IN THE UNITED STATES BANKRUPTCY COURT FOR THE …strettodocs.s3.amazonaws.com/files/ad726b41-9d40-433b... · 2019-11-01 · DOCS_DE:226004.2 39566/002 IN THE UNITED STATES BANKRUPTCY

DOCS_DE:226004.2 39566/002

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: iPic-Gold Class Entertainment, LLC, et al.,1

Debtors.

Chapter 11 Case No. 19-11739 (LSS) (Jointly Administered)

Objection Deadline: November 8, 2019 at 4:00 p.m. (ET)

Hearing Date: November 13, 2019 at 10:00 a.m. (ET)2

DEBTORS’ MOTION FOR AN ORDER (I) ESTABLISHING BAR DATES FOR FILING CLAIMS AND

(II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF

The debtors and debtors in possession (collectively, the “Debtors”), in the above-

captioned chapter 11 cases move the Court (this “Motion”), for entry of an order, substantially in

the form attached hereto as Exhibit A, pursuant to sections 105, 501 and 502 of title 11 of the

United States Code (the “Bankruptcy Code”), Rule 3003(c)(3) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 2002-1(e) of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”) for the entry of an order, in substantially the form attached as

Exhibit A (the “Proposed Order”), (i) establishing (a) the general bar date (the “General Bar

Date”) by which all entities, except as otherwise provided herein, must file proofs of claim in

these chapter 11 cases against any of the Debtors that arose prior to the Petition Date (as defined

below), including, without limitation, claims pursuant to sections 503(b)(9), 507(a)(4) or

507(a)(5) of the Bankruptcy Code, (b) the date by which governmental units must file proofs of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.

2 Scheduled for hearing on November 13, 2019 at 10:00 a.m. (ET) with permission from the Court.

Case 19-11739-LSS Doc 484 Filed 11/01/19 Page 1 of 20

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claim in these cases (the “Governmental Bar Date”), (c) the date by which entities must file

proofs of claim relating to the Debtors’ rejection of executory contracts or unexpired leases in

these cases (the “Rejection Bar Date”), (d) establishing a bar date for the filing of requests for

payment of certain administrative claims (excluding claims for fees and expenses of

professionals retained in these proceedings and claims asserting priority pursuant to section

503(b)(9) of the Bankruptcy Code) (the “Administrative Claims Bar Date”), and (e) the date by

which entities must file proofs of claim in these cases as a result of the Debtors’ amendment, if

any, to their schedules (the “Schedules”) filed in these cases (the “Amended Schedules Bar

Date,” and collectively with the General Bar Date, the Governmental Bar Date, the Rejection Bar

Date, and the Administrative Claims Bar Date, the “Bar Dates”); and (ii) approving the form and

manner of notice of the Bar Dates. In support of this Motion, the Debtors respectfully represent

as follows:

Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (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 February 29, 2012. The Debtors confirm their consent, pursuant to Rule 9013-1(f) of the

Local Rules of the United States Bankruptcy Court for the District of Delaware (the “Local

Rules”), to the entry of a final order by the Court in connection with this Motion to the extent

that it is later determined that the Court, absent consent of the parties, cannot enter final orders or

judgments in connection herewith consistent with Article III of the United States Constitution.

2. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue for this matter is

proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.


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3. The statutory and rule bases for the relief requested herein are sections 105, 501

and 502 of title 11 of the Bankruptcy Code, Bankruptcy Rule 3003(c)(3), and Local Rule 2002-

1(e).

Background

4. On August 5, 2019 (the “Petition Date”), each Debtor commenced with this Court

a voluntary case under Chapter 11 of the Bankruptcy Code. 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.

5. No trustee or examiner has been appointed in these chapter 11 cases. On August

14, 2019, the Office of the United States Trustee appointed an official committee of unsecured

creditors (the “Committee”).

6. The Debtors are a leading provider of polished-casual dining in a luxury theater

auditorium environment. The Debtors are one of the largest combined movie theater and

restaurant entertainment destinations with locations that provide a luxurious movie-going

experience at an affordable price. The Debtors provide customers with high-quality, chef-driven

culinary and mixology in unique destinations that include premium movie theaters, restaurants

and lounges.

7. A more detailed description of the Debtors’ business and operations, and the

events leading to the commencement of these chapter 11 cases, is provided in the Declaration of

David M. Baker in Support First Day Motions [Docket No. 4] (the “First Day Declaration”), and

incorporated herein by reference.

8. On September 9, 2019, the Debtors filed their schedules of assets and liabilities

and statements of financial affairs (the “Schedules”). On October 9, 2019, Debtor iPic-Gold

Class Entertainment, LLC also filed certain amended Schedules.


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Relief Requested

9. By this Motion, the Debtors request the entry of an order, in substantially the form

of the proposed order, pursuant to sections 105, 501 and 502 of the Bankruptcy Code,

Bankruptcy Rule 3003(c)(3) and Local Rule 2002-1(e), (a) establishing the Bar Dates and related

claims procedures proposed herein and (b) approving the form and manner of notice thereof.

I. Establishment of the Bar Dates

A. General Bar Date

10. Bankruptcy Rule 3003(c)(3) requires that the Court fix a time within which proofs

of claim must be filed.3 To that end, within five (5) business days after an order is entered

establishing the Bar Dates (the “Bar Date Order”), the Debtors will serve a notice (the date on

which such service is made, the “Service Date”) of the Bar Dates and a proof of claim form, in

substantially the form attached to the Proposed Order as Exhibit 2, upon all known entities

holding potential claims subject to the Bar Dates.4

11. The Debtors request that the Court establish the General Bar Date as 45 days

from the Service Date of the Bar Date Notice (defined below). Except as otherwise provided

herein, the General Bar Date will apply to all claims of any kind that arose prior to the Petition

Date (the “General Claims”), whether secured, priority (including, without limitation, claims

entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code) or

unsecured nonpriority claims. Unless such claims fall within one of the exceptions described

below, entities holding General Claims must file proofs of claim with respect to such General

Claims by the General Bar Date.

3 As used in this Motion, the term “claim” has the meaning given to it in section 101(5) of the Bankruptcy Code.

4 As used in this Motion, the term “entity” has the meaning given to it in section 101(15) of the Bankruptcy Code.


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12. To the extent that a General Claim is entitled to administrative priority under

section 503(b)(9) of the Bankruptcy Code, the Debtors propose that the filing of a proof of claim

be deemed to satisfy the procedural requirements for the assertion of administrative priority

claims under section 503(b)(9) of the Bankruptcy Code; provided, however, that all other

administrative claims under section 503(b) of the Bankruptcy Code must be asserted by separate

Administrative Claim requests for payment in accordance with section 503(a) of the Bankruptcy

Code and pursuant to the Bar Date Order.

