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Transcript of Lucky Retention Application v2 - Omni Agent Solutions...,1 7+( 81,7(' 67$7(6 %$1.5837&< &2857 )25...
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1
Chapter 11 Case No. 20-10166 (JTD) Hearing Date: March 13, 2020 at 10:00 am Objection Deadline: March 6, 2020 at 4:00 PM
NOTICE OF APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF HAHN & HESSEN LLP AS LEAD BANKRUPTCY COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS NUNC PRO TUNC TO FEBRUARY 4, 2020
PLEASE TAKE NOTICE that on February 2 1 , 2020, the Official Committee of
Unsecured Creditors (the “Committee”) appointed in the Chapter 11 cases of Lucky’s Market
Parent Company, LLC, et al. (collectively, the “Debtors”) filed the Application for an Order
Authorizing the Retention of Hahn & Hessen LLP as Co-Counsel for the Official
Committee of Unsecured Creditors Nunc Pro Tunc to February 4, 2020 (the “Application”).
PLEASE TAKE FURTHER NOTICE that any objection or response to the
Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the District
of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before
March 6, 2020 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) and (ii) served so as
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), and Sinoc, Inc. (0723).
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to be actually received no later than the Objection Deadline by the undersigned counsel to the
Committee.
PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application is
scheduled to be held before the Honorable John T. Dorsey, United States Bankruptcy Judge,
at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 5,
824 Market Street, Wilmington, Delaware 19801 on March 13, 2020 at 10:00 a.m. (Eastern
Time).
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO
THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY
COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT
FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.
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Dated: February 21, 2020 WOMBLE BOND DICKINSON (US) LLP Wilmington, Delaware
/s/ Morgan L. Patterson Matthew P. Ward (Del. Bar No. 4471) Morgan L. Patterson (Del. Bar No. 5388) 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: [email protected] [email protected]
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HAHN & HESSEN LLP Mark S. Indelicato (admitted pro hac vice) Mark T. Power (admitted pro hac vice) Janine M. Figueiredo (admitted pro hac vice) 488 Madison Avenue New York, New York 10022 Telephone: (212) 478-7200 Facsimile: (212) 478-7400 E-mail: [email protected]
[email protected] [email protected]
Proposed Lead Bankruptcy Counsel to The Official Committee of Unsecured Creditors of Lucky’s Market Parent Company, LLC., et al.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1
Chapter 11 Case No. 20-10166 (JTD) Hearing Date: March 13, 2020 at 10:00 am Objection Deadline: March 6, 2020 at 4:00 PM
APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF
HAHN & HESSEN LLP AS LEAD BANKRUPTCY COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
NUNC PRO TUNC TO FEBRUARY 4, 2020 The Official Committee of Unsecured Creditors (the “Committee”) of the above-
captioned debtors and debtors-in-possession (collectively the “Debtors”) hereby submits this
application (the “Application”) pursuant to sections 328(a), 330 and 1103 of title 11 of the United
States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local
Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District
of Delaware (the “Local Rules”), for entry of an order: (a) authorizing the retention and
employment of Hahn & Hessen LLP (“H&H”) as lead bankruptcy counsel to the Committee nunc
pro tunc to February 4, 2020, and (b) providing any additional relief required in order to effectuate
the foregoing. The facts and circumstances supporting this Application are as set forth herein and
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), and Sinoc, Inc. (0723).
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in the Affidavit of Mark T. Power, which is attached hereto as Exhibit A and incorporated herein
by reference. In further support of this Application, the Committee respectfully states as follows:
JURISDICTION, VENUE AND STATUTORY PREDICATES
1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and
1334. Venue is proper in this district pursuant to 28 U.S.C. § 1408 and 1409. This matter is core
within the meaning of 28 U.S.C. § 157(b).
2. The statutory predicates for the relief sought herein are sections 328(a), 330 and
1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and 2016(b), and Local Rule 2014-1.
BACKGROUND
3. Between January 27 and January 28, 2020 (the “Petition Dates”), each of the
Debtors filed a voluntary petition for relief under Chapter 11 the Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware (the “ Court”). The Debtors continue to operate
their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases.
4. On February 4, 2020 (the “Formation Date”), the Office of the United
States Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured
creditors to serve as members of the Committee. The Committee is presently comprised of the
following three members: (i) United Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and
(iii) Benderson Development Company, LLC.
5. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve
as its lead bankruptcy counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel,
Norton Rose Fulbright US LLP (“Norton Rose”) to serve as its special litigation counsel, and
Province, Inc. to serve as its financial advisor.
