Case 18-11780-BLS Doc 1181 Filed 04/23/19 Page 1 of 66

Case 18-11780-BLS Doc 1181 Filed 04/23/19 Page 1 of 66

EXHIBIT A


Served 3/25/2019Brookstone Holdings Corp., et al. - U.S. Mail

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EXHIBIT B


191420620 v9

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

BROOKSTONE HOLDINGS CORP. et. al.,1

Debtors.

Chapter 11

Case No. 18-11780 (BLS)

(Jointly Administered)

CLASS NOTICE

IF YOU ARE OR WERE A NON-EXEMPT OR HOURLY EMPLOYEE OF BROOKSTONE COMPANY, INC. WITHIN CALIFORNIA DURING THE

PERIOD JULY 7, 2014 TO MARCH 18, 2019, THIS NOTICE MAY AFFECT YOUR RIGHTS.

PLEASE READ IT CAREFULLY AND IN ITS ENTIRETY.

A court authorized this notice. This is not a solicitation.

The purpose of this Class Notice is to advise you of how your rights may be affected by

the Settlement Agreement and Release dated as of February 27, 2019 (the “Settlement

Agreement”)2 reached between the Parties to a purported class action lawsuit filed by a certain

former employee of Brookstone Company, Inc. (referred to hereafter as the “Debtor”) and related

proofs of claim filed in the above-captioned chapter 11 proceedings.3

1 The Debtors, along with the last four digits of each Debtor’s tax identification number, are: Brookstone Holdings Corp. (4638), Brookstone, Inc. (2895), Brookstone Company, Inc. (3478), Brookstone Retail Puerto Rico, Inc. (5552), Brookstone International Holdings, Inc. (8382), Brookstone Purchasing, Inc. (2514), Brookstone Stores, Inc. (2513), Big Blue Audio LLC (N/A), Brookstone Holdings, Inc. (2515), and Brookstone Properties, Inc. (2517). The Debtors’ corporate headquarters and the mailing address for each Debtor is One Innovation Way, Merrimack, NH 03054. 2 Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Settlement Agreement. 3 Any description of the Settlement Agreement in the Class Notice, and any reference to the terms of the Settlement Agreement in the Class Notice, is only a summary of the agreement and is not meant to modify or amend any terms of the Settlement Agreement. In the event of a conflict or inconsistency between the Class Notice and the terms of the Settlement Agreement, the terms of the Settlement Agreement shall control. A copy of the Settlement Agreement and the Joint Motion Seeking To (I) Approve A Settlement, (II) Certify A Class Of California Wage And Hour Claimants For Settlement Purposes Only, (III) Appoint Class Counsel And Class Representative, (IV) Preliminarily Approve The Settlement Agreement, (V) Approve The Form And Manner Of Notice To Class Members Of The Class


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1. Why Should I Read This Notice?

This Class Notice is given pursuant to an Order of the U.S. Bankruptcy Court dated March 18, 2019 [Docket No. 1126] granting preliminary approval of the proposed Settlement Agreement resolving the action captioned Davis v. Brookstone Company, Inc., No. BC659372 (Cal. 2d Supp. Apr. 27, 2017) (the “Class Action”). The Class Action was filed on behalf of Natasha Davis (the “Class Representative”) and the class she seeks to represent.

The Debtors operated a chain of Brookstone retail stores offering a wide variety of innovative products. On August 2, 2018, each of the Debtors commenced a case under chapter 11 of the Bankruptcy Code (the “Bankruptcy Proceeding”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being administered jointly.

After the filing of the bankruptcy, the Debtors and counsel representing the class in the Class Action reached an agreement, memorialized in the Settlement Agreement, to settle all claims in the Class Action, and related claims, arising both before and after the bankruptcy filing.

The Settlement Agreement provides that the Class Representative will represent all current and former nonexempt or hourly employees who worked for Brookstone Company, Inc. within California at any time beginning on July 7, 2014 through and including March 18, 2019 (the “Class”). Any employee who fits this description and does not opt out of the settlement will be deemed a member of the Class (a “Class Member”).

