Answer to the WARN Act Complaint [Adv. Pro. 20-50449; Docket No. 6]

(the “WARN Act Answer”, and together with the WARN Act Complaint, the “WARN Act

Litigation”). On May 28, 2020, the Court entered the Scheduling Order [Adv. Pro. 20-50449;

Docket No. 12] (the “WARN Act Litigation Scheduling Order”). On July 2, 2020, the Debtors

filed a Notice of Service of Defendants’ Rule 26 Initial Disclosures [Adv. Pro. 20-50449; Docket

No. 13]. On September 3, 2020, the Court entered an Order Approving Stipulation Extending the

Deadlines set forth in the WARN Act Litigation Scheduling Order [Adv. Pro. 20-50449; Docket

No. 16]. On September 22, 2020, the Warn Act Plaintiffs filed a Motion to Allow the Plaintiff’s

Motion for (A) Class Certification, (B) Appointment of Class Representative, (C) Appointment of

Class Counsel, (D) Approval of the Form and Manner of Class Notice, and (E) Such Other and

Further Relief as this Court may Deem Appropriate [Adv. Pro. 20-50449; Docket No. 17]. The

WARN Act Litigation is on-going and set for mediation on before Ret. Judge Judith K.

Fitzgerald on December 3, 2020.

31. On April 24, 2020, ATA Forum Louisville, KY, LLC (“ATA”) filed A Motion for

Allowance of Administrative Claims under 11 U.S.C. §§ 105, 503(b), and 365(d)(3) [Docket No.

656] (the “ATA Administrative Claim Motion”). On June 17, 2020, the Debtors filed an

Objection to the ATA Administrative Claim Motion [Docket No. 805] (the “Debtors’ ATA

Objection”), the Committee filed an Objection to the ATA Administrative Claim Motion

[Docket No. 806] (the “Committee’s ATA Objection”). On July 2, 2020, ATA filed a Reply in


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support of the ATA Administrative Claim Motion [Docket No. 849] (the “ATA Reply”, and

together with the ATA Administrative Claim Motion, the Debtors’ ATA Objection, and the

Committee’s ATA Objection, the “ATA Litigation”). After robust oral and written discovery, as

well as several amendments to the evidentiary hearing schedule, the Court conducted an

extensive evidentiary hearing on November 3, 2020. Unfortunately, ATA was not able to

complete its case in chief during the full-day evidentiary hearing. The Court has assigned

December 11, 2020 at 9:00 a.m. prevailing Eastern Time as the continued evidentiary hearing

date and instructed the parties to conclude the hearing on such date.

32. On June 30, 2020, the Debtors commended an adversary proceeding by filing a

Complaint for Damages and Specific Performance against Winn-Dixie Stores, Inc. and

Southeastern Grocers, Inc. [Adv. Pro. 20-50631; Docket No. 1] (the “Bonita Springs

Complaint”). On July 30, 2020, Winn-Dixie Stores, Inc. filed an Answer to the Bonita Springs

Complaint [Adv. Pro. 20-50631; Docket No. 4] (the “Winn-Dixie Answer”). Winn-Dixie Stores,

Inc. and Southeastern Grocers, Inc. filed a Motion to Dismiss Count I as to Both Defendants and

to Dismiss Defendant Southeastern Grocers, Inc. in its Entirety for Lack of Privity of Contract

[Adv. Pro. 20-50631; Docket No. 5] (the “Winn-Dixie Motion to Dismiss” and “Southeastern

Grocers, Inc. Motion to Dismiss”) and a Memorandum of Law in Support of the Motion to

Dismiss [Adv. Pro. 20-50631; Docket No. 6] (the “Defendant’s Memorandum of Law”). On

August 20, 2020, the Debtors filed a Stipulation of Dismissal with Prejudice of Complaint Solely

Against Southeastern Grocers, Inc. [Adv. Pro. 20-50631; Docket No. 15] (“Stipulation of

Dismissal of Southeastern Grocers, Inc.”). On August 24, 2020, the Debtors filed a Notice of

Service of Initial Disclosures of Debtors [Adv. Pro. 20-50631; Docket No. 16] and an Answering

Brief in response to the Winn-Dixie Motion to Dismiss (the “Answering Brief” and together


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with the Bonita Springs Complaint, Winn-Dixie Answer, Winn-Dixie Motion to Dismiss, and

Defendant’s Memorandum of Law, the “Bonita Springs Litigation”). Winn-Dixie Stores, Inc.

filed a Notice of Service of Initial Disclosures on August 27, 2020 [Adv. Pro. 20-50631; Docket

No. 18]. On September 8, 2020, Winn-Dixie filed a Reply to the Answering Brief [Adv. Pro. 20-

50631; Docket No. 19] (the “Winn-Dixie Reply” and together with the Bonita Springs

Complaint, Winn-Dixie Answer, Winn-Dixie Motion to Dismiss, Defendant’s Memorandum of

Law, and Answering Brief the “Bonita Springs Litigation”). On September 15, 2020, the

Debtors filed a Request for Oral Argument [Adv. Pro. 20-50631; Docket No. 20]. On September

16, 2020, the Debtors filed a Notice of Completion of Briefing [Adv. Pro. 20-50631; Docket No.

