FTD Companies, Inc., et al 1 Case No. 19-11240 (LSS ......4. Elite Flower Services, Inc. 3200 NW...

RLF1 21901628v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

FTD Companies, Inc., et al.,1

Debtors.

: : : : : : : :

Chapter 11 Case No. 19-11240 (LSS)

(Jointly Administered)

Re: Docket Nos. 517 & 566

CERTIFICATION OF COUNSEL REGARDING ORDER

(I) AUTHORIZING THE DEBTORS TO REJECT CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS AS OF

THE REJECTION EFFECTIVE DATE AND, (II) GRANTING RELATED RELIEF

The undersigned hereby certifies as follows:

1. On August 6, 2019, FTD Companies, Inc. and certain of its direct and indirect

domestic subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”) filed the

Second Omnibus Motion of the Debtors for an Order (I) Authorizing the Debtors to Reject

Certain Unexpired Leases and Executory Contracts as of the Rejection Effective Date and (II)

Granting Certain Related Relief [Docket No. 517] (the “Motion”)2 with the United States

Bankruptcy Court for the District of Delaware (the “Court”). Attached to the Motion as

Exhibit A was a proposed form of order granting the relief requested therein (the “Proposed

Order”).

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification

numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists’ Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors’ noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

2 Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Motion.

Case 19-11240-LSS Doc 596 Filed 08/21/19 of 3

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2. Pursuant to the Notice of Motion and Hearing filed with the Motion, objections to

the Motion were to be filed by no later than August 13, 2019 at 4:00 p.m. (Eastern Time) (the

“Objection Deadline”).

3. Prior to the Objection Deadline, MCPF-LRC Logistics, LLC (the “Objecting

Party”) filed an objection [Docket No. 566] (the “Objection”) to the Motion.

4. On August 20, 2019, the Court held a hearing (the “Hearing”) to consider the

Motion. At the Hearing, the Court indicated that it would enter an order granting the relief

requested in the Motion, with the exception of the relief related to the leases subject to the

Objection, provided that certain revisions are made to the Proposed Order consistent with the

record made at the Hearing and such revised order is submitted to the Court under certification of

counsel.

5. Consistent with the record made at the Hearing, the Debtors have prepared a

revised version of Proposed Order (the “Revised Order”), attached hereto as Exhibit A. For the

convenience of the Court and all parties in interest, a blackline of the Revised Order marked

against the Proposed Order is attached hereto as Exhibit B.

6. The Revised Order has been circulated to counsel to the Objecting Party, and the

Objecting Party does not object to the entry of the Revised Order.

WHEREFORE, the Debtors respectfully request that the Revised Order, substantially in

the form attached hereto as Exhibit A, be entered at the earliest convenience of the Court.


3 RLF1 21901628v.1

Dated: August 21, 2019 Wilmington, Delaware

Respectfully submitted, /s/ Megan E. Kenney Daniel J. DeFranceschi (No. 2732) Paul N. Heath (No. 3704) Brett M. Haywood (No. 6166) Megan E. Kenney (No. 6426) Sarah E. Silveira (No. 6580) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] [email protected] -and- Heather Lennox (admitted pro hac vice) Thomas A. Wilson (admitted pro hac vice) JONES DAY 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: [email protected] [email protected] Brad B. Erens (admitted pro hac vice) Caitlin K. Cahow (admitted pro hac vice) JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: [email protected] [email protected] ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION


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EXHIBIT A

Revised Order

Case 19-11240-LSS Doc 596-1 Filed 08/21/19 Page 1 of 8

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In re:


Debtors.