B. Governmental Bar Date

13. Pursuant to section 502(b)(9) of the Bankruptcy Code, a proof of claim filed by a

governmental unit in these cases is deemed timely if it is filed within 180 days after the Petition

Date.5 The Debtors therefore request that this Court establish February 3, 2020 at 5:00 p.m.

(prevailing Eastern time), or 180 days after the Petition Date, as the Governmental Bar Date in

these cases.6 The Debtors propose that the Governmental Bar Date apply to all governmental

units holding claims against the Debtors (whether secured, unsecured priority or unsecured

nonpriority) that arose prior to the Petition Date, including governmental units with claims

against a Debtor for unpaid taxes, whether such claims arose from prepetition tax years or

periods of prepetition transactions to which the Debtor was a party.

C. Rejection Bar Date

14. The Debtors anticipate that certain entities may assert claims in connection with

the Debtors’ rejection of executory contracts and unexpired leases pursuant to section 365 of the

5 As used in this Motion, the term “governmental unit” has the meaning given to it in section 101(27) of the Bankruptcy Code. Under Bankruptcy Rule 3002(c)(1), “[a] proof of claim filed by a governmental unit . . . is timely filed if it is filed not later than 180 days after the date of the order for relief.” Because the Governmental Bar Date falls on a Saturday, the Debtors have selected the following Monday, February 3, 2020, as the Governmental Bar Date.

6 The actual 180-day deadline falls on Saturday, February 1, 2020. Therefore, the Debtors propose that the Governmental Bar Date be set for the next business day, Monday, February 3, 2020.


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Bankruptcy Code. The Debtors propose that, for any claim relating to a Court approved

rejection of an executory contract or unexpired lease, in accordance with section 365 of the

Bankruptcy Code and pursuant to an order of the Court (any such order, a “Rejection Order”),

the Rejection Bar Date for such a claim will be the later of (a) the General Bar Date; (b) 30 days

after service of the applicable Rejection Order; and (c) any other date set by an order of the

Court.

D. Administrative Claims Bar Date

15. Section 503(a) of the Bankruptcy Code provides that “[a]n entity may timely file

a request for payment of an administrative expense, or may tardily file such request if permitted

by the court for cause.” 11 U.S.C. § 503(a). The Debtors, therefore, request that the Court

establish the Administrative Claims Bar Date in these chapter 11 cases as the date that is 45 days

after the Service Date of the Bar Date Notice. The Administrative Claims Bar Date will apply

to all Administrative Claims arising on or prior to November 15, 2019 (the “Administrative

Claims Deadline”) (excluding claims for fees and expenses of professionals retained in these

proceedings and claims asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code).

All claimants holding Administrative Claims7 against the Debtors would be required to file with

the Court on or before the Administrative Claims Bar Date a request for payment of such

Administrative Claim, and, if desired, a notice of hearing on such Administrative Claim.

E. Amended Schedules Bar Date

16. The Debtors propose that they will retain the right to: (a) dispute, or assert offsets

or defenses against, any filed proofs of claim, or any claim listed or reflected in the Schedules, as

to nature, amount, liability, classification or otherwise; (b) subsequently designate any scheduled

7 As inserted herein, “Administrative Claims” means those claims under section 503(b) and/or 507(a)(2), excluding those claims for fees and expenses of professionals retained in these chapter 11 cases.


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claim as disputed, contingent or unliquidated (or any combination thereof); and (c) otherwise

amend or supplement the Schedules. If the Debtors subsequently amend or supplement the

Schedules (such Schedules, the “Amended Schedules”) after the Service Date, the Debtors

propose that they will give notice pursuant to Local Rule 1009-2 of any Amended Schedules to

the holders of claims affected thereby, including notice of the Amended Schedules Bar Date to

file proofs of claim in response to any amendment or supplement to the Schedules.

17. In particular, if a Debtor amends or supplements its Schedules to (a) reduce the

undisputed, noncontingent and liquidated amount, (b) change the nature or classification of a

claim against the Debtor or (c) add a new claim to the Amended Schedules, any affected entities

that dispute such changes must, by the Amended Schedules Bar Date, file a proof of claim in

respect of the Amended Schedules or amend any previously filed proof of claim in accordance

with the procedures described herein. The Debtors request that the Court establish the Amended

Schedules Bar Date as the later of: (a) the General Bar Date and (b) 30 days after the date that

the notice of the Amended Schedules is served on the entity. Notwithstanding the foregoing,

nothing contained herein shall preclude the Debtors from objecting to any claim, whether

scheduled or filed, on any grounds, and all of the Debtors’ rights with respect thereto are

expressly reserved.

II. Parties Required to File Proofs of Claim and Administrative Claims.

18. Except as otherwise set forth herein, the Debtors propose that the following

entities holding claims against the Debtors arising prior to the Petition Date be required to file

Proofs of Claim or requests for payment of Administrative Claims arising prior to the

Administrative Claims Deadline on or before the applicable Bar Date:

a. any entity (i) whose prepetition claim against a Debtor is not listed in the applicable Debtor’s Schedules or Amended Schedules, or is listed as either a disputed, contingent, or unliquidated claim (or any combination thereof)


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and (ii) that desires to share in any distribution made in any of the Debtors’ respective chapter 11 cases;

b. any entity that believes that its prepetition claim is improperly classified in the Schedules or Amended Schedules, or is listed in an incorrect amount or against the wrong Debtor and that desires to have its claim allowed in a classification or amount or against a Debtor different from the classification, amount or Debtor identified in the Schedules or Amended Schedules; and

c. any person or entity who believes that its claim against a Debtor is or may be an administrative expense that arises on or prior to the Administrative Claims Deadline, excluding claims for fees and expenses of professionals retained in these proceedings and claims asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code.

III. Proofs of Claim Not Required to Be Filed by the Bar Date

19. The Debtors propose that the following persons or entities whose claims

otherwise would be subject to the General Bar Date or the Governmental Bar Date need not file

Proofs of Claim or requests for payment of Administrative Claims arising prior to the

Administrative Claims Deadline:8

a. any entity that already has filed a signed proof of claim against the applicable Debtor(s) in a form substantially similar to Official Bankruptcy Form No. 410 with: (i) the Clerk of the Bankruptcy Court for the District of Delaware or (ii) the Debtors’ claims and noticing agent, Stretto (“Stretto”);

b. any entity (i) whose claim against a Debtor is not listed as “disputed”, “contingent”, or “unliquidated” in the Schedules or Amended Schedules and (ii) agrees with the nature, classification and amount of its claim as identified in the Schedules or Amended Schedules;

c. any Debtor that has a claim against another Debtor;

d. any holder of a claim that has been paid in full by any of the Debtors in accordance with the Bankruptcy Code or an order of the Court;

e. any person or entity holding a claim for which a separate deadline is fixed by this Court;

8 The Debtors and other parties in interest reserve the right to dispute any of the claims described in this paragraph, and nothing contained in this Motion, Bar Date Order or any of the notices associated therewith shall preclude the Debtors from objecting to any such claims on any ground.