21]. On September 17, 2020, the Court entered an Order Assigning Adversary Proceeding to

Mediation and Setting Mediation Deadlines [Adv. Pro. 20-50631; Docket No. 23]. The Bonita

Springs Litigation is on-going and the Debtors and Defendant are actively engaged in discovery

and awaiting the Court to rule on the Motion to Dismiss.

EXECUTORY CONTRACTS AND LEASES

33. On February 25, 2020, the Court entered an Order Extending the Deadline to

Assume or Reject Executory Contracts, Unexpired Leases and Nonresidential Real Property

[Docket No. 264] (the “Assumption or Rejection Deadline Extension Order”), which

extended the Debtors’ time to assume or reject any unexpired lease of nonresidential real

property through and including the earlier of (i) August 24, 2020, and (ii) the date of entry of an

order confirming a plan in these Chapter 11 Cases.

34. On February 25, 2020, the Court entered an Order (I) Authorizing the Rejection of

Certain Executory Contracts Effective Nunc Pro Tunc to the Petition Date, and (II) Granting

Related Relief [Docket No. 270] (the “First Omnibus Rejection Order”).


12 75364558.4

35. On March 12, 2020, the Court entered an Order (I) Authorizing (A) the Rejection

of Certain Unexpired Leases and Contracts and (B) the Abandonment of Certain Personal

Property, if Any, Each Effective Nunc Pro Tunc to February 29, 2020 and (II) Granting Related

Relief [Docket No. 406] (the “Second Omnibus Rejection Order”).

36. On April 9, 2020, the Court entered an Order (I) Authorizing (A) the Rejection of

Certain Unexpired Leases and Contracts and (B) the Abandonment of Certain Personal

Property, if Any, Each Effective Nunc Pro Tunc to March 31, 2020 and (II) Granting Related

Relief [Docket No. 587] (the “Third Omnibus Rejection Order”).

37. On May 27, 2020, the Court entered an Order (I) Authorizing the Rejection of

Certain Executory Contracts Effective Nunc Pro Tunc to April 30, 2020 and (II) Granting

Related Relief [Docket No. 766] (the “Fourth Omnibus Rejection Order”).

38. On June 16, 2020, the Court entered an Order (I) Authorizing (A) the Rejection of

Headquarters Lease and (B) the Abandonment of Certain Personal Property, if Any, Each

Effective Nunc Pro Tunc to May 31, 2020 and (II) Granting Related Relief [Docket No. 803] (the

“Headquarters Lease Rejection Order”).

39. On July 10, 2020, the Court entered an Order (I) Authorizing (A) the Rejection of

Certain Unexpired Leases and Contracts and (B) the Abandonment of Certain Personal

Property, if Any, Each Effective Nunc Pro Tunc to June 30, 2020 and (II) Granting Related

Relief [Docket No. 865] (the “Fifth Omnibus Rejection Order”).

40. On August 12, 2020, the Court entered an Order (I) Authorizing (A) the Rejection

of Certain Executory Contracts Effective Nunc Pro Tunc to July 31, 2020 and (II) Granting

Related Relief [Docket No. 931] (the “Sixth Omnibus Rejection Motion”, and together with the

First Omnibus Rejection Order, Second Omnibus Rejection Order, Third Omnibus Rejection


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Order, Fourth Omnibus Rejection Order, and Headquarters Lease Rejection Order, and Fifth

Omnibus Rejection Order, the “Rejection Orders”).

41. During the Chapter 11 Cases, as discussed above, the Debtors sold twelve (12)

Kroger guaranteed leases. See generally Docket Nos. 574, 590, 618, 629, 659, 673, and 755.

42. On August 24, 2020, the Debtors filed a Motion for Authority (I) to Assume and

Assign Certain Unexpired Leases of Non-Residential Real Property and (II) Granting Related

Relief [Docket No. 977] (the “Kroger LM Lease Assignment Motion”). The Debtors seek to

unequivocally assign twelve (12) Kroger guaranteed leases to Kroger LM Real Estate Holdings,

LLC, an Ohio limited liability company, which is a wholly owned subsidiary of The Kroger Co.

(“Kroger LM”).3 The Kroger LM Lease Assignment Motion has been adjourned with the

affirmative agreement of all affected landlords to the hearing scheduled on December 14, 2020.

The Debtors anticipate that a consensual proposed form of order will be presented to the Court.

43. On August 25, 2020, the Court entered an Order Approving Stipulation Between

Debtor Lucky’s Market Operating Company, LLC and Boca Raton Landlord Glades 95th LLC

[Docket No. 981], which acknowledged that the Boca Raton Lease, a Kroger guaranteed lease,

was rejected on August 24, 2020.4

44. On August 25, 2020, the Court entered an Order Approving Stipulation for

Extension of Deadline for Debtors to Assume or Reject the Neptune Lease [Docket No. 982],

which extended the deadline for the Debtors to assume or reject the Neptune Lease, a Kroger

guaranteed lease, to October 23, 2020.5 On October 29, 2020, the Court entered an Order

3 Initially, the Debtors sought to assume and assign thirteen (13) lease agreement to Kroger LM; however, the Port Charlotte Lease is no longer the subject of the Kroger LM Lease Assignment Motion, as fully described herein. 4 Glades 95th LLC (the “Boca Raton Landlord”) and the Debtor Lucky’s Market Operating Company, LLC are parties to a lease dated May 14, 2018, as amended, related to a first class grocery store at the intersection of Glades Road and U.S. Highway 441, Boca Raton, Florida (the “Boca Raton Lease”). 5 Neptune Beach FL Realty LLC (the “Neptune Landlord”) and the Debtors are parties to a lease dated August 14, 2018, as amended, related to 580 Atlantic Blvd., Neptune, Florida 32266 (the “Neptune Lease”).