: : : : : : :

Chapter 11

Case No. 19-11240 (LSS) (Jointly Administered)

Re: Docket No. 517

ORDER GRANTING SECOND OMNIBUS MOTION OF THE DEBTORS FOR AN ORDER (I) AUTHORIZING THE DEBTORS TO REJECT

CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS AS OF THE REJECTION EFFECTIVE DATE AND (II) GRANTING CERTAIN RELATED RELIEF

This matter coming before the Court on the Second Omnibus Motion of the

Debtors for an Order (I) Authorizing the Debtors to Reject Certain Unexpired Leases and

Executory Contracts as of the Rejection Effective Date and (II) Granting Certain Related Relief

(the "Motion"),2 filed by the above-captioned debtors and debtors in possession (collectively,

the "Debtors"); the Court having reviewed the Motion and having considered the statements of

counsel with respect to the Motion at a hearing before the Court, if any (the "Hearing"); the

Court having found that (i) the Court has jurisdiction over this matter pursuant to 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, (ii) this is a core proceeding

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

2 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.


-2- RLF1 21901649v.1

pursuant to 28 U.S.C. § 157(b), (iii) venue is proper before this Court pursuant to 28 U.S.C. §§

1408 and 1409, (iv) rejection of the Leases and Related Contracts represents an exercise of the

Debtors' sound business judgment, and (v) notice of the Motion and the Hearing was sufficient

under the circumstances; the Court having determined that the legal and factual bases set forth in

the Motion and at the Hearing establish just cause for the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Debtors are authorized to reject the Leases and Related Contracts

identified on Annex 1 attached hereto, effective as of August 31, 2019.

3. Within two business days after the entry of this Order, counsel to the

Debtors shall serve a copy of the Order on the Counterparty to each Lease and Related Contract

rejected pursuant to this Order.

4. The Debtors are authorized and empowered to take all actions necessary to

implement the relief granted in this Order.

5. This Court shall retain exclusive jurisdiction over any and all matters

arising from or related to the implementation or interpretation of this Order.

Dated: ________________, 2019 Wilmington, Delaware

______________________________________________ THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE


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ANNEX 1

Schedule of Leases and Related Contracts to be Rejected


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LEASES AND RELATED CONTRACTS TO BE REJECTED

NAME AND ADDRESS OF COUNTERPARTY

DEBTOR PARTY DESCRIPTION OF LEASE /

CONTRACT PROPERTY ADDRESS

1. Irvine Eastgate Office II LLC

The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660

Attn: Senior Vice President, Property Operations Irvine Office Properties

with a copy to:

Irvine Eastgate Office II LLC 9530 Towne Centre Drive, Suite 100

San Diego, CA 92121 Attn: Property Manager

Provide Commerce LLC Lease

(4830: office and warehouse) (4840: data center and warehouse)

4830 Eastgate Mall 4840 Eastgate Mall

San Diego, CA 92121

2. PW Fund B, LP

c/o Buzz Oates Management Services 555 Capitol Mall, Suite 900

Sacramento, CA 95814 200 State Street

Provide Commerce LLC Industrial/Commercial Lease (warehouse and distribution)

1601 Aviation Boulevard Lincoln, CA 95648

3. AG/IRG Garland Holdings, L.P.

One West Avenue Larchmont, NY 10538

Attn: Stuart Lichter

with a copy to:

Fainsbert, Mase & Snyder, LLP 11835 West Olympic Boulevard, Suite 1100

Los Angeles, CA 90064 Attn: John A. Mase, Esq.

Provide Commerce LLC Lease Agreement

(warehouse and distribution) 2600 McCree Road Garland, TX 75041


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4. Elite Flower Services, Inc.

3200 NW 67th Ave., Bldg. 2, Suite 290 Miami, FL 33122

Attn: Sebastian Serrano [email protected]

with a copy to:

Carey Rodriguez Millian Gonya, LLP 1395 Brickell Avenue, Suite 700

Miami, FL 33131 Attn: Patrick E. Gonya, Jr.