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RELIEF SOUGHT
6. The Committee seeks authorization to retain H&H, with offices located at 488
Madison Avenue, New York, New York 10022, as its lead bankruptcy counsel, effective as of
February 4, 2020. H&H has extensive experience related to complex Chapter 11 matters and, in
particular, the representation of creditors’ committees in connection therewith. Further, H&H is
highly qualified to represent the Committee in all aspects of the Debtors’ bankruptcy cases, as it
has performed similar services over the course of its many committee representations.
Accordingly, for these and other reasons, the Committee believes that H&H is eminently qualified
to represent it in these Chapter 11 cases.
RETENTION OF H&H
7. As required by the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11
Cases, effective November 1, 2013 (the “UST Guidelines”), H&H responds to the questions set
forth in Section D of the UST Guidelines as follows:
a. H&H did not agree to a variation of its standard or customary billing
arrangement for this engagement;
b. None of the professionals included in this engagement have varied
their rate based on the geographic location of these Chapter 11 cases;
c. H&H did not represent the Committee prior to the Petition Date; and
d. The Committee has approved H&H’s proposed rates and staffing plan. The
H&H attorneys and paraprofessionals staffed on this case, subject to modification depending upon
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further development, are as set forth below.2 These professionals will work on certain aspects of
the case, and H&H has agreed to staff specific matters so as to avoid duplication of efforts:3
e. The Committee and its counsel are currently in the process of formulating a
budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B
Guidelines, recognizing that in the course of a large case like these Chapter 11 Cases, it is highly
likely that there may be a number of unforeseen fees and expenses that will need to be addressed
by the Committee and its counsel.
8. H&H has agreed to be retained to advise and represent the Committee in the
performance of its duties specified in section 1103 of the Bankruptcy Code, including:
a. Rendering legal advice to the Committee with respect to its duties and
powers in this case;
b. Assisting the Committee in its investigation of the acts, conduct,
2 H&H has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ Chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ Chapter 11 cases, and H&H fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so. 3 H&H historically increases its hourly billing rates for its professionals and paraprofessionals in the fall of each year. These hourly rates are effective as of September 2019.
Name Title Hourly Rate 3
Mark T. Power Partner $1,025
Mark S. Indelicato Partner $1,025 Don Grubman Partner $880
Janine M. Figueiredo Partner $800
Jeffrey Zawadski Associate $690
Emma Fleming Associate $350
David Reinhart Paralegal $280
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assets, liabilities, and financial condition of the Debtors, the operation of the Debtors’ businesses,
the desirability of continuance of such businesses, and any other matters relevant to these cases or
to the business affairs of the Debtors;
c. Advising the Committee with respect to any proposed sale of the
Debtors’ assets or a sale of the Debtors’ business operations and any other relevant matters;
d. Advising the Committee with respect to any proposed plan of
reorganization or liquidation and the prosecution of claims against third parties, to the extent not
performed by Norton Rose, if applicable, and any other matters relevant to the cases or to the
formulation of a plan of reorganization or liquidation;
e. Assisting the Committee in requesting the appointment of a trustee or
examiner pursuant to section 1104 of the Bankruptcy Code, if necessary and appropriate; and
f. Performing such other legal services, which may be required by, and
which are in the best interests of, the unsecured creditors, which the Committee represents.
9. The Committee has also retained Norton Rose to act as its special litigation counsel.
Specifically, Norton Rose is tasked with investigating the Debtors’ relationships and transactions
with insiders, including the Debtors’ majority member, The Kroger Co., and the Debtors’ officers,
directors and managing members, and, if appropriate, the prosecution of potential causes of action.
The Committee has assigned separate tasks and responsibilities to H&H and Norton Rose in an
effort to avoid any duplication of effort and to ensure the legal services are performed in an
efficient and cost-effective manner.
10. H&H has informed the Committee that the firm may have represented, from
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time to time, certain creditors of the Debtors or affiliates of such creditors on completely unrelated
matters. The Committee has been assured that while H&H is employed by the Committee, it will
not represent any other entity in connection with these Chapter 11 cases.
11. Based upon the annexed affidavit of Mark T. Power, a member of H&H, sworn
to on February 21, 2020, to the best of the Committee’s knowledge, H&H has and represents no
interest adverse to the interests of the Committee or the Debtors’ estates, and the Committee
believes that the employment of H&H will be in the best interests of both the creditors which this
Committee represents and the Debtors’ estates.
12. H&H has agreed to represent the Committee and to be compensated at its
customary rates for services rendered and for actual expenses incurred in connection therewith, all
subject to approval of this Court in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the Local Rules, and any orders of the Court.