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f. claims for fees and expenses of professionals retained in these chapter 11 cases; and

g. pursuant to paragraph 19(g) of the Final Order: (A) Authorizing Debtors in Possession to (I) Obtain Postpetition Financing Pursuant to U.S.C. Sections 105, 362, 363, and 364, (II) Grant Liens and Superpriority Claims to Postpetition Lenders Pursuant to 11 U.S.C. Section 364; (III) Use Cash Collateral, and (IV) Provide Adequate Protection to Prepetition Credit Parties, (B) Modifying Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, and 364 [Docket No. 322] (the “Final DIP Order”), any of the DIP Lenders or Pre-Petition Credit Parties (as defined in the Final DIP Order).

IV. Procedures for Providing Notice of and Filing Proofs of Claim

20. The Debtors propose the following procedures for providing notice of the Bar

Dates and for filing proofs of claim with respect to General Claims. The Debtors propose to

serve on all known entities holding potential General Claims: (a) a notice of the Bar Dates

substantially in the form of the notice attached to the Proposed Order as Exhibit 1 and

incorporated herein by reference (the “Bar Date Notice”); and (b) a proof of claim form

substantially in the form attached to the Proposed Order as Exhibit 2 (the “Proof of Claim

Form,” together with the Bar Date Notice, the “Bar Dates Notice Package”).

21. As required by Bankruptcy Rule 3001, the Proof of Claim Form substantially

conforms to Official Form 410, with the following substantive modifications:

a. indicating how the Debtors have listed each creditor’s respective claim on the Debtors’ Schedules, including the creditor’s name, the amount of the creditor’s claim against the applicable Debtor, the type of claim held by such creditor (i.e., non-priority unsecured, priority unsecured, or secured) and whether such claim is disputed, contingent, or unliquidated; and

b. adding a field to identify whether a claim is being asserted under Bankruptcy Code section 503(b)(9).

22. The Bar Date Notice states, among other things, that proofs of claim on account

of prepetition claims must be filed with the Debtors’ claim and noticing agent, Stretto, on or


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before the applicable Bar Date. The Debtors intend to mail the Bar Date Notice Package by first

class United States mail, postage prepaid (or equivalent service), to: (a) all known potential

holders of prepetition claims, including all persons and entities listed in the Schedules as

potentially holding claims; (b) the U.S. Trustee; (c) counsel to the Committee; (d) all parties that

have requested notice in these cases pursuant to Bankruptcy Rule 2002 as of the date of the Bar

Date Order; (e) all parties to executory contracts and unexpired leases of the Debtors; (f) all

parties to litigation with the Debtors; (g) the Internal Revenue Service for this District and all

other taxing authorities for the jurisdictions in which the Debtors conduct business; (h) all

relevant state attorneys general; (i) such additional persons and entities as deemed appropriate by

the Debtors; (j) all current employees; and (h) any persons or entities that have filed claims to

date. The Debtors will also cause the Bar Date Notice to be posted by the Service Date on the

website established by Stretto for these cases at https://cases.stretto.com/ipic. The timing of the

Bar Dates will ensure that potential claimants known as of the date hereof will receive at least 45

days’ notice by mail of the General Bar Date.

23. For holders of potential claims listed in the Schedules, the Proof of Claim Form

mailed to such entities will indicate how the Debtors have scheduled the creditor’s claim in the

Schedules, including: (a) the identity of the Debtor against which the entity’s claim is scheduled;

(b) the amount of the claim, if any; (c) whether the claim is listed as disputed, contingent or

unliquidated (or any combination thereof); and (d) whether the claim is listed as a secured,

unsecured non-priority or unsecured priority. Any entity that relies on the information in the

Schedules will bear responsibility for determining that its claim is accurately listed therein.

24. For any claim to be validly and properly filed, a claimant must deliver a

completed, signed original Proof of Claim Form, together with any accompanying


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documentation required by Bankruptcy Rules 3001(c) and 3001(d), to Stretto, in the manner set

forth below and in the Bar Date Notice, so that Stretto receives the Proof of Claim Form by no

later than 5:00 p.m., Eastern Time, on the applicable Bar Date. All such filed Proof of Claims

Forms must: (a) be written in English; (b) be denominated in lawful currency of the United

States; and (c) conform substantially with the Proof of Claim Form. The Debtors propose that

claimants may submit Proofs of Claim Forms in the following manner: (a) electronically with

Stretto via the interface available at https://cases.stretto.com/ipic/fileaclaim or (b) delivered to

Stretto via U.S. mail or other hand delivery method to the following address:

iPic Claims Processing Center c/o Stretto

410 Exchange, Suite 100 Irvine, CA 92602

25. Stretto will not accept Proof of Claim Forms submitted by facsimile or electronic

mail. Stretto shall deem Proof of Claim Forms as filed when Stretto actually receives them (as

described in the Bar Date Notice) by one of the two approved methods of delivery identified

herein.

26. The proposed Bar Date Notice notifies the parties of the Bar Dates and contains

information regarding who must file a Proof of Claim or Administrative Claim, the procedures

for filing a Proof of Claim or Administrative Claim, and the consequences of failure to timely

file a Proof of Claim or Administrative Claim. The Debtors request the Court approve the use of

the Bar Date Notice.

V. Effect of Failure to File a Proof of Claim Form

27. The Debtors propose that entities that fail to properly file a Proof of Claim Form

or an Administrative Claim in accordance with the Bar Date Order on or before the applicable

Bar Date shall not be treated as creditors for purposes of voting and distribution, to the extent


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that any such entity possesses any prepetition claim against the Debtors that (a) is in an amount

that exceeds the amount, if any, that is identified in the Schedules or Amended Schedules on

behalf of such entity as undisputed, noncontingent and liquidated or (b) is of a different nature,

classification or priority than any claim identified in the Schedules or Amended Schedules on

behalf of such entity.

VI. Filing Claims Against Multiple Debtors; Failure to Identify a Debtor

28. The Debtors also propose that all entities asserting claims against multiple

Debtors must complete and file a separate proof of claim with respect to each such Debtor and

identify on each proof of claim the particular Debtor against which such entities assert their

respective claims. Requiring entities to identify the Debtor against which such entity asserts a

claim will greatly expedite the Debtors’ review of the claims in these cases and will cause no

undue burden on claimants.