14 75364558.4

Approving Second Stipulation for Extension of Deadline for Debtors to Assume or Reject the

Neptune Lease [Docket No. 1151], which extended the deadline to assume or reject the Neptune

Lease to December 22, 2020.

45. On August 25, 2020, the Court entered an Order Approving Stipulation for

Extension of Deadline for Debtors to Assume or Reject the Bradenton Lease [Docket No. 980],

which extended the deadline for the Debtors to assume or reject the Bradenton Lease, a Kroger

guaranteed lease, to September 23, 2020.6 On September 23, 2020, the Court entered the Order

Approving Second Stipulation for Extension of Deadline for Debtors to Assume or Reject the

Bradenton Lease [Docket No. 1077], which extended the deadline to October 8, 2020. On

October 8, 2020, the Court entered an Order Approving Third Stipulation for Extension of

Deadline for Debtors to Assume or Reject the Bradenton Lease [Docket No. 1102], which

extended the deadline to October 16, 2020. On October 16, 2020, the Court entered an Order

Approving Fourth Stipulation for Extension of Deadline for Debtors to Assume or Reject the

Bradenton Lease [Docket No. 1127], which further extended the deadline to October 23, 2020.

On October 29, 2020, the Court entered an Order Approving Fifth Stipulation for Extension of

Deadline for Debtors to Assume or Reject the Bradenton Lease [Docket No. 1150], which

extended the deadline to assume or reject the Bradenton Lease to October 30, 2020. On October

30, 2020, the Court entered an Order Approving Sixth Stipulation for Extension of Deadline for

Debtors to Assume or Reject the Bradenton Lease [Docket No. 1174], which extended the

deadline to assume or reject the Bradenton Lease to November 3, 2020, and on November 4,

2020 the Court entered an Order Approving Seventh Stipulation for Extension of Deadline for

6 BRNK Bradenton, LLC (the “Bradenton Landlord”) and the Debtors are parties to a lease dated October 4, 2018, related to 7415 Manatee Ave W., Bradenton, Florida (the “Bradenton Lease”).


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Debtors to Assume or Reject the Bradenton Lease [Docket No. 1185], which extended the

deadline to assume or reject the Bradenton Lease to January 4, 2021.

46. On September 14, 2020, the Court entered an Agreed Order Rejecting and

Terminating Lease of Real Property Between Debtor Lucky’s Market Operating Company, LLC

and Tamiami Investment Partners, LLC and Releasing Certain Claims [Docket No. 1044], which

acknowledged the Port Charlotte Lease, a Kroger guaranteed lease, was rejected and terminated

as of September 14, 2020.7

EXCLUSIVITY PERIOD EXTENSIONS

47. On May 19, 2020, the Debtors filed the first Motion for Entry of an Order

Extending the Exclusivity Periods for the Filing of a Chapter 11 Plana and Solicitation Thereof

[Docket No. 729] (the “First Motion to Extend Exclusivity Periods”). In the absence of the

First Motion to Extend Exclusivity Periods, the initial Exclusivity Period and Exclusive

Solicitation Period would have expired on May 26, 2020, and July 25, 2020, respectively, by

operation of law.

48. On June 16, 2020, the Court granted the First Motion to Extend Exclusivity

Periods and entered an Order Extending the Exclusivity Periods for the Filing of a Chapter 11

Plan and Solicitation of Acceptances Thereof [Docket No. 804] (the “First Exclusivity Order”),

which extended the Exclusivity Period to July 31, 2020 and the Exclusive Solicitation Period to

September 29, 2020. The First Exclusivity Order provided that with the consent of the

Committee and Prepetition Secured Lender, the Debtors had the right to file under certification

7 Franklin Land Associates, LLC and the Debtor Lucky’s Market Operating Company, LLC were parties to a lease dated March 14, 2018, for certain premises located in a shopping center commonly known as “Port Charlotte Marketplace” in the City of Port Charlotte, Charlotte County, State of Florida (the “Port Charlotte Lease”), which was assigned to Tamiami Investment Partners, LLC (the “Port Charlotte Landlord”) by that certain Assignment of Shopping Center Lease dated May 29, 2018.


16 75364558.4

of counsel a further order extending the Exclusivity Period to August 31, 2020 and the Exclusive

Solicitation Period to October 30, 2020.

49. On July 30, 2020, the Court entered a Second Order Extending the Exclusivity

Periods for the Filing of a Chapter 11 Plan and Solicitation of Acceptances Thereof [Docket No.

910] (the “Second Exclusivity Order”). The Second Exclusivity Order extended the Exclusivity

Period through and including August 14, 2020 and the Exclusive Solicitation Period to October

13, 2020. The Second Exclusivity Order provided that with the consent of the Committee and

Prepetition Secured Lender, the Debtors had the right to file under certification of counsel a

further order extending the Exclusivity Period to August 31, 2020 and the Exclusive Solicitation

Period to October 30, 2020.