REQUEST FOR APPROVAL OF RETENTION NUNC PRO TUNC TO FEBRUARY 4, 2020
13. The Committee requests that H&H’s retention be made effective nunc pro
tunc to February 4, 2020, to allow H&H to be compensated for the work it performed for the
Committee as of and following the Formation Date and prior to the Court’s consideration and
approval of this Application. Due to the size and complex nature of these Chapter 11 cases, as
well as the significant relief sought by the Debtors during the early stages of these Chapter 11
cases, including the potential expedited sale of the Debtors’ assets, there was an immediate need
for H&H to perform services for the Committee. Accordingly, immediately upon the selection of
H&H as counsel to the Committee on the Formation Date, H&H turned its attention to, among
other things: 1) participating in multiple meetings and calls with the Committee, the Committee’s
proposed financial advisors, counsel to the Debtors, counsel to the Debtors’ lenders, and counsel
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and advisors to potential bidders for the Debtors’ assets, 2) reviewing and requesting additional
information regarding the relief sought by the Debtors’ in their first day motions, and 3) reviewing
and communicating on the Debtors’ proposed bidding procedures, sale, and motion for
authorization to use cash collateral. The Committee submits that under the circumstances, and
to avoid irreparable harm to the Debtors’ estates that may occur if H&H is not immediately
retained, retroactive approval to the Formation Date is warranted. See, e.g., F/S Airlease II, Inc.
v. Simon (In re F/S Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cert. denied, 488 U.S. 852
(1988); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 51 (D. Del. 1989).
NOTICE
14. Notice of this Motion will be given to: (i) the Debtors; (ii) the United States
Trustee for the District of Delaware; and (iii) all parties that have requested notice pursuant to
Bankruptcy Rule 2002.
NO PRIOR REQUEST
15. No previous request for the relief sought herein has been made to this or any
other court.
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CONCLUSION
WHEREFORE, based upon the foregoing, the Committee respectfully requests (a) entry
of the annexed order authorizing the Committee to retain Hahn & Hessen LLP as its lead
bankruptcy counsel under a general retainer, effective as of February 4, 2020, and (b) such other
and further relief as the Court may deem just and proper.
Dated: February 21 , 2020 United Natural Foods, Inc.
Solely in its capacity as CommitteeChairperson and not in its individualcapacity
nt,c,ka-ea,4. By: Nicholas LeitzesAs representative of United Natural Foods,Inc.
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Exhibit A
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1
Chapter 11 Case No. 20-10166 (JTD) Hearing Date: March 13, 2020 at 10:00 am Objection Deadline: March 6, 2020 at 4:00 PM
AFFIDAVIT OF MARK T. POWER
STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )
MARK T. POWER, being duly sworn, deposes and says:
1. I am an attorney at law duly admitted to practice before the United States
Bankruptcy and District Courts for the Southern, Eastern, and Northern Districts of New York, the
Court of Appeals for the Second and Third Circuits, as well as in the Courts of the State of New
York, and a member of the firm of Hahn & Hessen LLP (“H&H”). My firm maintains offices for
the practice of law at 488 Madison Avenue, New York, New York 10022.
2. To the best of my knowledge, after due inquiry, neither myself, my firm nor any
member or associate thereof has any connection with Lucky’s Market Parent Company, LLC, et
al., the debtors and debtors-in-possession herein (the “Debtors”) or any interested party in these
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), and Sinoc, Inc. (0723).
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bankruptcy proceedings, except as disclosed herein. My firm and all its members and associates
are “disinterested persons” as that term is defined in section 101(14) of title 11 of the United States
Code (the “Bankruptcy Code”).
3. On February 4, 2020 (the “Formation Date”), the Office of the United States
Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured creditors to
serve as members of the Official Committee of Unsecured Creditors of the Debtors (the
“Committee”). The Committee is presently comprised of the following three members: (i) United
Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and (iii) Benderson Development Company,
LLC.
4. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve as its
lead bankruptcy counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel, Norton
Rose Fulbright US LLP as its special litigation counsel, and Province, Inc. to serve as its financial
advisor.
5. H&H has agreed to act as lead bankruptcy counsel to the Committee and to be
compensated at its customary hourly rates for services rendered and to be reimbursed for its actual
expenses incurred therewith, subject to Court approval in accordance with applicable provisions
of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware, and any orders of the Bankruptcy Court. Commencing October 1, 2019, the hourly
rates charged by H&H for such services range from $620 to $1,025 per hour for partners, from
$350 to $690 for associates, from $520 to $900 for special counsel and of counsel, and from $110
to $290 for paralegals.2 H&H has received no retainer from the Committee or anyone else. H&H
2 H&H historically reviews and, if appropriate, changes its billing rates on or about October 1st.
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will make the appropriate monthly, interim, and final applications to the Court for its compensation
and reimbursement of its expenses as an administrative expense of the estate.
6. H&H has represented creditors’ interests in insolvency proceedings for more than
80 years, and is particularly experienced with the representation of creditors’ committees in
complex Chapter 11 cases. H&H will assist the Committee in performing those services specified
in section 1103 of the Bankruptcy Code.