VII. Supplemental Mailings

29. After the initial mailing of the Bar Dates Notice Package, the Debtors may, in

their discretion, make supplemental mailings of notices, including in the event that: (a) notices

are returned by the post office with forwarding addresses;9 (b) certain parties, acting on behalf of

parties in interest, decline to pass along notices to these parties and instead return their names

and addresses to the Debtors for direct mailing; and (c) additional potential claimants become

known as the result of the Bar Date noticing process. In this regard, the Debtors request that the

Court permit it to make supplemental mailings of the Bar Dates Notice Package in these and

similar circumstances at any time up to twenty-one days in advance of the Bar Date, with any

such mailings deemed timely and the Bar Date being applicable to the recipient creditors. 9 However, if notices are returned as “return to sender” without a forwarding address, the Debtors respectfully request that they should not be required to mail additional notices to such entity or persons.


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VIII. Publication of Bar Date Notice

30. In light of the size, complexity and geographic diversity of the Debtors’

operations, potential claims against the Debtors may exist that the Debtors are unable to identify.

Such unknown potential claims may include, for example, (a) claims of trade vendors that failed

to submit invoices to the Debtors; (b) claims of former employees; (c) claims of entities with

potential, un-asserted causes of action against the Debtors; and (d) claims that, for various other

reasons, are not recorded in the Debtors’ books and records. Accordingly, the Debtors believe

that (a) it is necessary to provide notice of the Bar Dates to entities with potential General Claims

whose names and addresses are unknown to the Debtors and (b) it is advisable to provide

supplemental notice to known holders of General Claims.

31. Therefore, pursuant to Bankruptcy Rule 2002(l) and 9008, the Debtors request

authority, in their discretion, to publish notice of the Bar Dates in substantially the form attached

hereto as Exhibit 3 (the “Publication Notice”) in the USA Today, National Edition, as a means to

provide notice of the Bar Dates to such unknown potential claimants.10 If the Debtors decide to

publish notice of the Bar Dates, the Debtors will cause such publication to occur no later than

seven (7) days after the Service Date. As set forth in Exhibit 3 to the Proposed Order, the

Publication Notice will contain (a) a website address where potential claimants may download

the relevant claim form and related instructions; and (b) a domestic toll-free number whereby

potential claimants can seek additional information with respect to filing General Claims. As a

result of all of these procedures and efforts, as well as the anticipated and ongoing public

attention to the Debtors’ Cases and the establishment of the Bar Dates as requested in this

10 Bankruptcy Rule 2002(l) provides that “[t]he court may order notice by publication if it finds that notice by mail is impracticable or that it is desirable to supplement the notice.”


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Motion, claimants will have or should have the information necessary to be able to file claims in

these cases.

Basis for Relief

I. Ample Authority Exists to Approve the Bar Dates and the Proposed Procedures for Filing Proofs of Claim and Administrative Claims in These Chapter 11 Cases.

32. Bankruptcy Rule 3003(c)(3) generally governs the filing of proofs of claim in a

chapter 11 case and provides, in relevant part, that “[t]he court shall fix and for cause shown may

extend the time within which proofs of claim or interest may be filed.” Fed. R. Bankr.

P. 3003(c)(3). Although Bankruptcy Rule 2002(a)(7) generally provides that all parties in

interest must receive, at a minimum, twenty-one days’ (21) notice of the time fixed for filing

proofs of claim pursuant to Bankruptcy Rule 3003(c), neither the Bankruptcy Code, the

Bankruptcy Rules, nor the Local Rules specify a time by which proofs of claim must be filed in

chapter 11 cases (other than section 502(b)(9) of the Bankruptcy Code relating to governmental

units).

33. It is well recognized that the claims bar date plays an essential role in the twin

goals of bankruptcy—preserving a debtor’s going-concern value and maximizing property

available to satisfy creditors. See Bank of Am. Nat’l Trust & Sav. Assoc. v. 203 N. LaSalle St.

P’ship, 526 U.S. 434, 453 (1999). The claims bar date allows the debtor and parties in interest to

expeditiously determine and evaluate the liabilities of the estate. The absence of such a deadline,

in contrast, would prolong creditor uncertainty, increase the costs and expenses incurred by

debtors in connection with the claims reconciliation process, and delay or even derail the claims

process, thus undercutting one of the principal purposes of bankruptcy law—“secur[ing] within a

limited period the prompt and effectual administration and settlement of the debtor’s estate.” See

Chemetron Corp. v. Jones, 72 F.3d 341, 346 (3d Cir. 1995).


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34. The procedures described herein provide creditors with ample notice and

opportunity and a clear process for filing Proofs of Claim and Administrative Claims and achieve

administrative and judicial efficiency. Indeed, the proposed procedures will provide

comprehensive notice and clear instructions to creditors, on the one hand, and allow these

chapter 11 cases to move forward quickly with a minimum of administrative expense and delay,

on the other hand.

35. The Debtors’ proposed procedures provide clear instructions that will help avoid

confusion or uncertainty among creditors that might lead them to file unnecessary protective

Proofs of Claim or multiple Proofs of Claim that would cause expense and delay in the claims

process for all parties. Additionally, the proposed use of a personalized Proof of Claim Form for

all known creditors is designed to both streamline the claims process and provide useful

information to creditors as to whether and how their claims are reflected in the Debtors’

Schedules. The proposed procedures are designed to comply with the Bankruptcy Code and

provide the Debtors with flexibility in case of the need for supplemental bar dates or situations in

which a creditor’s claim status may change during these chapter 11 cases (such as in the event of

contract rejections). In addition, the procedures proposed for filing requests for payment of

Administrative Claims set forth herein are fair and reasonable.

II. The Proposed Notice Procedures Are Reasonable and Appropriate.

36. Bankruptcy Rule 2002(a)(7) requires that the Debtors provide claimants at least

twenty-one (21) days’ notice by mail of the Bar Dates pursuant to Bankruptcy Rule 3003(c).

Additionally, Bankruptcy Rule 2002(l) provides that the Court may order notice by publication if

it finds that notice by mail is impractical or it is desirable to supplement other notice.

Bankruptcy Rule 9008 also provides that the Court shall determine the form and manner of

publication notice, the newspapers used, and the frequency of publication.


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37. In conjunction with setting deadlines to file Proofs of Claim, the Debtors must

give appropriate notice to interested parties. The Debtors propose to mail the Bar Date Notice to

their known creditors and, thus, must rely on publication to give notice to unknown creditors.