The Settlement Agreement is subject to final approval by the Bankruptcy Court. If the Court approves the Settlement Agreement, it will result in, among other things: (i) a distribution of monetary recovery to Class Members who do not opt out of the Settlement Agreement, (ii) dismissal of the Class Action, (iii) allowance of a Class Proof of Claim as provided in the Settlement Agreement, along with the release of certain actual or potential claims against the Debtors and related parties, (iv) an award of attorneys’ fees and costs, (v) payment of certain administrative and statutory fees and penalties, (vi) payment of certain taxes required to be paid by the Debtors as employers, and (vii) payment of certain enhancements to the Class Representative for her service acting as the named representative of the Class.

Certification and Settlement, (VI) Schedule A Fairness Hearing To Consider Final Approval Of The Settlement, (VII) Finally Approve The Settlement After The Fairness Hearing, and (VIII) Grant Related Relief are available on the Administrative Agent’s website for this Bankruptcy Proceeding: www.omnimgt.com/BKSTDavisSettlement.


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2. Description of the Class Action.

On April 27, 2017, the Class Representative instituted a putative class action lawsuit in California state court against Debtor Brookstone Company, Inc. The Class Action was filed in the Superior Court of the State of California, County of Los Angeles by the law firm Bradley Grombacher, LLP (“Class Counsel”). The initial complaint alleged: failure to pay meal and rest periods in violation of California Labor Code §§ 200, 226.7, 512 and Industrial Welfare Commission Wage Order 7-2001 §§ 11, 12; failure to provide proper wage statements in violation of California Labor Code § 226; failure to provide one day’s rest from seven in violation of California Labor Code §§ 551, 552; failure to provide wages at time of termination in violation of California Labor Code §§ 201-203; and violation of California’s Unfair Competition Law. On August 18, 2017, the Class Representative filed an amended complaint (the “Complaint”) adding a cause of action alleging violations of § 2698, et. seq. of the California Labor Code and seeking civil penalties pursuant to the Private Attorneys General Act (“PAGA”) on behalf of the Class Representative and alleged aggrieved California employees.

The relief sought in the Class Action was largely premised upon the Debtors’ alleged failure to provide meal and rest breaks, failure to provide one day’s rest from seven, failure to provide accurate wage statements, and failure to pay all wages upon employment termination.

The Debtors deny the merits of the claims/allegations asserted in the Class Action and further deny that, absent the Settlement Agreement, the Class Representative could certify a class under Rule 23 of the Federal Rules of Civil Procedure or proceed with a class proof of claim in the Bankruptcy Proceedings. The Debtors contend, among other things, that they have complied at all times with applicable California and federal law. The Debtors further contend that the Class Proof of Claim should not be permitted to proceed on a class-wide basis, and that only persons who filed timely proofs of claim in the Bankruptcy Court should be permitted to assert any claim in the Bankruptcy Proceeding. By way of this settlement, the Debtors do not in any way concede that any class-wide problem existed in connection with the alleged claims in the Class Action, or that the Class Representative is entitled to class-wide relief.

After the filing of the Bankruptcy Proceeding, the Debtors and Class Counsel reached an agreement to settle all claims alleged in and related to the Class Action arising both before and after Debtors’ bankruptcy filing. The Parties have sought approval of this Settlement Agreement from the Bankruptcy Court.

3. Why Did I Get This Class Notice?

You received this Notice because the Debtors’ records indicate that you were a nonexempt or hourly employee who worked for Brookstone Company, Inc. within California at any time beginning on July 7, 2014 through and including March 18, 2019.


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This Class Notice is to inform you of a proposed class action settlement pending in the U.S. Bankruptcy Court in the state of Delaware and how you can participate in or opt out of the settlement.

4. What Is The Class Action Settlement?

The parties have reached a proposed settlement of the Class Action referenced above and you are receiving this notice because the Bankruptcy Court has preliminarily approved the Parties’ agreement. The Settlement will affect all members of the Class who do not opt out and will entitle them to a portion of the class action settlement payment.

