Case 17-01302-RLM-11
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
In re:
Chapter 11
hhgregg, Inc., et al.,1
Case No. 17-01302-RLM-11
Debtors.
(Jointly Administered)
DEBTORS’ MOTION FOR ENTRY OF AN ORDER APPROVING THE TREATMENT
OF CERTAIN LEASES PURSUANT TO THE LEASE PROCEDURES ORDER
hhgregg, Inc. and its above-captioned affiliated debtors and debtors-in-possession (each a
“Debtor” and collectively, the “Debtors”), by counsel, hereby submit this motion (the “Motion”)
seeking entry of an order, substantially in the form attached here to as Exhibit A, pursuant to the
Lease Procedures Order (as defined herein), by which the above-captioned debtors and debtorsin-possession (collectively, the “Debtors”) were granted authority to assume, assign, reject,
and/or terminate unexpired leases following the delivery of a Lease Determination Notice (as
defined in the Lease Procedures Order). In support of this Motion, the Debtors respectfully state
as follows:
1.
On March 6, 2017 (the “Petition Date”), the Debtors each filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate and
maintain their business as debtors in possession pursuant to sections 1107(a) and 1108 of the
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are:
hhgregg, Inc. (0538); Gregg Appliances, Inc. (9508); and HHG Distributing LLC (5875). The location of the
Debtors’ corporate headquarters is 4151 East 96th Street, Indianapolis, Indiana 46240.
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Bankruptcy Code. No request has been made for the appointment of a trustee or examiner in
these chapter 11 cases.
2.
Pursuant to section 1102(a) of the Bankruptcy Code, an Official Committee of
Unsecured Creditors (the “Committee”) was appointed in the case of Gregg Appliances, Inc.,
No. 17-01303-RLM-11 only by the Office of the United States Trustee. No official committee
has been appointed in in hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No.
17- 01304-RLM-11.
3.
On April 7, 2017, the Court entered the Order Granting Motion of Debtors: (I)
Authorizing and Approving Expedited Procedures for the Assumption and Assignment of
Rejection of Executory Contracts and Leases, and For the Abandonment of Property; and (II)
Granting Related Relief (Doc. No. 628) (the “Lease Procedures Order”).
4.
At the hearing on April 7, 2017, the Court indicated that any assumption (or
assumption and assignment), termination, or rejection would be subject to further approval of the
Bankruptcy Court following compliance with the Lease Procedures Order.
5.
The Debtors served a Notice of Lease Determination (as defined in the Lease
Procedures Order) with respect to the leases scheduled on Schedule 1, with respect to certain
leases to be rejected to the parties listed thereon. (See Doc. Nos. 772, 793, 804, 824, 828, and
904) Set forth on Schedule 2 is a list of leases that the Debtors and the applicable landlord have
agreed to terminate. (See Doc. Nos. 869, 900, 921, and 927).
6.
The notice periods required under the Lease Procedures Order have expired and
the Debtors have not received any objections to the treatment set forth in the Notices of Lease
Determination sent to the landlords on Schedule 1 or Schedule 2.
Case 17-01302-RLM-11
7.
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By this Motion, the Debtors request that the Court enter an order, substantially in
the form of Exhibit A hereto, approving (i) rejection of the leases on Schedule 1; and (ii)
termination of the leases on Schedule 2.
8.
As set forth in the Lease Procedures Order, the Debtors further request that the
leases on Schedule 1 be deemed rejected as of the date of rejection agreed upon in writing by the
Debtors and the counterparty to such lease or in the absence of such agreement, the latest of the
following:
a
the date the Debtors vacated the premises subject to the lease;
b
the date the Debtors returned possession of the premises subject to
the lease to the counterparty, by virtue of returning the key and
providing the counterparty with an unconditional and irreversible
statement of rejection and surrender to the counterparty; or
c
9.
upon the expiration often (10) days following the date of service of
a Notice of Lease Determination upon the counterparty (on the
eleventh (11th) day after service).
Because the Debtors have provided required notice under the Lease Procedures
Order (including without limitation to the applicable landlords, the Committee and the DIP
Agents), the Debtors believe that no further notice of the treatment of the leases set forth on
Schedule 1 or Schedule 2 is required, and that the relief set forth herein may be ordered without
further notice or a hearing.
WHEREFORE, the Debtors respectfully request entry of an order, substantially in the
form attached as Exhibit A, granting the relief requested in this Motion and granting such other
relief as is just and proper
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Respectfully submitted,
MORGAN, LEWIS & BOCKIUS LLP
Neil E. Herman (admitted pro hac vice)
Rachel Jaffe Mauceri (admitted pro hac vice)
Katherine L. Lindsay (admitted pro hac vice)
101 Park Avenue
New York, New York 10178
Telephone: (212) 309-6000
[email protected]
[email protected]
[email protected]
-and/s/ Jeffrey A. Hokanson
ICE MILLER LLP
Jeffrey A. Hokanson (No. 14579-49)
Sarah L. Fowler (No. 30621-49)
One American Square, Suite 2900
Indianapolis, IN 46282-0200
Telephone: (317) 236-2100
[email protected]
[email protected]
Proposed Counsel to the Debtors and Debtors in
Possession
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SCHEDULE 1
Store No.
029
063
128
168
169
183
186
188
211
214
216
217
227
233
234
245
260
265
Landlord Name, Address and Email Address
Lighting PropCo III, LLC, c/o CBRE
150 4th Avenue N., Suite 2110, Nashville, TN 37219
Farnsworth Holdings, Ltd.