This procedure is consistent with applicable case law and practice in this district. See, e.g.,

Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 317 (1950); see also Chemetron,

72 F.3d at 346 (3d Cir. 1995). To determine the adequacy of notice given to a creditor,

bankruptcy law distinguishes between “known” and “unknown” creditors. Chemetron, 72 F.3d

at 346. As the Third Circuit explained in Chemetron, “[k]nown creditors must be provided with

actual written notice of a debtor’s bankruptcy filing and bar claims date. For unknown creditors,

notification by publication will generally suffice.” Id. (citations omitted). A “known” creditor is

one whose identity is either known or is “reasonably ascertainable by the debtor.” Id. (citing

Tulsa Prof’l Collection Serv., Inc. v. Pope, 485 U.S. 478, 490 (1988)). An “unknown” creditor is

one whose “interests are either conjectural or future or, although they could be discovered upon

investigation, do not in due course of business come to knowledge [of the debtor].” Id. (citing

Mullane, 339 U.S. at 317).

38. Where a creditor is known to the debtor, due process requires that the debtor must

take reasonable steps, such as direct mailing, to provide actual notice of the deadline for filing

proofs of claim. A creditor’s identity is “reasonably ascertainable” if that creditor can be

identified through “reasonably diligent efforts.” Mennonite Bd. of Missions v. Adams,

462 U.S. 791, 798 n.4 (1983). But this does not require the debtor to engage in “impracticable

and extended searches . . . in the name of due process.” See Mullane, 339 U.S. at 317–18.

Rather, the required search is limited to a debtor’s “books and records.” See, e.g., Chemetron, 72

F.3d at 347.


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39. In addition, requiring entities asserting claims pursuant to section 503(b)(9) of the

Bankruptcy Code to assert such claims by filing a Proof of Claim on or prior to the applicable

Bar Dates will ensure that the Debtors have complete information regarding the nature, validity,

and amount of such section 503(b)(9) claims while affording parties asserting section 503(b)(9)

claims appropriate and adequate notice. Moreover, this approach facilitates a more cost-effective

and efficient claims process for such creditors and, by obviating the need for the Debtors to file a

response to individual administrative expense requests, helps conserve estate resources to the

benefit of the Debtors’ creditors.11

40. The Debtors submit that requiring parties to assert section 503(b)(9) claims by

proof of claim on or before the General Bar Date is justified and warranted under the

circumstances of these chapter 11 cases. Indeed, courts in this district routinely fix bar dates for

filing claims under section 503(b)(9) of the Bankruptcy Code. See, e.g., In re True Religion

Apparel, Inc., No. 17-11460 (CSS) (Bankr D. Del. Aug. 2, 2017) (establishing claims bar date

for claims asserted pursuant to section 503(b)(9) of the Bankruptcy Code); In re Emerald Oil,

Inc., No. 16-10704 (KG) (Bankr. D. Del. Mar. 22, 2016) (same); In re Horsehead Holding

Corp., No. 16-10287 (CSS) (Bankr. D. Del. Mar. 22, 2016) (same); In re Magnum Hunter Res.

Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 11, 2016) (same); In re GSE Envtl., Inc., No. 14-

11126 (MFW) (Bankr. D. Del. June 3, 2014) (same); In re FAH Liquidating Corp. f/k/a Fisker

Automotive Holdings, Inc., No. 13-13087 (KG) (Bankr. D. Del. Dec. 30, 2013) (same).

41. The Debtors submit that the relief requested herein provides for clear notice of the

General Bar Date (and other Bar Dates as set forth herein) in satisfaction of the requirements of

11 For the avoidance of doubt, parties asserting Administrative Claims under all other sub-parts of section 503(b) of the Bankruptcy Code must make separate requests for payment in accordance with section 503(a) of the Bankruptcy Code or as otherwise specified by the Bar Date Order or any other order of the Court or in any plan confirmed in these chapter 11 cases.


18 DOCS_DE:226004.2 39566/002

the Bankruptcy Rules and consistent with the underlying policies of the Bankruptcy Code.

Specifically, to the extent the Bar Dates are established, as proposed, the Debtors intend to

(a) cause the Bar Date Notice to be mailed no later than five (5) business days after entry of the

Bar Date Order, and (b) at the Debtors’ discretion, cause the Publication Notice to be published

by a date that is at least twenty-one days (21) prior to the General Bar Date. Additionally,

because the Debtors filed their Schedules on September 9, 2019 (and certain amendments on

October 9, 2019), known creditors will have ample time to review the Schedules, reconcile the

information contained therein with their own books and records, and prepare and file Proofs of

Claim, if necessary.

42. In addition, in the event the Debtors amend or supplement the Schedules

subsequent to the date on which the Debtors serve the Bar Date Notice, the Debtors shall give

notice of any amendment or supplement to the holders of affected claims whereby such holders

will have no less than twenty-one days (21) from the notice date to file Proofs of Claim with

respect to their claims. Moreover, unless otherwise ordered by the Court, and in the event the

Debtors reject an executory contract or unexpired lease, holders of claims arising from such

rejection, if any, shall file claims on account of such rejection by the later of: (a) the General Bar

Date; (b) 5:00 p.m. prevailing Eastern Time on the date that is thirty days (30) following entry of

an order approving the rejection of any executory contract or unexpired lease of the Debtors; and

(c) any date that the Court may fix in the applicable order approving such rejection.

43. The procedures and notice periods described herein afford creditors ample

opportunity to review the Schedules and file Proofs of Claim while, at the same time, ensuring

that the Debtors can achieve certainty with respect to its liabilities in a timely manner. In fact,

the entry of orders granting relief similar to that requested herein is routinely approved in large


19 DOCS_DE:226004.2 39566/002

chapter 11 cases in this district. See, e.g., In re True Religion Apparel, Inc., No. 17-11460 (CSS)

(Bankr D. Del. Aug. 2, 2017) (approving a general bar date that provided for approximately 40

days’ notice to creditors); In re Aquion Energy, Inc., No. 17-10500 (KJC) (Bankr. D. Del. Aug.

16, 2017) (approving a general bar date that provided for approximately 40 days’ notice to

creditors); In re Horsehead Holding Corp., No. 16-10287 (CSS) (Bankr. D. Del. Mar. 22, 2016)

(approving a general bar date that provided for approximately 28 days’ notice to creditors); In re

Magnum Hunter Res. Corp., No. 15-12533 (KG) (Bankr. D. Del. Jan. 11, 2016) (approving a

general bar date that provided for approximately 42 days’ notice to creditors); In re GSE Envtl.,

Inc., No. 14-11126 (MFW) (Bankr. D. Del. June 3, 2014) (approving a general bar date that

provided for approximately 35 days’ notice to creditors); In re FAH Liquidating Corp. f/k/a

Fisker Automotive Holdings, Inc., No. 13-13087 (KG) (Bankr. D. Del. Dec. 30, 2013) (approving

a general bar date that provided for approximately 28 days’ notice to creditors).