7. As required by the Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11
Cases, effective November 1, 2013 (the “UST Guidelines”), H&H responds to the questions set
forth in Section D of the UST Guidelines as follows:
(a) H&H did not agree to a variation of its standard or customary billing arrangement for this engagement;
(b) None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;
(c) H&H did not represent the Committee prior to the Petition Date;
(d) The Committee has approved H&H’s proposed rates and staffing plan. The H&H attorneys and paraprofessionals staffed on this case, subject to modification depending upon further development, are as set forth in the Application.3 These professionals will work on certain aspects of the case, and H&H has agreed to staff specific matters so as to avoid duplication of efforts; and
(e) The Committee and its counsel are currently in the process of formulating a budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B Guidelines, recognizing that in the course of a large case like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Committee and its counsel.
3 H&H has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases, and H&H fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines, in future cases should it determine that it is appropriate to do so.
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8. The Debtors have numerous unsecured and secured creditors and, from time to
time, H&H may have represented certain of those creditors in completely unrelated matters. H&H
maintains records of all of its clients and the matters on which it represents those clients. I have
caused an examination of these records to be made to determine which, if any, of the Debtors,
affiliates of the Debtors, the Debtors’ secured creditors, largest unsecured creditors of the Debtors,
significant equity holders, managers, members, officers and directors of the Debtors, H&H may
have represented in the past or may be representing at the present time in unrelated matters.
Annexed hereto as Schedule 1 is a list of the parties that I caused to run a conflict search on
(“Schedule 1”).4
9. The conflict search that I caused to be run has disclosed that H&H does not and has
not represented any of those parties, except to the following extent:
(a) H&H has represented in the past, and continues to represent JP Morgan Chase and Signature Bank, in totally unrelated matters not involving the Debtors. Those institutions are listed under “Bank” on the Debtors’ conflict list, indicating, upon information and belief, that certain Debtors maintain bank accounts with those institutions. Although not a conflict, H&H will not represent JP Morgan Chase or Signature Bank in any capacity in these cases; and
(b) H&H has worked on other matters unrelated to the Debtors with certain of the Debtors’ proposed professional service providers, including Polsinelli P.C., Alvarez and Marsal, Great American Group, and Omni Agent Solutions, Inc. H&H does not believe those other dealings present any conflict, but is disclosing them here out of an abundance of caution and for the purpose of full disclosure.
10. There may be creditors of the Debtors not listed on Schedule 1 which H&H may
have represented or may be representing, but H&H is presently unaware of these parties. In no
event, however, is H&H representing any other creditor with respect to the Debtors’ bankruptcy
cases or any interest adverse to the interest of the Committee. To the extent I become aware of
4 The annexed list of Interested Parties was provided by Debtors’ counsel.
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my firm having represented any other creditors of the Debtors, I will file a supplemental affidavit
advising the Court of the same.
11. My firm’s representation of creditors of the Debtors in matters unrelated to these
cases would not preclude H&H from vigorously representing the unsecured creditors as counsel
to the Committee. Nothing shall impede H&H’s ability to vigorously pursue the rights of the
Committee in these cases.
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12. H&H does not represent any interest adverse to that of the Committee or the
Debtors' estates in the matters upon which it is to be engaged, and H&H, while employed by this
Committee, will not represent any individual creditor in any capacity in connection with these
cases. Deponent knows of no reason why this firm cannot act as counsel to the Committee herein.