Under the terms of the Settlement Agreement, the Class shall receive an allowed general unsecured claim in the amount of $1.03 million (the “Settlement Claim”), against the estate of Brookstone Company, Inc. In addition, in further consideration for the settlement of the above referenced Class Action, upon the entry of a final order by the Bankruptcy Court approving the Settlement Agreement, if the Debtors have consummated any further agreements between it and third parties regarding potential indemnification amounts related to the Settlement (any such payment a “Class Claims Indemnification Payment”), those Class Claims Indemnification Payments shall be aggregated with any amounts obtained from any distribution on account of the Settlement Claim (collectively, the “Settlement Fund”). For the avoidance of doubt, because Brookstone Company, Inc. is a debtor in a bankruptcy proceeding, it is not anticipated that the Settlement Claim will be paid in whole dollars. Rather, while the exact payment to be made in respect of a $1.03 million general unsecured claim is unknown, the Debtor Defendant currently anticipates that approximately 16.4% to 22.5% of the Settlement Claim value will be paid into the Settlement Fund.

The Settlement Fund will be utilized to fund: (i) cash payments to Class Members who do not opt out; (ii) Class Professionals’ fees, costs and expenses, subject to approval by the Bankruptcy Court; (iii) enhancements of $7,500 paid to the Class Representative; (iv) payment of $10,000 to the California Labor Workforce Development Agency (“LWDA”); and (v) certain tax withholdings.

5. Who Is Included in the Settlement?

All current and former nonexempt or hourly employees who worked for the Brookstone Company, Inc. within California at any time beginning on July 7, 2014 through and including March 18, 2019 and who do not timely request to opt out of the Class. The Class excludes all exempt employees.


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6. How Much Will Each Class Member Receive?

A settlement formula has been developed that is intended to fairly and equitably distribute to each Class Member (that does not otherwise opt out of the Settlement Agreement) his or her share of the Settlement Fund.

The “Total Class Distribution Amount” (the total amount to be distributed to all Class Members) will be determined by subtracting the following from the Settlement Fund: (i) Class Professionals’ fees, costs and expenses, subject to approval by the Bankruptcy Court; (ii) enhancements of $7,500 paid to the Class Representative; (iii) payment of $10,000 to the LWDA; and (iv) certain tax withholdings.

The amount of money each Class Member receives (the “Individual Class Member Settlement Payment(s)”) will be based upon the following formula: the Total Class Distribution Amount multiplied by the fraction of an individual Class Member's Gross Wages (as the numerator) over the sum of the Gross Wages of all Class Members who have not opted out of the Class and/or Settlement Agreement (as the denominator).

At this time it is not possible to estimate the specific dollar amount you are projected to receive under the settlement, as the Total Class Distribution Amount is dependent, in part, on the amount of cash that will be distributed in respect of a $1.03 million allowed general unsecured claim under the Debtors’ chapter 11 plan of liquidation (the “Plan”). On February 5, 2019, the Debtors filed a Disclosure Statement for First Amended Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy Code of Brookstone Holdings Corp., et al., Submitted by the Debtors and the Official Committee of Unsecured Creditors as Co-Proponents, which estimated the recovery on general unsecured claims at 16.4%-22.5% on the dollar. Notwithstanding this disclosure, the ultimate recovery on general unsecured claims may be materially higher or lower than this estimated range.

Importantly, Class Members shall be responsible for any and all personal tax liability incurred from receiving any settlement payments.

Individual Class Member Settlement Payments will only be made if the Settlement Agreement is approved by the Bankruptcy Court and the Debtors confirm a chapter 11 plan that is in accordance with Section 7 of the Settlement Agreement. If the Settlement Agreement is not approved or the Debtors do not confirm a chapter 11 plan, then the Debtors will have no obligations under the Settlement Agreement.


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7. How Will Class Professionals and the Class Representative Be Paid?