44. Accordingly, the Debtors respectfully submit that the Bar Dates and the form and

manner of providing notice thereof are appropriate in light of the circumstances, inure to the

benefit of all parties in interest, and should be approved.

Notice

45. The Debtors will provide notice of this Motion to the following parties, or their

counsel, if known: (a) the Office of the United States Trustee; (b) the Debtors’ prepetition and

postpetition lenders; (c) counsel to the Committee; and (d) all parties who have filed a notice of

appearance and request for service of papers pursuant to Bankruptcy Rule 2002. The Debtors

submit that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

46. No prior request for the relief sought herein has been made to this Court or any

other court.


20 DOCS_DE:226004.2 39566/002

WHEREFORE, the Debtors respectfully request that the Court enter the proposed order,

substantially in the form attached to this Motion as Exhibit A, and grant such other and further

relief as may be appropriate.

Dated: November 1, 2019 PACHULSKI STANG ZIEHL & JONES LLP /s/ Peter J. Keane Jeffrey N. Pomerantz (CA Bar No. 143717) Debra I. Grassgreen (CA Bar No. 169978) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: [email protected]

[email protected] [email protected]

Attorneys for Debtors and Debtors in Possession


DOCS_DE:226084.1 39566/002



Debtors.


Objection Deadline: November 8, 2019 at 4:00 p.m. (ET)

Hearing Date: November 13, 2019 at 10:00 a.m. (ET)2

NOTICE OF DEBTORS’ MOTION FOR AN ORDER (I) ESTABLISHING BAR DATES FOR FILING CLAIMS AND

(II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF

TO: (a) the Office of the United States Trustee; (b) the Debtors’ prepetition and postpetition lenders; (c) counsel to the Committee; and (d) all parties who have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on November 1, 2019, the above-captioned

debtors and debtors in possession (collectively, the “Debtors”), filed the attached Debtors’

Motion for an Order (I) Establishing Bar Dates for Filing Claims and (II) Approving the Form

and Manner of Notice Thereof (the “Motion”) with the United States Bankruptcy Court for the

District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (the

“Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that any response or objection to the

Motion must be filed with the Bankruptcy Court on or before November 8, 2019 at 4:00 p.m.

(Eastern Time).

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC (1035). The Debtors’ principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432. 2 Scheduled for hearing on November 13, 2019 at 10:00 a.m. (ET) with permission from the Court.

Case 19-11739-LSS Doc 484-1 Filed 11/01/19 Page 1 of 3

2 DOCS_DE:226084.1 39566/002

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) the Debtors, iPic-Gold Class Entertainment,

LLC, 433 Plaza Real, Suite 335, Boca Raton, FL 33432-3945, Attn: Hamid Hashemi and Paul

Safran, Esq.; (ii) counsel for the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 N. Market

Street, 17th Floor, Wilmington, DE 19801, Attn: Peter J. Keane, Esq. ([email protected])

and Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 13th Floor, Los Angeles,

CA 90067, Attn: Jeffrey N. Pomerantz, Esq. ([email protected]); (iii) counsel for the

Committee, Cole Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn:

G. David Dean, Esq. ([email protected]); (iv) counsel for the Debtors’ prepetition and

postpetition secured lenders, Burr & Forman LLP, 420 N. 20th Street, Suite 3400, Birmingham,

AL 35203, Attn: Derek F. Meek, Esq. ([email protected]) and Jeffrey T. Baker, Esq.

([email protected]) and Burr & Forman LLP, 1201 N. Market Street, Suite 1407, Wilmington,

DE 19801, Attn: Richard A. Robinson, Esq. ([email protected]) and J. Cory Falgowski, Esq.

([email protected]); (v) the Office of the United States Trustee, 844 King Street, Suite 2207,

Lockbox 35, Wilmington, DE 19801, Attn: Benjamin A. Hackman, Esq.

([email protected]); and (vi) any other party that has filed a request for notices

with the Court.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER

THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON NOVEMBER 13, 2019 AT

10:00 A.M. (EASTERN TIME) BEFORE THE HONORABLE LAURIE SELBER


3 DOCS_DE:226084.1 39566/002

SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, AT THE UNITED

STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH

MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE

19801.

Dated: November 1, 2019 PACHULSKI STANG ZIEHL & JONES LLP /s/ Peter J. Keane Jeffrey N. Pomerantz (CA Bar No. 143717) Debra I. Grassgreen (CA Bar No. 169978) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: [email protected]




DOCS_DE:226004.2 39566/002

EXHIBIT A

Proposed Order


DOCS_DE:226004.2 39566/002



Debtors.


ORDER (I) ESTABLISHING BAR DATES FOR FILING CLAIMS AND (II) APPROVING THE FORM AND MANNER OF NOTICE THEREOF

Upon the motion (the “Motion”),2 of the debtors and debtors in possession (collectively,

the “Debtors”), in the above-captioned chapter 11 cases for entry of an order (this “Order”),

pursuant to sections 105, 501 and 502 of title 11 of the Bankruptcy Code, Bankruptcy Rule

3003(c)(3), and Local Rule 2002-1(e), (i) establishing (a) the general bar date (the “General Bar

Date”) by which all entities, except as otherwise provided herein, must file proofs of claim in

these chapter 11 cases against any of the Debtors that arose prior to the Petition Date (as defined

below), including, without limitation, claims pursuant to sections 503(b)(9), 507(a)(4) or

507(a)(5) of the Bankruptcy Code, (b) the date by which governmental units must file proofs of

claim in these cases (the “Governmental Bar Date”), (c) the date by which entities must file

proofs of claim relating to the Debtors’ rejection of executory contracts or unexpired leases in

these cases (the “Rejection Bar Date”), (d)establishing a bar date for the filing of requests for

payment of certain administrative claims (excluding claims for fees and expenses of

professionals retained in these proceedings and claims asserting priority pursuant to section


2 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.