50. On August 11, 2020, the Court entered a Third Order Extending the Exclusivity


925] (the “Third Exclusivity Order”). The Third Exclusivity Order extended the Exclusivity

Period to August 31, 2020 and the Exclusive Solicitation Period to October 30, 2020.

51. On August 31, 2020, the Debtors filed the Second Motion of Debtors for Entry of

a Fourth Order Extending the Exclusivity Periods for the Filing of a Chapter 11 Plan and

Solicitation of Acceptances Thereof [Docket No. 997] (the “Second Motion to Extend

Exclusivity Periods”).

52. On September 10, 2020, the Court entered the Fourth Order Extending the

Exclusivity Periods for the Filing of a Chapter 11 Plan and Solicitation of Acceptances Thereof

[Docket No. 1028] (the “Fourth Exclusivity Order”), which granted the Second Motion to

Extend Exclusivity Periods, extended the Exclusivity Period to October 2, 2020 and the

Exclusive Solicitation Period to December 1, 2020, and provided that with the consent of the


17 75364558.4

Committee and Prepetition Secured Lender, the Debtors had the right to file under certification

of counsel a further order extending the Exclusivity Period to November 30, 2020 and the

Exclusive Solicitation Period to January 28, 2021.

53. On September 30, 2020, the Court entered the Fifth Order Extending the

Exclusivity Periods for the Filing of a Chapter 11 Plan and Solicitation of Acceptances Thereof

[Docket No. 1090] (the “Fifth Exclusivity Order”). The Fifth Exclusivity Order extended the

Exclusivity Period to October 16, 2020 and the Exclusive Solicitation Period to December 15,

2020.

54. On October 16, 2020, the Court entered the Sixth Order Extending the Exclusivity


1129] (the “Sixth Exclusivity Order”). The Sixth Exclusivity Order extended the Exclusivity

Period to November 30, 2020 and the Exclusive Solicitation Period to January 28, 2021 and

reserved the Debtors right to seek a further extension of the Exclusive Periods for cause.

DISCLOSURE STATEMENT AND PLAN FILING

55. The Debtors have worked cooperatively with the Prepetition Secured Lender and

the Committee to assure a favorable outcome of these Chapter 11 Cases for all of the Debtors’

creditor constituencies. That process has culminated in a global settlement between the Debtors,

the Prepetition Secured Lender, and the Committee that is encompassed in a liquidating chapter

11 plan that will provide a return to creditors.

56. On October 29, 2020, the Debtors filed the Joint Chapter 11 Plan of Liquidation

of Lucky’s Market Parent Company, LLC and Its Debtor Affiliates [Docket No. 1154], the

Disclosure Statement for Joint Chapter 11 Plan of Liquidation of Lucky’s Market Parent

Company, LLC and Its Debtor Affiliates [Docket No. 1155], the Motion for an Order (A)

Approving Disclosure Statement; (B) Establishing Voting Record Date, Voting Deadline, and


18 75364558.4

Other Dates; (C) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on Plan

and for Filing Objections to Plan; (D) Approving Manner and Form of Notice and Other Related

Documents; and (E) Granting Related Relief [Docket No. 1156] (the “Disclosure Statement

Motion”), and the Motion for Entry of Order (I) Shortening Notice of Hearing on Motion for an

Order Approving Disclosure Statement, (II) Shortening the Period to Object to the Motion for an

Order Approving the Disclosure Statement, and (III) Granting Related Relief [Docket No. 1157]

(the “Motion to Shorten”).

57. On October 29, 2020, the Court entered an Order granting the Motion to Shorten

and scheduled the Disclosure Statement Hearing on November 24, 2020 at 1:00 p.m. (prevailing

Eastern Time) and established November 20, 2020 at 4:00 p.m. (prevailing Eastern Time) as the

deadline to object to the Disclosure Statement Motion.

58. On November 24, 2020, the Debtors filed the First Amended Joint Chapter 11

Plan of Liquidation of Lucky’s Market Parent Company, LLC and its Debtor Affiliates [Docket

No. 1260] (the “Plan”) and the First Amended Disclosure Statement for Joint Chapter 11 Plan of

Liquidation of Lucky’s Market Parent Company, LLC and its Debtor Affiliates [Docket No.

1261] (the “Disclosure Statement”).

59. On November 24, 2020, the Court entered the Order (A) Approving the

Disclosure Statement; (B) Establishing Voting Record Date, Voting Deadline, and Other Dates;

(C) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on Plan and for Filing

Objections to Plan; (D) Approving Manner and Forms of Notice and Other Related Documents;

and (E) Granting Related Relief [Docket No. 1272] (the “Disclosure Statement Order”).