51 North Third Street, Suite 101, Newark, OH 43055
[email protected]
Meeting Street HHG, LLC, c/o Kenneth G. Lloyd
8320 Bald Eagle Lane, Wilmington, NC 28411
[email protected]
Pine Trail Square, LLC,
101 Plaza Real South, Suite 200, Boca Raton FL
33432
Joe Carosella, [email protected]
Pan York Glades, LLC
c/o Eyal Alfi, 135 San Lorenzo Ave., Suite 530,
Miami, FL 33146
Eyal Alfi, [email protected]
Deer Capital, LLC
18205 Biscayne Blvd, Suite 2202,Aventura FL 33160
Jorge Linkewer, [email protected]
Flamingo Sunrise Investments,LLC
336 East Dania Beach Blvd, Dania FL 33004
Sunniland Center, Ltd. c/o Game Properties Corp.
470 Biltmore Way, Suite 100, Coral Gables, FL
33134
Berkshire West LLC
4737 Concord Pike, Wilmington DE 19803
KIR Montgomery 049 LLC
1954 Greenspring Drive, Suite 330,Timonium MD
21093
Lincoln Plaza Center, L.P.
225 West Washington St, Indianapolis IN 46204
COFAL Partners, L..P., 1116 Oliver Building, 535
Smithfield Street, Pittsburgh, PA 15222;
[email protected]
Dover DE LLC c/o Schottenstein Property Group
LLC,
4300 East Fifth Ave, Columbus, OH 43219
Fair Lakes Promenade Retail, LLC
8405 Greensboro Drive, 8th Floor,McLean VA
22102
RREEF America REIT II Corp. MM
c/o RREEF Management Company, 3414 Peachtree
Road NE, Suite 950, Atlanta, GA 30329
RPAI US Management LLC
2021 Spring Road, Suite 200,Oak Brook, IL 60523
Samdoz, Inc.
2000 Lincoln Road, Pittsburgh, PA 15235
Mall at LeHigh Valley, L.P. c/o Simon Property
Group, 225 W. Washington Street, Indianapolis, IN
46204; [email protected]
Store Name
Store Address
City
State
Date of Service of
Notice of Lease
Determination
Nashville LDC
1001 Space Park
South, Bldg #15
Nashville
TN
April 19, 2017
Newark
901 Hebron Road
Heath
OH
April 18, 2017
Cary
1401 Piney Plains Rd.
Cary
NC
April 19, 2017
West Palm
Beach
1901 N Military Trail
West Palm
Beach
FL
April 13, 2017
Boca Raton
(with Fine
Lines)
20841 State Rd 7
Boca Raton
FL
April 13, 2017
Aventura
19925 Biscayne Blvd
Aventura
FL
April 13, 2017
Sawgrass
12300 West Sunrise
Blvd
Plantation
FL
April 13, 2017
Pinecrest
11825 S. Dixie Hwy
Pinecrest
FL
April 18, 2017
Wyomissing
1101 Woodland Ave.
Wyomissing
PA
April 13, 2017
Montgomeryv
ille
1251 Knapp Rd.
North Wales
PA
April 13, 2017
Langhorne
2424 E. Lincoln Hwy
Langhorne
PA
April 13, 2017
Pittsburgh
(North Hills)
7377 McKnight Road
Pittsburgh
PA
April 17, 2017
Dover
1380 N. Dupont Hwy
Dover
DE
April 18, 2017
Fairfax
12189 Fair Lakes
Promenade Dr.
Fairfax
VA
April 13, 2017
Bailey’s
Crossroads
5718 Columbia Pike
Falls Creek
VA
April 19, 2017
Bel Air
680 Marketplace Dr.
Bel Air
MD
April 13, 2017
Pittsburgh
LDC
1621 Parkway View Dr
Pittsburgh
PA
April 19, 2017
Whitehall
740 Lehigh Valley Mall
Whitehall
PA
April 17, 2017
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SCHEDULE 2
Store
No.
190
191
231
240
249
Landlord Name, Address and Email Address
Gregory S. Moross, V.P., Kosoy Kendall Associates, LLC,
340 Royal Poinciana Way #316, Palm Beach, FL 334804048
(561) 835-1810
Short Pump Town Center, LLC, c/o Forest City Commercial
Management, Inc., Commercial Division PO Box 72054,
Cleveland, OH 44192
DDR Southeast Loisdale, L.L.C., Dept. 320351-3015137464, PO Box 951049, Cleveland, OH 44193
Congressional North Associates, L.P., 10 W. Washington St.
PO Box 778, Middleburg, VA 20118
Annapolis Plaza LLC, c/o Annapolis Management
Company, 170, Jennifer Rd., Suite 330, PO Box 6570,
Annapolis, MD 21401
Store Name
Store Address
Proposed Effective Date of Termination
Kendall
12690 SW 88th Street,
Miami, FL
April 30, 2017
Short Pump
11732 West Broad St.,
Henrico, VA
Upon Entry of Order by the Court but No
Later Than 5/31/17
6640 Loisdale Rd.
Springfield, VA
1501 Rockville Pike,
Rockville, MD
Upon Entry of Order by the Court but No
Later Than 5/31/17
150 – Jennifer Rd.,
Annapolis, MD
Upon Entry of Order by the Court but No
Later Than 5/17/17
Springfield
Rockville
Annapolis
May 1, 2017