From the inception of this litigation to the present, Class Counsel have undertaken representation of the Class on a contingent basis and have not received any payment for their services in prosecuting this case, nor have they been reimbursed for any out of pocket expenses. To date, Class Counsel has worked many hours and has spent thousands of dollars working on behalf of the Class. If the Court approves the Settlement Agreement and if the Debtors’ chapter 11 plan is confirmed, then Class Counsel, subject to Bankruptcy Court approval, will receive fees of 33% of the Settlement Fund and no more than $20,000 for their costs and expenses, all payable solely out of the Settlement Fund.

In addition, the professional fees of Dundon Advisers LLC (together with Class Counsel, the “Class Professionals”), as financial and strategic adviser to the Class Representative and Class Counsel, are to be paid out of the Settlement Fund and are not to exceed fifteen percent (15%) of the Settlement Fund amount (and, additionally, Dundon Advisers LLC will waive or refund one-half of the excess over $75,000 in fair value of fees it would otherwise receive or be entitled to receive).

If the Court approves the Settlement Agreement and if the Debtors’ chapter 11 plan is confirmed, the Class Representative will receive an enhanced award in the amount of $7,500 in addition to her Individual Class Member Settlement Payment, payable out of the Settlement Fund. The enhancement is to compensate the Class Representative for her efforts and the risks she undertook in representing the Class.

Class Professionals’ request for fees were filed at the same time as the motion seeking both preliminary approval of the Settlement Agreement and (after a later hearing) final approval of the Settlement Agreement. Class Professionals’ compensation will be determined by the Bankruptcy Court at the hearing on final approval of the Settlement Agreement.

8. How Will I Receive Payment?

The Parties have agreed that the Debtors’ Administrative Agent, Omni Management Group, Inc., will mail Individual Class Member Settlement Payment checks directly to Class Members on a periodic basis. If you do not opt out of the Settlement Agreement, you will not have to submit proofs of claim, or take any other action, to receive your Individual Class Member Settlement Payment. If your address changes from the time you receive this Notice, you are required to update your address with the Administrative Agent to receive your check and any other notices.


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9. When Will I Receive My Settlement Payment?

Due to the timing of the claims resolution process contemplated under the Debtors’ Plan, distributions from the Settlement Fund will occur periodically over time, and contemporaneously with distributions to other general unsecured creditors of the Debtors under the Plan. Processing of payments and timing thereof is dependent upon the Bankruptcy Court’s approval of both the Plan and the Settlement Agreement. Importantly, one-third (1/3) of your payment will be treated as wages subject to W-2 reporting. The remaining two-thirds (2/3) will be treated as penalties. The Debtors’ Administrative Agent will issue a Form W-2 for the portion of the settlement payments allocated to wages, and a Form 1099 for the portion of the settlement payments allocated to penalties. You may want to seek the advice of a tax consultant if you have any questions, as the Debtors will not share any responsibility for your individual tax liability. The Debtors (or their successor) will, however, pay the employer’s portion of the payroll taxes.

10. What Am I Giving Up If I Participate In This Settlement?

The Settlement Agreement provides that once the Court enters an order finding the proposed settlement fair, adequate and reasonable, and all appeals have been resolved or all appeals periods have expired, those Class Members who have not timely requested exclusion by opting out shall be deemed to have fully, finally and forever released, relinquished and discharged the legal claims described below, even if you separately filed a proof of claim in the Bankruptcy Proceeding prior to mailing of this Class Notice.

Specifically, upon the Settlement Effective Date and in exchange for the consideration provided, and except as to such rights or claims as may be created by the Settlement Agreement, the Class Representative, the PAGA Representative, and all Class Members (excluding Opt Outs)—regardless of whether they have submitted a timely and valid proof of claim in the Debtors’ bankruptcy cases prior to mailing of this Class Notice—and their respective heirs, beneficiaries, devisees, executors, administrators, trustees, conservators, guardians, personal representatives, successors-in-interest and assigns (the “Releasing Person(s)”), shall fully and forever completely release and discharge the Debtors and all of their past, present or future subsidiaries, parents, affiliates, officers, directors, employees, representatives, insurers, agents, counsel, successors, heirs, assigns, executors, administrators, affiliated entities, and vendors, including but not limited to, the program manager of pay card services (each a “Released Party”) from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys’ fees, damages, action or causes of action of whatever kind or nature that were alleged in the Class Action or which could reasonably have been alleged under California or federal law based on the factual allegations contained in the Class Action, including any claims for unpaid wages, incorrect record-keeping or incorrect wage statements, beginning on July 7, 2014 up to and including March 18, 2019 (the “Release Period”). The release includes, but is not limited to any claims for restitution, equitable