2

503(b)(9) of the Bankruptcy Code) (the “Administrative Claims Bar Date”), and (e) the date by

which entities must file proofs of claim in these cases as a result of the Debtors’ amendment, if

any, to their schedules (the “Schedules”) filed in these cases (the “Amended Schedules Bar

Date,” and collectively with the General Bar Date, the Governmental Bar Date, the Rejection Bar

Date, and the Administrative Claims Bar Date, the “Bar Dates”); and (ii) approving the form and

manner of notice of the Bar Dates, as more fully set forth in the Motion; and the Court having

jurisdiction to consider the Motion and the relief requested therein 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 February 29, 2012; and consideration of the Motion and the

requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the

Motion having been provided to the parties listed therein, and it appearing that no other or

further notice need be provided; and the Court having reviewed the Motion; and all objections, if

any, to the Motion having been withdrawn, resolved or overruled; and the Court having

determined that the legal and factual bases set forth in the Motion establish just cause for the

relief granted herein; and it appearing that the relief requested in the Motion is in the best

interests of Debtors and their estates and creditors; and upon all of the proceedings had before

the Court and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

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

2. As used herein, (a) the term “claim” has the meaning given to it in section 101(5)

of the Bankruptcy Code, (b) the term “entity” has the meaning given to it in section 101(15) of


3

the Bankruptcy Code and (c) the term “governmental unit” has the meaning given to it in

section 101(27) of the Bankruptcy Code.

3. The forms of the Bar Date Notice, the Proof of Claim Form and the Publication

Notice, attached hereto as Exhibit 1, Exhibit 2 and Exhibit 3, respectively, and the manner of

providing notice of the Bar Dates proposed in the Motion, are approved in all respects. The form

and manner of notice of the Bar Dates approved herein satisfy the notice requirements of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders of this Court. As such,

the Debtors are authorized to serve the Bar Dates Notice Package in the manner described below.

4. The General Bar Date. Except as otherwise provided herein, all entities holding

claims against the Debtors that arose before August 5, 2019 (the “Petition Date”), shall file

proofs of claim on or before 5:00 p.m. (prevailing Eastern time) on the date that is 45 days

from the Service Date of the Bar Date Notice. The General Bar Date applies to all types of

claims against the Debtors that arose prior to the Petition Date, regardless of whether the claim

would be legally classified as administrative, secured, priority (including, without limitation,

claims entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy

Code) or unsecured nonpriority.

5. The Governmental Bar Date. Pursuant to section 502(b)(9) of the Bankruptcy

Code, all governmental units holding claims against the Debtors (whether secured, unsecured

priority or unsecured nonpriority) that arose prior to the Petition Date, must file proofs of claim

on or before the Governmental Bar Date of February 3, 2020 at 5:00 p.m. (prevailing

Eastern time).

6. The Rejection Bar Date. Any entity whose claims arise out of the Court approved

rejection of an executory contract or unexpired lease, in accordance with section 365 of the


4

Bankruptcy Code and pursuant to an order of this Court (any such order, a “Rejection Order”),

must file a proof of claim on or before the later of (a) the General Bar Date; (b) 30 days after

service of the applicable Rejection Order; and (c) any other date set by an order of this Court.

The later of these dates is referred to in this Order as the “Rejection Bar Date.”

7. The Administrative Claims Bar Date. All parties asserting a request for payment

of Administrative Claims arising on or prior to November 15, 2019 (the “Administrative Claims

Deadline”), but excluding claims for fees and expenses of professionals retained in these

proceedings and claims asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code,

are required to file a request for payment of such Administrative Claim with the Court and, if

desired, a notice of hearing on such Administrative Claim3 so that the Administrative Claim is

actually filed with the Court on or before 5:00 p.m. (prevailing Eastern time) on the date that

is 45 days from the Service Date of the Bar Date Notice.

8. The Amended Schedules Bar Date. If the Debtors file any Amended Schedules

after the Service Date, the Debtors shall give notice pursuant to Local Rule 1009-2 of any

Amended Schedules to the holders of claims affected thereby, including notice of the Amended

Schedules Bar Date to file proofs of claim in response to the amendment or supplement to the

Schedules. If a Debtor amends or supplements its Schedules to (a) reduce the undisputed,

noncontingent and liquidated amount, (b) change the nature or classification of a claim against

the Debtor or (c) add a new claim to the Amended Schedules (defined below), any affected

entities that dispute such changes must, by the Amended Schedules Bar Date, file a proof of

claim in respect of the Amended Schedules or amend any previously filed proof of claim in

accordance with the procedures described herein by the later of: (a) the General Bar Date and

3 Administrative Claims filed without a notice of hearing shall not be scheduled for hearing.


5

(b) 30 days after the date that the notice of the Amended Schedules is served on the entity. The

later of these dates is referred to in this Order as the “Amended Schedules Bar Date.”

9. The following categories of claimants shall be required to file a Proof of Claim or

Administrative Claim arising on or prior to the Administrative Claims Deadline by the applicable

Bar Date:

a. any entity (i) whose prepetition claim against a Debtor is not listed in the applicable Debtor’s Schedules or Amended Schedules, or is listed as either disputed, contingent, or unliquidated and (ii) that desires to share in any distribution made in any of the Debtors’ respective chapter 11 cases; and

b. any entity that believes that its prepetition claim is improperly classified in the Schedules or Amended Schedules, or is listed in an incorrect amount or against the wrong Debtor and that desires to have its claim allowed in a classification or amount or against a Debtor different from the classification, amount or Debtor identified in the Schedules or Amended Schedules.

10. The following entities, whose claims otherwise would be subject to the General

Bar Date or the Governmental Bar Date need not file Proofs of Claim or requests for payment of

Administrative Claims arising prior to the Administrative Claims Deadline:

c. any entity that already has filed a signed proof of claim against the applicable Debtor(s) in a form substantially similar to Official Bankruptcy Form No. 410 with: (i) the Clerk of the Bankruptcy Court for the District of Delaware or (ii) the Debtors’ claims and noticing agent, Stretto (“Stretto”);

d. any entity (i) whose claim against a Debtor is not listed as “disputed”, “contingent”, or “unliquidated” in the Schedules or Amended Schedules and (ii) agrees with the nature, classification and amount of its claim as identified in the Schedules or Amended Schedules;

e. any Debtor that has a claim against another Debtor;

f. any holder of a claim that has been paid in full by any of the Debtors in accordance with the Bankruptcy Code or an order of the Court;

g. any person or entity holding a claim for which a separate deadline is fixed by this Court;


6

h. claims for fees and expenses of professionals retained in these chapter 11 cases; and

i. pursuant to paragraph 19(g) of the Final Order: (A) Authorizing Debtors in Possession to (I) Obtain Postpetition Financing Pursuant to U.S.C. Sections 105, 362, 363, and 364, (II) Grant Liens and Superpriority Claims to Postpetition Lenders Pursuant to 11 U.S.C. Section 364; (III) Use Cash Collateral, and (IV) Provide Adequate Protection to Prepetition Credit Parties, (B) Modifying Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, and 364 [Docket No. 322] (the “Final DIP Order”), any of the DIP Lenders or Pre-Petition Credit Parties (as defined in the Final DIP Order).