60. As set forth more fully within the Disclosure Statement Order, the Court approved

the Debtors’ request to proceed on the confirmation timeline below:


19 75364558.4

Event Proposed Date

Disclosure Statement Hearing November 24, 2020 at 1:00 p.m. (ET) Voting Record Date November 27, 2020

Solicitation Commencement November 27, 2020, or as soon as practically possible thereafter

Date of Publication of Confirmation Hearing Notice

November 27, 2020, or as soon as practically possible thereafter

Deadline to Object to Claims for Plan Voting November 27, 2020, or as soon as practically possible thereafter

Deadline to File Plan Supplement December 11, 2020 at 4:00 p.m. (ET) Deadline to File Rule 3018(a) Motions December 11, 2020 at 4:00 p.m. (ET)

Deadline to Object to Rule 3018(a) Motions December 22, 2020 at 4:00 p.m. (ET) Plan Objection Deadline December 18, 2020 at 4:00 p.m. (ET)

Voting Deadline & Opt-Out Deadline December 18, 2020 at 4:00 p.m. (ET) Deadline to File Voting Report December 22, 2020 at 4:00 p.m. (ET)

Deadline to File Confirmation Brief and Reply to Plan Objection(s)

December 22, 2020 at 1:00 p.m. (ET)

Confirmation Hearing Date December 23, 2020 at 1:00 p.m. (ET)

61. The Debtors formulated, negotiated, drafted, and filed the Plan, which ensures the

payment of administrative and priority claims, subject to agreed-upon budgets with the

Committee and the Prepetition Secured Lender. The Plan will seek approval of the Global

Settlement and the Debtors filed the Plan with the consent of the Committee and the Prepetition

Secured Lender. Granting the Debtors additional time to work on soliciting acceptance of the

Plan and pursuing confirmation of the Plan will benefit all parties in interest. The Debtors hope

that this will be the final request to extend the Exclusive Periods and seek the extension out of an

abundance of caution in the event that the confirmation process is delayed.

RELIEF REQUESTED

62. The Debtors respectfully request, pursuant to Bankruptcy Code section 1121(d),

an extension of (i) the Exclusivity Period through and including March 1, 2021, and (ii) the

Exclusive Solicitation Period through and including April 28, 2021, in each case, without

prejudice to any party in interest’s rights to seek to reduce or increase such periods in accordance

with Bankruptcy Code section 1121(d). The Debtors’ Exclusivity Period and Exclusive


20 75364558.4

Solicitation Period are currently set to expire on November 30, 2020 and January 28, 2021,

respectively. The Debtors reserve the right to seek additional extensions of the Exclusivity

Period and Exclusive Solicitation Period.

BASIS FOR RELIEF

63. Pursuant to Bankruptcy Code section 1121(d), the Court may extend exclusive

periods “for cause.” See 11 U.S.C. § 1121(d) (“[O]n request of a party in interest made within

the respective periods specified in subsections (b) and (c) of this section and after notice and a

hearing, the court may for cause reduce or increase the 120-day period or the 180-day period

referred to in this section.”). However, the 120-day period “may not be extended beyond a date

that is 18 months after the [petition] date” and the 180-day period “may not be extended beyond

a date that is 20 months after the [petition] date.” Id. §§ 1121(d)(2)(A), (B). The Bankruptcy

Code neither defines “cause” for purposes of section 1121(d), nor establishes formal criteria for

an extension of the exclusive periods. The legislative history of Bankruptcy Code section 1121

indicates, however, that “cause” is intended to be a flexible standard that balances the competing

interests of a debtor and its creditors. See H.R. Rep. No. 95-595, at 231- 32 (1978), reprinted in

1978 U.S.C.C.A.N. 5787, 6191 (noting that Congress intended to give bankruptcy courts great

flexibility to protect a debtor’s interests by allowing a debtor an unimpeded opportunity to

negotiate settlement of debts without interference from other parties in interest). Here, the

Debtors seek a ninety (90) day extension of the Exclusivity Period and the Exclusive Solicitation

Period and well within the proscribed 18-month or 20-month dates.

64. In exercising its broad discretion to determine whether “cause” exists, a

bankruptcy court should be guided by a variety of factors. See In re Borders Grp., Inc., 460 B.R.

818, 821−22 (Bankr. S.D.N.Y. 2011) (“The determination of cause under section 1121(d) is a

fact-specific inquiry and the court has broad discretion in extending or terminating exclusivity.”);


21 75364558.4

In re Adelphia Commc’ns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006) (identifying

objective factors courts historically have considered in determining whether cause exists to

extend or terminate exclusivity); see also In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr.

S.D.N.Y. 1987) (identifying factors used by courts to determine whether cause exists to extend

exclusivity). Not all factors are relevant in every case, and a finding that any one of these factors

exists may justify extending a debtor’s exclusive periods. See Express One, 194 B.R. at 100

(finding only some of the factors relevant in determining whether cause exists to extend

exclusivity); see also In re Dow Corning Corp., 208 B.R. 661, 670 (Bankr. E.D. Mich. 1997)

(“When the Court is determining whether to terminate a debtor’s exclusivity, the primary

consideration should be whether or not doing so would facilitate moving the case forward. And

that is a practical call that can override a mere toting up of the factors.”). These factors are not

exhaustive and include, without limitation:

i. the size and complexity of the debtor’s case;

ii. the necessity for sufficient time to permit the debtor to negotiate a chapter 11 plan and prepare adequate information;

iii. the existence of good faith progress towards reorganization;

iv. the fact that the debtor is paying its bills as they become due;

v. whether the debtor has demonstrated reasonable prospects for filing a viable plan;

vi. whether the debtor has made progress in negotiations with its creditors;

vii. the amount of time which has elapsed in the case;

viii. whether the debtor is seeking an extension of exclusivity in order to pressure creditors to submit to the debtor’s reorganization demands; and

ix. whether an unresolved contingency exists.