[email protected]

Provide Commerce LLC Sublease

Approximately 7,000 square foot of the Garland Facility;

located at 2600 McCree Road Garland, TX 75041

5. OND Property LLC

c/o Beacon Capital Partners, LLC 200 State Street

5th Floor Boston, MA 02109

Attn: General Counsel

with a copy to:

MB Real Estate Services Inc. One North Dearborn Street

Suite 3700 Chicago, IL 60602

Attn: Property Manager

FTD Companies, Inc. Office Lease

(corporate office) 1 N Dearborn Street, Chicago, IL 60602


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6. MCPF-LRC Logistics LLC

c/o NYL Investors LLC 51 Madison Avenue, Room 906

New York, NY 10010 Attn: Asset Manager – Logistics Pointe

with copies to:

LRC Opportunity Fund, LLC 5 International Drive, Suite 220

Rye Brook, NY 10573 Attn: Ed Kulik

Email: [email protected]

-and-

M. Joseph Allman, Esquire Allman Spry Davis Leggett & Crumpler

380 Knollwood Street, Suite 700 Winstom-Salem, NC 27103

email: [email protected]

-and-

Lane A. Holbert, CCIM, SIOR Foundry Commercial 121 West Trade Street

Suite 2500 Charlotte, NC 28202


Provide Commerce LLC

Freezer License Agreement

(approximately 4,000 square feet of freezer space at building adjacent to

the Charlotte Facility)

12520 General Drive Charlotte, NC 28273


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with copies to:




-and-




-and-





Trailer Space License Agreement

(thirty-one trailer parking spaces at location adjacent to the Charlotte

Facility)



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EXHIBIT B

Blackline


RLF1 21896345v.121901649v.1


In re:


Debtors.

: : : : : : :

Chapter 11

Case No. 19-11240 (LSS) (Jointly Administered)

Re: Docket No. 517

ORDER GRANTING SECOND OMNIBUS MOTION OF THE DEBTORS FOR AN ORDER (I) AUTHORIZING THE DEBTORS TO REJECT

CERTAIN UNEXPIRED LEASES AND EXECUTORY CONTRACTS AS OF THE REJECTION EFFECTIVE DATE AND (II) GRANTING CERTAIN RELATED RELIEF

This matter coming before the Court on the Second Omnibus Motion of the

Debtors for an Order (I) Authorizing the Debtors to Reject Certain Unexpired Leases and

Executory Contracts as of the Rejection Effective Date and (II) Granting Certain Related Relief

(the "Motion"),2 filed by the above-captioned debtors and debtors in possession (collectively,

the "Debtors"); the Court having reviewed the Motion and having considered the statements of

counsel with respect to the Motion at a hearing before the Court, if any (the "Hearing"); the

Court having found that (i) the Court has jurisdiction over this matter pursuant to 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, (ii) this is a core proceeding

1 The Debtors are the following 15 entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): FTD Companies, Inc. (5852); Bloom That, Inc. (9936); Florists' Transworld Delivery, Inc. (6960); FlowerFarm, Inc. (2852); FSC Denver LLC (7104); FSC Phoenix LLC (7970); FTD, Inc. (1271); FTD.CA, Inc. (7556); FTD.COM Inc. (4509); FTD Group, Inc. (9190); FTD Mobile, Inc. (7423); Giftco, LLC (5832); Provide Cards, Inc. (3462); Provide Commerce LLC (0019); and Provide Creations, Inc. (8964). The Debtors' noticing address in these chapter 11 cases is 3113 Woodcreek Drive, Downers Grove, IL 60515.

2 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.


-2- RLF1 21896345v.121901649v.1

pursuant to 28 U.S.C. § 157(b), (iii) venue is proper before this Court pursuant to 28 U.S.C. §§

1408 and 1409, (iv) rejection of the Leases and Related Contracts represents an exercise of the

Debtors' sound business judgment, and (v) notice of the Motion and the Hearing was sufficient

under the circumstances; the Court having determined that the legal and factual bases set forth in

the Motion and at the Hearing establish just cause for the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Debtors are authorized to reject the Leases and Related Contracts

identified on Annex 1 attached hereto, effective as of August 31, 2019.

3. Within two business days after the entry of this Order, counsel to the

Debtors shall serve a copy of the Order on the Counterparty to each Lease and Related Contract

rejected pursuant to this Order.