Sworn to before me thissT day of February, 2020
Uhl C-2 Notary Public
MARIE L. CURRYNotary Public. State of Nsw irtrrk
No. 01CU0194847Qualified In Queens
Commission Expire, DoloberC°11114, 2020
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/s/ Mark T. PowerMARK T. POWER
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Schedule 1
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Parties in Interest Searched AGENT Asia America Direct Bui Tran Tu Chang Chia Yu Chen Liqin Dae Yang Immigration Corporation Dexiu Hu Gao Lin Goldmax Immigration Consulting Co., Ltd. Ho-Ping Lin KZC Global Connect Limited Le Long Hoang Liu Jianxin Mason's Immigration Services Mei-Ling Chang Min Zhang Mu Yajia Nana Mei Ngar Kwan Wee Ngo Thi Tuyet Hong Nguyen Thi Thu Hong Orient & Pacific Vietnam Pacific York Paul Bernadou & Co Ray Immigration Ren Guorong Shanghai Can-Achieve Consultants Ltd Shi Hui Chiang Sun Chenggang Sycamore International Consulting Co. Truong Nguyen Thuy Tram Tsai Hsinlun US-Connect Van Chau Vu Lam Wai Man Ho Wei Wang Xu Kai Yang Wei Younghoon Park Yuen Hing Lam Yuwei Gu
Bank JP Morgan Chase Meta Bank Signature Stockman Bank Sun Trust Director/Officers Darling, Christopher Gilliland, Patrick Phillips, Michael Pillari, Andrew Schlotman, J. Michael Schulte, Christopher Seitz, Andrew Sharon, Jason B Woods, Maria Government Regulatory Colorado Unclaimed Property Division Florida Unclaimed Property Division Georgia Unclaimed Property Division Indiana Unclaimed Property Division Kentucky Unclaimed Property Division Michigan Unclaimed Property Division Missouri Unclaimed Property Division Montana Unclaimed Property Division Ohio Unclaimed Property Division Wyoming Unclaimed Property Division Insurance American Zurich Insurance Company Argonaut Great Central Insurance Company Argonaut Insurance Company Beazley Great American Insurance Company Lloyd's of London Marsh USA, Inc. Ohio Bureau of Work Comp Pinnacol Assurance Queen City Assurance SterlingRisk Vine Court Assurance Wyoming Bureau of Work Comp
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Known Affiliates - JV LFM Jackson, LLC (Colorado) LFM Stores LLC Lucky's Farmers Market Holding Company, LLC Lucky's Farmers Market of Ann Arbor, LLC (CO) Lucky's Farmers Market of Billings, LLC (Montana) Lucky's Farmers Market of Columbus, LLC (Ohio) Lucky's Farmers Market of Rock Hill, LLC (Colo) Lucky's Farmers Market Resource Center, LLC Lucky's Farmers Market, LP Lucky's Market 2, LP Lucky's Market GP 2, LLC Lucky's Market Holding Company 2, LLC Lucky's Market of Bloomington, LLC(CO) Lucky's Market of Gainesville, LLC(CO) Lucky's Market of Longmont, LLC (Colorado) Lucky's Market of Naples, FL, LLC(CO) Lucky's Market of Plantation, LLC (Colorado) Lucky's Market of Savannah, GA, LLC(CO) Lucky's Market of Traverse City, LLC(CO) Lucky's Market Operating Company, LLC Lucky's Market Parent Company, LLC Sinoc, Inc LANDLORD 1916 LLC 425SC, LLC 7978 Associates VII, LLC (Benderson) ARC Clorlf1001, LLC ATA Forum Louisville KY LLC Benderson Properties, Inc Blackfox Parkway Associates LLC Bre Mariner Hunters Creek, LLC BRNK Bradenton LLC Buffalo Ridge Center South LLC Conis Development Co Conis Inc CORE Sycamore Town Center LLC
Dale Company LLC Dania Live 1748, LLC DDR KM Shopping Center LLC DDRTC Cypress Trace LLC Dixit Properties LLC EBP 2800 North High LLC Glades 95th LLC Glenstone Marketplace LLC GLL Selection II Florida LP Griffin Farm at Midtown II, LLC Gunbarrel Properties LLC Halifax Associates LLC West Park Shopping Center LLC Woolbright Wekiva LLC WR-I Associates LTD LENDER BBIF Subsidiary CDE 3, LLC Gilliland, Michael The Kroger Co. Lien Holder U.S Bank Equipment Finance Litigation Bryan Cave Leighton Paisner LLP Casias, Charlotte Fisher & Phillips LLP Hypower, Inc. Linkhorst & Hockin, P.A. Napoleon, Marie Sturgis, Kathleen Welch, Tyler Zukoski, Margaret PROFESSIONALS Alvarez and Marsal Great American Group Omni Agent Solutions PJ Solomon Polsinelli P.C. Weil, Gotshal, and Manges LLP SIGNIFICANT SHAREHOLDER Lucky's Founders Holdings, LLC The Kroger Co. UTILITIES AEP Ohio
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Ameren Missouri American Waste Beaches Energy Blue Stream Bright House Networks CenturyLink Charlotte County Utilities Charter Communications (Spectrum Business) Cima Energy Solutions LLC (Supreme Energy Inc) City of Ann Arbor Water Utilities City of Billings City of Bloomington City of Boca Raton City of Boulder City of Clermont Florida Utilities City of Cleveland Division of Water City of Columbia City of Columbus City of Fort Collins Utilities City of Iowa City City of Longmont Utilities City of Missoula City of Neptune Beach City of Oakland Park City of Ormond Beach City of Panama City Utilities Dept City of Plantation City of Sarasota City of Savannah City of St Petersburg City of Tallahassee City of West Melbourne City of Winter Park City Utilities of Springfield Collier County Public Utilities Department Columbia Gas of Kentucky Columbia Gas of Ohio Comcast Constellation Energy Services Cox Communications Inc DirecTV Dish Network Dominion Energy Ohio