See, e.g., In re Cent. Jersey Airport Servs., LLC, 282 B.R. 176, 183 (Bankr. D.N.J. 2002);

McLean Indus. Inc., 87 B.R. at 834; Adelphia Commc’ns, 352 B.R. at 587 (noting that the nine


22 75364558.4

factors listed above are “objective factors which courts historically have considered in making

determinations of this character”); see also Borders, 460 B.R. at 822 (evaluating the nine factors

set forth in Adelphia to hold that debtor established cause to extend exclusivity); accord In re

Express One, 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) (identifying all of the nine factors as

relevant in determining whether cause exists to extend exclusivity); In re United Press Int’l, Inc.,

60 B.R. 265, 269 (Bankr. D.D.C. 1986) (holding that the debtor showed cause to extend

exclusive period based upon certain of the nine factors). The above factors are not the exclusive

bases for the exercise of the Court’s discretion to extend exclusive periods. See Adelphia

Commc’ns, 352 B.R. at 586-87.

65. Congress incorporated these exclusivity periods into the Bankruptcy Code to

afford a debtor a full and fair opportunity to propose a chapter 11 plan and enable solicitation of

acceptances of the plan without the deterioration and disruption of a debtor’s business that might

be caused by the filing of multiple competing plans. Indeed, the primary objective of a chapter

11 case is the formulation, confirmation, and consummation of a consensual chapter 11 plan. As

detailed above, the Debtors have been working with the Committee and the Prepetition Secured

Lender on formulating a consensual plan of liquidation, and the Debtors have made substantial

progress towards, and intend to achieve, this objective. The Debtors submit they are on track to

obtain approval of the Disclosure Statement and proceed with soliciting acceptance of the Plan

before the end of the 2020 calendar year, but seek an extension of the Exclusivity Period and

Exclusive Solicitation Period out of an abundance of caution to stave off any potential competing

plan.


23 75364558.4

CAUSE EXISTS TO EXTEND THE EXCLUSIVE PERIODS 66. Cause exists to grant the Debtors’ requested extensions of the exclusivity periods.

The extensions are necessary and appropriate for the Debtors to seek confirmation of the Plan

without any interference of potential competing plans. As set forth below, the requested

extensions are appropriate, in the best interest of the Debtors’ stakeholders, and consistent with

the intent and purpose of chapter 11.

A. The Chapter 11 Cases are Large and Complex 67. The Debtors’ Chapter 11 Cases are both sizeable and complex. As of and since

the Petition Date, the Debtors focused on affordable organic and locally-grown fruits and

vegetables, top-quality, naturally raised meats and seafood, and fresh, daily prepared foods. The

Debtors carry the highest-quality products at the lowest prices, with the mission of providing

“Organic for the 99%”. Each of the Debtors’ Stores averages approximately 31,000 square feet

and has full-service departments, including produce, meat, seafood, culinary, apothecary,

beer/wine/spirits and grocery. The Debtors have liquidated a majority of their assets. They are

actively defending or pursuing litigation, including the WARN Act Litigation, the ATA

Litigation, and the Bonita Springs Litigation. The Debtors have also made strides in the claims

reconciliation process, which will assist in the orderly administration and liquidation of the

estates. Further, the Court entered the Disclosure Statement Order and the Debtors have started

soliciting acceptance of the Plan. The size and complexity of these Chapter 11 Cases provide

sufficient cause for the Court to extend the Exclusivity Period and the Exclusive Solicitation

Period (collectively, hereinafter the “Exclusivity Periods”).


24 75364558.4

B. Substantial Good Faith Progress has been Made to Achieve the Objectives of Chapter 11

68. Since the Petition Date, the Debtors have made substantial and meaningful

progress under chapter 11, including obtaining court approval of sales of certain of the Debtors’

assets, and administering the Chapter 11 Cases efficiently and economically.

69. Since the Petition Date, less than eight months ago, the Debtors have

accomplished the following, which includes, but is not limited to:

a. Secured first-day relief to continue operating their businesses including authorization (i) to continue using the existing cash management system, (ii) to pay employee wages, (iii) to maintain and pay insurance policies, (iv) to pay various critical trade vendors, (v) to pay prepetition taxes and fees, (vi) to prohibit utility providers from altering, refusing, or discontinuing service, (vii) maintain and administer existing customer programs, (viii) pay PACA and PASA claimants, and (ix) to use cash collateral consensually post-petition;

b. Filed Schedules of Assets and Liabilities and Statement of Financial Affairs; c. Conducted 341 Meeting of Creditors; d. Set a Bar Date; e. Obtained three orders granting omnibus non-substantive objections to claims; f. Obtained three orders granting omnibus substantive objections to claims; g. Negotiated a Global Settlement with the Committee and Prepetition Secured

Lender and drafted a chapter 11 liquidating plan, accompanying disclosure statement, motion to approve solicitation procedures, and motion to approve an expedited confirmation timeline;

h. Worked through complicated lease restriction issues related to the sales and resolved all of those issues without the intervention of the Court;

i. Worked with the Special Committee of the Board of Managers to investigate any potential claims and causes of action that may exist;

j. Worked with their EB-5 investors regarding their interests; k. Sifted through complex New Market Tax Credit issues; l. Paid a majority of allowed PACA claims; m. Continued to work through numerous mechanics lien issues; n. Operated 6 stores during these Chapter 11 Cases during a global pandemic; o. Filed Monthly Operating Reports; p. Obtained the Sale Orders; q. Remained current on all post-petition administrative obligations;

r. Filed the Kroger Assumption Motion that provides clarity with respect to the remainder of the Debtors’ lease portfolio;

s. Reached the Global Settlement;


25 75364558.4

t. Filed a Disclosure Statement and Plan; and u. Obtained the Disclosure Statement Order.