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relief, wages, bonuses or incentive payments, penalties, interest, and/or attorneys’ fees and costs of any kind arising under California or federal law for the claims asserted in the Actions or that could have been alleged under California or federal law based on the alleged facts in any of the complaints filed in any of the Actions, including without limitation, Wage Order 9-2001, Business and Professions Code sections 17200-17208, and California Labor Code sections 200-203, 216, 218.5, 218.6, 225.5, 226, 226.3, 226.7, 510, 512, 558, 1194 and 2698-2699.5 (the California Private Attorneys General Act) and 29 U.S.C. §§ 201 et seq. (collectively, “Released Claims”). Each Class Member (excluding Opt-Outs) acknowledges and agrees that his or her claims for wage statement and/or rest period violations and other claims alleged in the Class Action, or claims that could have been alleged arising out of the facts pled in the Class Action, are disputed and that California Labor Code section 206.5 is therefore not applicable.

For the avoidance of doubt, upon the Settlement Effective Date, each Releasing Person will have agreed that the execution of the Settlement Agreement and the Bankruptcy Court’s final approval thereof will fully, completely and finally resolve any and all issues, disputes or controversies each Releasing Persons has asserted or may assert either inside or outside of the Debtors’ bankruptcy cases that are alleged in the Class Action or that could have been alleged under California or federal law based on the alleged facts in any of the complaints filed in the Class Action.

Furthermore, with respect to the Released Claims only, each Releasing Person will have expressly warranted that he or she has read, understands and intends to waive the rights described in Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.”

Thus, notwithstanding the provision of Section 1452, and for the express purpose of implementing a full and complete release and discharge of each Released Party, Releasing Persons will have expressly acknowledged that the Settlement Agreement is intended to include within its effect, without limitation, all Released Claims that Releasing Persons do not know or suspect to exist in his/her favor at the time of execution of the Settlement Agreement, and that the Settlement Agreement contemplated the extinguishment of any and all such Released Claim(s).

11. What If I Want to Object to the Settlement Agreement?

If you are satisfied with the Settlement Agreement including Class Professionals’ fees and expenses, and the releases, you do not need to do anything. Your Individual Class Member


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Settlement Payment (which may be delivered in more than one periodic distribution) will be mailed to your last known address as indicated in Debtors’ books and records or to such address that you have updated with the Administrative Agent. If you are concerned that the Debtors do not have your current address, please promptly notify Class Counsel as follows:

Via Mail: Marcus Bradley, Esq.

Bradley/Grombacher LLP 2815 Townsgate Road, Suite 130

Westlake Village, CA 91361

Via Phone:

(805) 270-7100

If, on the other hand, you believe that the Settlement Agreement is unfair or inadequate or are dissatisfied with the Settlement Fund or feel that Class Professionals’ fees or expenses should not be approved, you may object to the Settlement Agreement and/or Class Professionals’ fees and expenses by mailing via certified mail, return receipt requested, a detailed written statement bearing the caption of this action shown above on the first page stating your comment or objection to Bradley/Grombacher LLP (Attn: Marcus Bradley) at the address shown above. Objections must be mailed so as to be received no later than twenty-one (21) days after the service of the Class Notice (i.e. April 15, 2019) (the “Objection Deadline”) and must include the caption of the action and your name, address, and telephone number together with a detailed statement of the basis for your objection and whether you wish to be heard personally or by counsel at the final hearing at which the parties will be requesting binding Court approval of the Settlement Agreement and the award of professionals’ fees and costs, as described above.