DTE Energy Duke Energy Federal International Recycling And Waste Solutions, LLC Fireside Natural Gas LLC Florida Natural Gas Florida Power & Light Florida Public Utilities FPL Energy Services Gainesville Regional Utilities Georgia Power Grand Traverse County DPW Gulf Power Illuminating Company JEA Kentucky American Water Kentucky Utilities Company Lake Apopka Natural Gas District Lee County Utilities Lexington-Fayette Urban County Government LG&E Louisville Water Company Lower Valley Energy Market at McKnight 1 LLC MCI Communications Mediacom MidAmerican Energy Company Missoula Compost Collection LLC Missoula Water Montana-Dakota Utilities Company National Exemption Service Northeast Ohio Regional Sewer District Northwestern Energy Orange County Utilities Organix Recycling LLC Orlando Utilities Commission Republic Services Royal Waterworks, Inc. Rumpke Inc Silver Star Communications Smithville Communications Spectrum Spire, Inc. TECO Energy TECO Peoples Gas Think Utility Services
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Time Warner Cable Traverse City Light & Power Vectren Waste Management Waste Pro WCA Waste Systems Inc West Bank Sanitation Western Disposal Services Wheat Ridge Sanitation District Wheat Ridge Water District Xcel Energy XO Communications Vendor 5 Star Refrigeration & Air Conditioning A-1 Daylighting LLC ABS Facility Maintenance Advanced Refrigeration & Air Advertising With Wit Inc Alberts Organics Inc Amazon American Outdoor Products Inc Americana Companies Inc Ampro Aramark & Career Apparel Group Barbers Inc. Benderson Properties, Inc. Blackhawk Network, Inc Bluebird Botanicals Bluesoho Boiron USA Inc Borden Dairy Company Brad Fisher Breadworks Briggs Distributing Co Inc Bunzl Holdings, Inc. Burkhardt Distributing Co Inc Burts Bees Caito Foods LLC Caito Foods Service Captiveaire Systems Inc Carbamericas Inc. Cardlytics Inc Carroll Distributing Company Case Contracting Company Cavalier Distributing
CBDRX Inc Central Bag & Burlap Century Fire Protection Ceridian HCM,Inc. Champion Brands Inc Charlies Produce Chelan Fresh Marketing City Beverages Coastal Beverage Ltd Coker Construction Cone Distributing Inc Conis Development Co Continental Flowers Cornerstone On Demand Inc Country Life LLC Cozzini Bros Inc Crosset Company LLC CV Sciences Inc CWB Holdings Inc Dade Paper & Bag Co Design Design Inc Digital Evolution Group, LLC Divisions Maintenance Group Double Eagle Distribution EAN Services LLC Ecolab Pest Elimination Division Farm Boy Produce LLC Farmer Mikes Produce Inc FBC of Denver LLC Flexprint LLC Flora Fine Foods Florida Distribution Company Florida Power & Light Flowers Baking Co of Bradenton Frangiosa Farms LLC Freshpoint of Central Florida Freshpoint of Denver Full Spectrum Distribution Gaia Herbs Inc Garda CL Inc Garden of Life Georges Distributing Gexpro Global Axiom, Inc. Gold Coast Beverage Gourmet Foods International
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Gourmet International Ltd Granite Telecommunications Great Bay Distributors Inc Great Lakes Wine & Spirits - General Wine Great Plains Beef LLC GSP Marketing Technologies Inc Halperns Steak & Garys Seafood Harvest Meat Company Inc Heidelberg Dist High Country Beverage Corporation Horizon Food Equipment Inc Hussmann Corporation Hydro Flask USA 1G Consulting, LLC Imperial Beverage Co - Elite B Insignia Systems Inc Intermountain Dist Co International Wine and Spirits Irwin Naturals Iverify Inc J Raymond Construction Corp Jackson Hole/Teton Distributing Jarrow Formulas Inc JDA Software Inc JJ Taylor Distributing Florida John Boos & Co Johnson Brothers Kikkerland Design Inc KPS Global LLC Kronos Incorporated Lewan & Associates Inc Loco Food Distribution Lohmiller & Company Lohr Distributing Company Inc Magnolia River Manufacturing C Major Brands Mcclains Old Florida Gourmet MCG Architecture Mcgregor's Greens LLC Megafood Mettler-Toledo LLC Middleby Advantage Mineral Fusion Natural Brands Mission Foods Murphy Company Natural Products Group