70. The Debtors have clearly made progress to achieve the objectives of chapter 11

and the requested extensions of the Exclusivity Periods are justified and well deserved.

C. The Debtors Need Sufficient Time to Pursue Confirmation

71. As stated above, the Plan embodies the Global Settlement negotiated by Debtors,

Committee, and Prepetition Secured Lender, and the Debtors. The Debtors are seeking to have

the confirmation process undertaken on an expedited basis so they can emerge from chapter 11

by the end of the year. The Debtors need to pursue confirmation without the worry that a

competing plan may be filed. The Debtors also need the flexibility provided by a further

extension of the Exclusive Periods in the event that they are not able to consummate

confirmation under the expedited timeframe currently proposed.

D. The Debtors are Not Seeking to Use Exclusivity to Pressure Creditors to Submit to the Debtors’ Demands

72. This is the Debtors’ third request for an extension of the Exclusivity Periods. The

Debtors’ conduct in these Chapter 11 Cases, particularly in connection with the ongoing

discussions with their stakeholders, demonstrates that the Debtors are acting in a transparent

manner and are not seeking an extension of the Exclusivity Periods to delay artificially the

administration of these Chapter 11 Cases. The Debtors continue narrowing the claims pools via

the claim reconciliation process and have finalized the Global Settlement with the Committee

and Prepetition Secured Lender. The Debtors have also made progress with liquidating their

store lease portfolio. To that end, the Debtors filed the Disclosure Statement and Plan, which

enjoy the full support of the Committee and the Prepetition Secured Lender. The Court entered

the Disclosure Statement Order and the Debtors are soliciting acceptance of the Plan. The


26 75364558.4

Debtors continue to work with stakeholders to obtain approval of the Disclosure Statement and

solicit acceptance of the Plan.

E. The Debtors are Paying Their Debts as They Come Due and have the Ability to Continue to Do So

73. Bankruptcy courts considering an extension of exclusivity also may assess a

debtor’s liquidity and ability to pay costs and expenses of administration. Adelphia Commc’ns,

352 B.R. at 587. The Debtors have timely paid quarterly fees to the United States Trustee, and all

other administrative obligations in the ordinary course of business. In addition, the Debtors have

sufficient liquidity to continue paying administrative expenses as they become due and will

continue to make such payments.

F. The Requested Extension is in the Best Interests of the Debtors’ Estates and Will Not Prejudice Creditors

74. The Debtors’ requested extension is intended to allow the Debtors to work

cooperatively with their key constituents toward soliciting acceptance of the in the most cost-

efficient manner possible manner as approved within the Disclosure Statement. The Committee

and Prepetition Secured Lender support the Plan, which includes the Global Settlement. Given

the limited extension requested and the circumstances described herein, the extension aligns with

the intent and purpose of Bankruptcy Code section 1121 and should be granted.

CONCLUSION

75. For the reasons stated herein, the requested extension of the Exclusivity Periods is

warranted and necessary to afford the Debtors a meaningful opportunity to continue to pursue the

chapter 11 liquidation process as contemplated by the Bankruptcy Code. Accordingly, the

Debtors should be afforded a full, fair, and reasonable opportunity to continue to work towards


27 75364558.4

confirmation of a plan of liquidation and the Exclusivity Periods should be extended as

requested.

NOTICE

76. Notice of this Motion will be given to the following parties: (a) the Office of the

United States Trustee; (b) the Prepetition Secured Lender; (c) Official Committee of Unsecured

Creditors; and (d) all persons and entities that have filed a request for service of filings in these

Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested

herein, the Debtors submit that no other or further notice is necessary.

WHEREFORE, the Debtors respectfully request that the Court: (i) enter the Proposed

Order in substantially the same form as that attached as Exhibit A, granting the relief requested

herein; and (ii) provide such other relief as the Court deems appropriate and just.

Dated: November 30, 2020 Respectfully submitted, Wilmington, Delaware

POLSINELLI PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) Brenna A. Dolphin (Del. Bar No. 5604) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 [email protected] [email protected] -and-

Liz Boydston (Admitted Pro Hac Vice) 2950 N. Harwood, Suite 2100 Dallas, Texas 75201 Telephone: (214) 661-5557 [email protected]

Counsel to the Debtors and

Debtors in Possession


75657811.1



Debtors.

Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Objection Deadline: December 7, 2020 at 4:00 p.m. Hearing Date: December 14, 2020 at 10:00 a.m.