You may also object or comment in person or by counsel at the final hearing. If you intend to appear through an attorney, you will be solely responsible for the fees and costs of your attorney. If the court rejects either your written or oral objection, you still will be bound by the terms of the Settlement Agreement.

The hearing for final approval of the Settlement Agreement (the "Final Approval Hearing") is currently scheduled to occur on April 29, 2019 at 10:00 a.m. (prevailing Eastern Time) in the courtroom of the Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware located at 824 North Market Street, 6th Floor, Courtroom No. 1, Wilmington, DE 19801. The Final Approval Hearing may be adjourned or continued from time to time in the discretion of the Bankruptcy Court with or without notice by the Bankruptcy Court as the Bankruptcy Court may direct.


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Unless otherwise ordered by the Court, if you or any other Class Member fails to timely file and serve written objections in the manner described above by the specified deadline, or otherwise fail to comply with the procedures set forth herein, you will be deemed to have waived any objections to any or all aspects of the Settlement Agreement and will be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement Agreement and will not be allowed to appear before the Bankruptcy Court at the Final Approval Hearing.

12. What if I Elect To Opt Out of the Settlement Agreement?

If you choose not to be bound by this Settlement Agreement and do not wish to share in any of the benefits described herein (including receiving your Individual Class Member Settlement Payment), you may opt out of the Class by filing an individual proof of claim (an “Opt Out Proof of Claim”) against Debtor Brookstone Company, Inc. no later than thirty (30) days after the date of the mailing of this Class Notice (the “Opt Out Period”). A proof of claim form has been included herein and, should you choose to opt out of the settlement, you may mail the completed form to the Debtors’ Administrative Agent at:

Brookstone Holdings Corp., et al. Opt Out c/o Omni Management Group 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367

The Opt Out Proof of Claim must be received by the Debtors’ Administrative Agent no

later than thirty days after the service of the Class Notice (i.e. April 24, 2019) (the “Opt Out Deadline”). All requests for exclusion from the Class received after the Opt Out Deadline will not be effective and such person will be deemed a member of the Class, even if you filed an individual proof of claim with respect to any Released Claims prior to service of the Class Notice.

Any Class Member who elects to opt out of the Settlement Agreement must pursue his or her claims with the Bankruptcy Court in accordance with the claims allowance process. All Class Members who elect to opt out are stayed or enjoined from pursuing claims that are subject to this Settlement Agreement in state court or any other court that would otherwise have competent jurisdiction, unless the Bankruptcy Court determines otherwise.

Any Opt Out Proof of Claim will be subject to the claims allowance process in the Bankruptcy Court. The Debtors expect to object to claims that lack merit, are not timely filed during the Opt Out Period, are filed in excess, and/or are not supported by proper documentation, and further anticipate that the ultimate recovery on such claims, if any, will be subject to the claims allowance process. Class Members who opt out of the Settlement Agreement may recover, if at all, pari passu with other non-settling general unsecured creditors under the Plan. The actual terms


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of the Plan are available on the Administrative Agent’s website for this Bankruptcy Proceeding: www.omnimgt.com/BKSTDavisSettlement. If the Opt Out Proof of Claim is disallowed and expunged, however, the Class Member who opted out of the Settlement Agreement will receive no recovery on behalf of such claims.

13. What if I Already Timely Filed an Individual Proof of Claim with the Bankruptcy Court?

If you have timely filed an individual proof of claim prior to service of this Class Notice alleging any claim duplicative of or subsumed by the claims asserted in the Class Action (and/or arise out of the same or similar facts) and you do not opt out of the Settlement Agreement, you will receive your Individual Class Member Settlement Payment as set forth above, but will consent to having your individual proof(s) of claim reduced, withdrawn, and/or expunged since your Individual Class Member Settlement Payment will be in full satisfaction of any and all claims asserted in your individual proof(s) of claim that are duplicative of or subsumed by the claims asserted in the Actions and/or arise out of the same or similar facts.