Neelands USA Ltd Nikko Enterprise Corporation Nordic Naturals Inc North Bay Produce, Inc. North Florida Sales Now Foods Nutraceutical Corporation Nutranext Business LLC 0 & W Inc Onesource Magazine Dist LLC Online Freight Services Inc Opici Family Distributing Organicgirl, LLC Orvino Imports & Distributing Osprey Beverages LLC Pacifica Beauty Paycom Payroll LLC PCM Sales Inc PDF Foods LLC Pepsi Beverages Prairie Farms Dairy Prairie Farms Dairy Missouri Premier Beverage Company LLC Produce Exchange, Co., Inc. Progressive Distribution LLC Proguard Service and Solutions PTM Consulting LLC PTR Baler and Compactor Compan Pure Hothouse Foods Inc. Pure Water Technologies #1 LLC Purevision Technology Inc Quality Casing Company Inc Rave Associates Inc Reed Transport Services, Inc. Reliance Vitamin Co Inc Renew Life Formulas, Inc. Republic National Distributing Company Republic Services Restorative Botanicals LLC Rocky Mountain Eggs Inc Rocky Mountain Reserve Royal Crest Dairy Inc Schmid Construction Schwabe North America Inc Seasons-4 Inc Seattle Fish Company
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Seattle Fish Company Int Shamrock Foods Company Sherwood Food Distributors Siemens Industry Inc Snyder Construction Inc Softchoice Corporation Source Refrigeration & HVAC Inc Southern Glazers Wine and Spir Southern Style Spices Southgate Mall Montana II LLC Staples Business Advantage Summit Beverage Suncity Produce Co Superior Beverage Group Sysco Central Florida Inc Sysco Denver Inc Sysco Detroit LLC Sysco Food Services Cleveland Sysco Grand Rapids Sysco Gulf Coast Inc Sysco Indianapolis LLC Sysco Intermountain Sysco Jacksonville Inc Sysco Kansas City Inc Sysco Louisville Inc Sysco Montana Inc Sysco Southeast Florida Sysco St Louis LLC Sysco West Coast Florida Inc Tarrant Lighting Teague Freyaldenhoven Freyalde Architects & Planners LLP Tennant Sales and Service Company The Kroger Co. Thomas Sign and Awning Company Thomas Sign And Awning Company Inc Toshiba Global Commerce Solutions Inc Trade Fixtures LLC Tri-Eagle Sales Trillium Service Companies LLC Troyers of South Florida Truno Retail "technology Solutions Tundra Restaurant Supply Inc UNFI Van Solkema Produce of Georgia Vintage Wine
Vital Proteins LLC Vitality Works Inc Wasserstrom Waste Management WD Partners Inc Western Paper Distributors Inc Winebow Wyoming Liquor Division
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Schedule 2
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Disclosures
Name Relationship to Debtors Relationship to Hahn & Hessen
JP Morgan Chase and Signature Bank
Bank Past and current client of the Firm in unrelated matters.
Polsinelli P.C. Law Firm Worked with professionals in unrelated cases.
Alvarez and Marsal Financial Advisors Worked with professionals in unrelated cases.
Great American Group Liquidation Agent Worked with professionals in unrelated cases.
Omni Agent Solutions, Inc.
Noticing and Administrative Agent Worked with professionals in unrelated cases.
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1
Chapter 11 Case No. 20-10166 (JTD) Hearing Date: March 13, 2020 at 10:00 am Objection Deadline: March 6, 2020 at 4:00 PM
AFFIDAVIT OF NICHOLAS LEITZES, AS REPRESENTATIVE OF UNITED
NATURAL FOODS, INC., CHAIRMAN OF THE COMMITTEE, IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT
AND RETENTION OF HAHN & HESSEN LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LUCKY’S MARKET PARENT
COMPANY, LLC, ET AL., NUNC PRO TUNC TO FEBRUARY 4, 2020
I, Nicholas Leitzes, hereby declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury
as follows:
1. This declaration is submitted in support of the Application for Entry of an
Order Authorizing the Employment and Retention of Hahn & Hessen LLP (“H&H”) as Co-
Counsel to the Official Committee of Unsecured Creditors (the “Committee”) of Lucky’s et al.
(the “Debtors”), nunc pro tunc to February 4, 2020 (the “Application”). Unless otherwise stated, I
have personal knowledge of the facts set forth hereinafter.
2. On February 4, 2020 (the “Formation Date”), the Office of the United
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), and Sinoc, Inc. (0723).
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States Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured
creditors to serve as members of the Committee. The Committee is presently comprised of the
following three members: (i) United Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and
(iii) Benderson Development Company, LLC. After its formation, the Committee interviewed
several law firms interested in serving as counsel to the Committee in these Chapter 11 cases.
During each interview, the Committee sought, among other things, information with respect to
each of the firms’ bankruptcy and non-bankruptcy billing practices, hourly rates and experience.
3. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve
as its lead counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel, Norton Rose
Fulbright to serve as its special litigation counsel, and Province to serve as its financial advisor.
H&H was selected to serve as lead counsel to the Committee based upon, among other things, its
extensive experience representing official committees in Chapter 11 cases before this Court.