NOTICE OF MOTION

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) have filed the Third Motion of Debtors for Entry of a Seventh

Order Extending the Exclusivity Periods for the Filing of a Chapter 11 Plan and Solicitation of

Acceptances Thereof (the “Motion”) with the United States Bankruptcy Court for the District of

Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to entry of an order

approving the Motion must be filed on or before December 7, 2020 at 4:00 p.m. (ET) (the

“Objection Deadline”) with the Clerk of the Bankruptcy Court, 824 N. Market Street, 3rd Floor,

Wilmington, Delaware 19801. At the same time, you must serve a copy of the objection upon the

undersigned counsel to the Debtors.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Market of Lexington, KY, LLC (3446).

Case 20-10166-JTD Doc 1281-1 Filed 11/30/20 Page 1 of 2

75657811.1 2

PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held on

December 14, 2020 at 10:00 a.m. (ET) before the Honorable John T. Dorsey, at the Bankruptcy

Court, 824 N. Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware 19801. Only

those objections made in writing and received by the Objection Deadline will be considered by

the Bankruptcy Court at such hearing.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: November 30, 2020 Wilmington, Delaware

Respectfully submitted,

POLSINELLI PC

/s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877)

222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 [email protected] -and- Liz Boydston (Admitted Pro Hac Vice) 2950 N. Harwood, Suite 2100 Dallas, TX 75201 Telephone: (214) 661-5557 [email protected]

Counsel to the Debtors and Debtors in Possession


mailto:[email protected]

75364558.4

Exhibit A

(Proposed Order)


75364558.4



Debtors.

Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Re: Docket No. ____

SEVENTH ORDER EXTENDING THE EXCLUSIVITY PERIODS FOR THE FILING

OF A CHAPTER 11 PLAN AND SOLICITATION OF ACCEPTANCES THEREOF

Upon the motion (the “Motion”)2 of the Debtors for entry of an order, pursuant to

Bankruptcy Code section 1121(d), extending the Debtors’ exclusive periods in which to file a

chapter 11 plan (the “Exclusivity Period”) and solicit acceptances thereof (the “Exclusive

Solicitation Period”), all as more fully set forth in the Motion; and the Court finding that (a) the

Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, (b) this matter is a

core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and that the Debtors consent to

entry of a final order under Article III of the United States Constitution, and (c) notice of the

Motion was due and proper under the circumstances; and it appearing that the relief requested in

the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in

interest; and after due deliberation, and good and sufficient cause appearing therefor,

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446). 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.


2 75364558.4

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED, as set forth herein.

2. Pursuant to Bankruptcy Code section 1121(d), the Debtors’ Exclusivity Period is

extended through and including March 1, 2021.

3. Pursuant to Bankruptcy Code section 1121(d), the Debtors’ Exclusive Solicitation

Period is extended through and including April 28, 2021.

4. The extensions of the Exclusivity Period and the Exclusive Solicitation Period

granted herein are without prejudice to such further requests that may be made pursuant to

Bankruptcy Code section 1121(d) by the Debtors or any party in interest, for cause shown, upon

notice and a hearing.

5. Nothing herein shall create, nor is intended to create, any rights in favor of or

enhance the status of any claim held by any party.

6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order.

7. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order.


SALE ORDERSCLAIM RECONCILIATIONEXECUTORY CONTRACTS AND LEASESEXCLUSIVITY PERIOD EXTENSIONSRELIEF REQUESTEDi. the size and complexity of the debtor’s case;ii. the necessity for sufficient time to permit the debtor to negotiate a chapter 11 plan and prepare adequate information;iii. the existence of good faith progress towards reorganization;iv. the fact that the debtor is paying its bills as they become due;v. whether the debtor has demonstrated reasonable prospects for filing a viable plan;vi. whether the debtor has made progress in negotiations with its creditors;vii. the amount of time which has elapsed in the case;viii. whether the debtor is seeking an extension of exclusivity in order to pressure creditors to submit to the debtor’s reorganization demands; andix. whether an unresolved contingency exists.

See, e.g., In re Cent. Jersey Airport Servs., LLC, 282 B.R. 176, 183 (Bankr. D.N.J. 2002); McLean Indus. Inc., 87 B.R. at 834; Adelphia Commc’ns, 352 B.R. at 587 (noting that the nine factors listed above are “objective factors which courts historical...CAUSE EXISTS TO EXTEND THE EXCLUSIVE PERIODSA. The Chapter 11 Cases are Large and ComplexB. Substantial Good Faith Progress has been Made to Achieve the Objectives ofChapter 11a. Secured first-day relief to continue operating their businesses including authorization (i) to continue using the existing cash management system, (ii) to pay employee wages, (iii) to maintain and pay insurance policies, (iv) to pay various critica...

C. The Debtors Need Sufficient Time to Pursue ConfirmationD. The Debtors are Not Seeking to Use Exclusivity to Pressure Creditors to Submitto the Debtors’ DemandsE. The Debtors are Paying Their Debts as They Come Due and have the Ability to Continue to Do SoF. The Requested Extension is in the Best Interests of the Debtors’ Estates and Will Not Prejudice CreditorsPLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the “Debtors”) have filed the Third Motion of Debtors for Entry of a Seventh Order Extending the Exclusivity Periods for the Filing of a Chapter 11 Plan and S...PLEASE TAKE FURTHER NOTICE that objections, if any, to entry of an order approving the Motion must be filed on or before December 7, 2020 at 4:00 p.m. (ET) (the “Objection Deadline”) with the Clerk of the Bankruptcy Court, 824 N. Market Street, 3rd F...