4. The Debtors are authorized and empowered to take all actions necessary to

implement the relief granted in this Order.

5. This Court shall retain exclusive jurisdiction over any and all matters

arising from or related to the implementation or interpretation of this Order.

Dated: ________________, 2019 Wilmington, Delaware

______________________________________________THE HONORABLE LAURIE SELBER SILVERSTEINUNITED STATES BANKRUPTCY JUDGE


RLF1 21896345v.121901649v.1

ANNEX 1

Schedule of Leases and Related Contracts to be Rejected


RLF1 21896345v.121901649v.1

LEASES AND RELATED CONTRACTS TO BE REJECTED

NAME AND ADDRESS OF COUNTERPARTY DEBTOR PARTY DESCRIPTION OF LEASE /


1. Irvine Eastgate Office II LLC The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660

Attn: Senior Vice President, Property Operations Irvine Office Properties

with a copy to:

Irvine Eastgate Office II LLC 9530 Towne Centre Drive, Suite 100

San Diego, CA 92121 Attn: Property Manager

Provide Commerce LLC Lease

(4830: office and warehouse) (4840: data center and warehouse)

4830 Eastgate Mall 4840 Eastgate Mall

San Diego, CA 92121

2. PW Fund B, LP

c/o Buzz Oates Management Services 555 Capitol Mall, Suite 900

Sacramento, CA 95814 200 State Street

Provide Commerce LLC Industrial/Commercial Lease (warehouse and distribution)

1601 Aviation Boulevard Lincoln, CA 95648

3. AG/IRG Garland Holdings, L.P.

One West Avenue Larchmont, NY 10538

Attn: Stuart Lichter

with a copy to:

Fainsbert, Mase & Snyder, LLP 11835 West Olympic Boulevard, Suite 1100

Los Angeles, CA 90064 Attn: John A. Mase, Esq.

Provide Commerce LLC Lease Agreement (warehouse and distribution)

2600 McCree Road Garland, TX 75041


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4. Elite Flower Services, Inc. 3200 NW 67th Ave., Bldg. 2, Suite 290

Miami, FL 33122 Attn: Sebastian Serrano

[email protected]

with a copy to:

Carey Rodriguez Millian Gonya, LLP 1395 Brickell Avenue, Suite 700

Miami, FL 33131 Attn: Patrick E. Gonya, Jr.

[email protected]

Provide Commerce LLC Sublease

Approximately 7,000 square foot of the Garland Facility;

located at 2600 McCree Road Garland, TX 75041

5. OND Property LLC

c/o Beacon Capital Partners, LLC 200 State Street

5th Floor Boston, MA 02109

Attn: General Counsel

with a copy to:

MB Real Estate Services Inc. One North Dearborn Street

Suite 3700 Chicago, IL 60602

Attn: Property Manager

FTD Companies, Inc. Office Lease (corporate office)

1 N Dearborn Street, Chicago, IL 60602


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6. MCPF-LRC Logistics LLC c/o NYL Investors LLC

51 Madison Avenue, Room 906 New York, NY 10010

Attn: Asset Manager – Logistics Pointe

with copies to:




-and-




-and-





Industrial Lease(warehouse and distribution)Freezer License

Agreement



11922 12520 General Drive Charlotte, NC 28273




with copies to:

Provide Commerce LLC Temporary Lease (warehouse and distribution)

(approximately 8,710 square feet of additional space at the Charlotte

Facility)



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-and-




-and-







with copies to:




-and-

Provide Commerce LLC Freezer License Agreement





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-and-





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7. 9.MCPF-LRC Logistics LLC c/o NYL Investors LLC

51 Madison Avenue, Room 906 New York, NY 10010

Attn: Asset Manager – Logistics Pointe

with copies to:




-and-




-and-





Trailer Space License Agreement

(thirty-one trailer parking spaces at location adjacent to the Charlotte

Facility)



FTD Companies, Inc., et al 1 Case No. 19-11240 (LSS ......4. Elite Flower Services, Inc. 3200 NW...

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