4. Based on the information received by the Committee, the Committee
believes that H&H’s hourly billing rates and material terms of its engagement are comparable to
H&H’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and
terms of other comparably skilled professionals.
5. Prior to selecting H&H, the Committee discussed the hourly billing rates
of other firms and compared them to H&H’s rates. In addition, the Committee confirmed that (i)
the H&H attorneys staffed to this engagement will not be charging a premium or in any way
increasing their hourly rates over the fees charged to non-bankruptcy clients, and (ii) the material
terms for the engagement are comparable to terms of other comparably skilled professionals who
the Committee interviewed.
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6. Throughout these cases, the Committee will supervise H&H’s fees and
expenses to manage costs. In particular, the Committee will review H&H’s invoices and monthly
applications for payment of fees and reimbursement of expenses. The Committee understands that
H&H historically increases its hourly billing rates for its professionals and paraprofessionals
periodically, typically in the fall of each year. The Committee has consented to such ordinary
course rate increases.
7. The Committee’s professionals have negotiated an acceptable carve-out
for Committee professionals with the Debtors, their lenders and the Committee as part of the final
order approving the Debtors’ debtor-in-possession financing.
8. The Committee has approved H&H’s proposed rates and staffing plan.
The Committee has been advised that the H&H attorneys and paraprofessionals staffed on this
case, subject to modification depending upon further development, are as set forth below. These
professionals will work on certain aspects of the case, and H&H has agreed to staff specific matters
so as to avoid duplication of efforts:
Name Title Hourly Rate
Mark T. Power Partner $1,025
Mark S. Indelicato Partner $1,025
Don Grubman Partner $880
Janine M. Figueiredo Partner $800
Jeffrey Zawadski Associate $690
Emma Fleming Associate $350
David Reinhart Paralegal $280
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7. Based on the foregoing, the Committee is of the view that it is necessary to
employ H&H and that such employment is in the best interest of the Committee and the Debtors’
estates.
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I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND
CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF.
Dated: February 21, 2020 United Natural Foods, Inc.
Solely in its capacity as Committee Chairperson and not in its individual capacity
____________________________________
By: Nicholas Leitzes
As representative of United Natural Foods, Inc.
Nicholas Leitzes
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1
Chapter 11 Case No. 20-10166 (JTD) Related Doc. No. ___
ORDER AUTHORIZING THE RETENTION OF
HAHN & HESSEN LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned
debtors and debtors-in-possession (collectively, the “Debtors”), having filed its application for
entry of an order pursuant to sections 328(a), 330 and 1103 of title 11 of the United States Code,
11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the “Local Rules”) authorizing the Committee to retain Hahn & Hessen LLP (“Hahn &
Hessen”) to represent it in these Chapter 11 cases nunc pro tunc to February 4, 2020; and upon the
affidavit of Mark T. Power, a member of the firm, duly sworn to on February 6, 2020 (the
“Affidavit”); and it appearing that notice of the Application has been given to the Office of the
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), and Sinoc, Inc. (0723).
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United States Trustee, counsel to the Debtors, and other parties in interest and those entities filing
notices of appearance pursuant to Bankruptcy Rule 2002 and that no further notice need be given;
and it appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C.
§§ 157 and 1334; and it appearing that venue of these cases and the Application in this district is
proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core
proceeding pursuant to 28 U.S.C. § 157(b); and the Court being satisfied based upon the
representations made in the Application and Affidavit that (i) the employment of Hahn & Hessen
is necessary and in the best interest of the Debtors’ estates, (ii) Hahn & Hessen serves no interest
adverse to the Debtors and their estates, and (iii) Hahn & Hessen is a “disinterested person” as that
term is defined in section 101(14) of the Bankruptcy Code; and after due deliberation, and
sufficient cause appearing therefor; it is hereby
ORDERED that the Committee is authorized to employ Hahn & Hessen under a general
retainer as lead counsel to represent it in these Chapter 11 cases effective as of February 4, 2020;
and it is further
ORDERED that Hahn & Hessen shall be compensated at its customary hourly rates in
effect at the time its services are rendered in accordance with the procedures set forth in Sections
330 and 331 of the Bankruptcy Code, such Bankruptcy Rules as may be applicable, the Local
Rules, and any procedures established by order of this Court; and it is further
ORDERED that ten business days’ notice must be provided by Hahn & Hessen to the
Debtor, the United States Trustee, and the Committee prior to any increases in the rates set forth
in the Application and the Affidavit, and such notice must be filed with the Court. The United
States Trustee retains all rights to object to any rate increase on all grounds including, but not
limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code, and
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the Court retains the right to review any rate increase pursuant to Section 330 of the Bankruptcy
Code.
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