A separately noticed motion will be filed with the Bankruptcy Court seeking to reduce, withdraw and/or expunge individual proofs of claim filed by Class Members who do not opt out of the Settlement Agreement and who have asserted claims that appear to the Debtors to be duplicative of or subsumed by the claims asserted in the Actions and/or arise out of the same or similar facts.

14. When Will the Court Decide Whether To Approve The Settlement?

The Bankruptcy Court will hold a hearing on April 29, 2019 at 10:00 a.m. (prevailing Eastern Time), before the Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware located at 824 North Market Street, 6th Floor, Courtroom No. 1, Wilmington, DE 19801. The purpose of the hearing, in part, will be to determine (1) whether the Settlement Agreement should be finally approved as fair, reasonable and accurate; (2) whether to finally approve all other aspects of the Settlement Agreement, including the aspects discussed herein; (3) whether to approve Class Professionals’ request for fees, costs and expenses and Class Representative’s enhancement payment. The Court reserves the right to adjourn or continue the hearing without further notice to the Class.

You may attend the hearing if you wish, but are not required to do so in order to participate in the Settlement Agreement.

If the Court does not approve the Settlement Agreement, then the Class Action may proceed, however, likely in the jurisdiction of the Bankruptcy Court. If there are further actions


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taken in the case that affect your rights, you will receive notice as determined by the Bankruptcy Court.

Unless otherwise ordered by the Court, any Class Member who does not make his or her objection or opposition known in the manner provided in this Class Notice shall be deemed to have waived all objection and opposition to the Settlement Agreement, including to the fairness, reasonableness and adequacy of the proposed Settlement Agreement, the distribution of settlement payments to Class Members, and Class Professionals’ fees, costs and expenses. After the Final Approval Hearing, Class Members will have no other chance to object or oppose any of these items before Bankruptcy Court prior to approval of the Settlement Agreement.

15. Who is the Judge In this Case?

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware located at 824 North Market Street, 6th Floor, Courtroom No. 1, Wilmington, DE 19801.

16. What Are the Critical Dates?

EVENT DEADLINE

Deadline to submit Opt Out Proof of Claim and opt out of the Settlement Agreement

Opt Out Proof of Claim must be received no later than thirty (30) days after service of the Class Notice (i.e. April 24, 2019)

Deadline to submit any written statement to Class Counsel objecting to or commenting on the Settlement Agreement, who will file the objection with the Bankruptcy Court (only if you do not opt out of the Settlement Agreement)

Written objections or comments must be received by Class Counsel no later than twenty-one (21) days after the service of this Class Notice (i.e. April 15, 2019)

The final hearing to approve the Settlement. The Bankruptcy Court will hold a hearing on April 29, 2019 at 10:00 a.m. (prevailing Eastern Time), before the Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware located at 824 North Market Street, 6th Floor, Courtroom No. 1, Wilmington, DE 19801.

17. Where Can I Find Additional Information?

If you have questions, you may write or telephone Class Counsel at:


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Via Mail: Marcus Bradley, Esq.

Bradley/Grombacher LLP 2815 Townsgate Road, Suite 130

Westlake Village, CA 91361

Via Phone:

(805) 270-7100

This Class Notice is only a summary and does not describe all details of the Settlement Agreement. For full details of the matters discussed in this Class Notice, you may wish to review the Settlement Agreement. Please contact Class Counsel, as provided for above, for a copy of the Settlement Agreement and/or copies of the complaints filed in the Actions. The complete record of all the non-confidential pleadings and papers filed in this case have also been electronically filed with the U.S. Bankruptcy Court for the District of Delaware. Certain information will also be posted on a website maintained by Omni Management Group, Inc., which is located at: www.omnimgt.com/BKSTDavisSettlement.

PLEASE CONTACT CLASS COUNSEL FOR MORE INFORMATION REGARDING THE SETTLEMENT OR THE CLAIMS PROCESS.


Documents

Case 18-11780-BLS Doc 1181 Filed 04/23/19 Page 1 of 66