11. Parties asserting claims against the Debtors that accrued before the Petition Date

must use the Proof of Claim Form substantially in the form attached hereto as Exhibit 2, or a

form that conforms to Official Form 410.

12. The following procedures for the filing of a Proof of Claim Form shall apply:

a. Entities shall file each Proof of Claim Form so they are actually received on or before the applicable Bar Dates either:

(1) Electronically with Stretto via the interface available at https://cases.stretto.com/ipic/fileaclaim; or

(2) Via U.S. mail or other hand delivery method to the following address:

iPic Claims Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602

b. Proofs of Claim Forms will be deemed filed when actually received by

Stretto. Proofs of Claim Forms may not be delivered via facsimile or electronic mail transmission.

c. Proofs of Claim Forms will be collected, docketed and maintained by Stretto.

d. All Proofs of Claim Forms shall be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. The Proofs of Claim Form shall be written in English and be denominated in United States currency. Claimants should attach to the completed form any documents on which the claim is based (or, if such documents are


7

voluminous, attach a summary) or an explanation as to why the documents are not available.

e. Any entity asserting claims against multiple Debtors shall file a separate Proof of Claim Form with respect to each Debtor. In addition, any entity filing a claim shall identify on its form the particular Debtor against which the entity asserts its claim.

13. The Debtors shall retain the right to: (a) dispute, or assert offsets or defenses

against, any filed proofs of claim, or any claim listed or reflected in the Schedules or Amended

Schedules, as to nature, amount, liability, classification or otherwise; (b) subsequently designate

any scheduled claim as disputed, contingent or unliquidated (or any combination thereof); and

(c) otherwise amend or supplement the Schedules. If the Debtors subsequently amend or

supplement the Schedules, the Debtors shall give notice of any Amended Schedules to the

holders of claims affected thereby, including notice of the Amended Schedules Bar Date to file

proofs of claim in response to the Amended Schedules. Notwithstanding the foregoing, nothing

contained herein shall preclude the Debtors from objecting to any claim, whether scheduled or

filed, on any grounds.

14. Any person or entity who is required, but fails, to file a Proof of Claim or an

Administrative Claim arising on or prior to the Administrative Claims Deadline in accordance

with the Bar Date Order on or before the applicable Bar Date shall not be treated as creditors for

purposes of voting and distribution, to the extent that any such entity possesses any prepetition

claim against the Debtors that (a) is in an amount that exceeds the amount, if any, that is

identified in the Schedules or Amended Schedules on behalf of such entity as undisputed,

noncontingent and liquidated or (b) is of a different nature, classification or priority than any

claim identified in the Schedules or Amended Schedules on behalf of such entity.

15. No later than five (5) business days after the entry of this Order, the Debtors,

through Stretto or otherwise, shall serve the Bar Dates Notice Package, including a copy of the


8

Bar Date Notice and the Proof of Claim Form substantially in the forms attached hereto as

Exhibit 1 and Exhibit 2, respectively, by first-class mail, postage prepaid, on: (a) all known

potential holders of prepetition claims, including all persons and entities listed in the Schedules

as potentially holding claims; (b) the U.S. Trustee; (c) counsel to the Committee; (d) all parties

that have requested notice in these cases pursuant to Bankruptcy Rule 2002 as of the date of the

Bar Date Order; (e) all parties to executory contracts and unexpired leases of the Debtors; (f) all

parties to litigation with the Debtors; (g) the Internal Revenue Service for this District and all

other taxing authorities for the jurisdictions in which the Debtors conduct business; (h) all

relevant state attorneys general; (i) such additional persons and entities as deemed appropriate by

the Debtors; (j) all current employees; and (h) any persons or entities that have filed claims to

date.

16. The Proof of Claim Form mailed to such entities will indicate how the Debtors

have scheduled the creditor’s claim in the Schedules, including: (a) the identity of the Debtor

against which the entity’s claim is scheduled; (b) the amount of the claim, if any; (c) whether the

claim is listed as disputed, contingent or unliquidated (or any combination thereof); and

(d) whether the claim is listed as a secured, unsecured non-priority or unsecured priority. Any

entity that relies on the information in the Schedules, as set forth in the provided proof of claim

form, will bear responsibility for determining that its claim is accurately listed therein.

17. Pursuant to Bankruptcy Rules 2002(l) and 9008, the Debtors are authorized, but

not required, in their discretion, to publish the Publication Notice, in substantially the form

attached hereto as Exhibit 3, in the USA Today, National Edition as a means to provide notice of

the Bar Dates to unknown potential claimants. If the Debtors elect to publish any Publication


9

Notice, the Debtors will cause such publication to occur no later than seven (7) days after serving

the Bar Dates Notice Package.

18. The Debtors and Stretto are authorized and empowered to take such steps and

perform such acts as may be necessary to implement and effectuate the terms of this Order.

19. The entry of this Order is without prejudice to the right of the Debtors to seek a

further order of this Court fixing a date by which holders of claims or interests not subject to the

Bar Dates established herein must file proofs of claim or interest.

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

related to the implementation and/or interpretation of this Order.

Dated: ____________, 2019 Wilmington, Delaware

The Honorable Laurie Selber Silverstein United States Bankruptcy Judge


DOCS_DE:226004.2 39566/002

EXHIBIT 1

Form of Bar Date Notice


DOCS_DE:226004.2 39566/002



Debtors.


NOTICE OF BAR DATES FOR FILING CLAIMS

A HOLDER OF A POSSIBLE CLAIM AGAINST THE DEBTORS SHOULD CONSULT AN ATTORNEY REGARDING ANY MATTERS NOT COVERED BY THIS NOTICE, SUCH AS WHETHER THE HOLDER SHOULD FILE A PROOF OF CLAIM.

TO ALL KNOWN CREDITORS OF THE ABOVE-CAPTIONED ENTITIES (COLLECTIVELY, THE “DEBTORS”):

On [_________], 2019, the United States Bankruptcy Court for the District of Delaware (the “Court”) entered an order (Docket No. ___) (the “Bar Date Order”) in the above-captioned chapter 11 cases (the “Cases”) establishing certain claims bar dates.

Pursuant to the Bar Date Order, the Court has established ___________, 2019 at 5:00 p.m. (prevailing Eastern time) as the general bar date (the “General Bar Date”) for filing prepetition claims in the Debtors’ Cases.

As used in this Notice, the term “entity” has the meaning given to it in section 101(15) of the Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), and includes all persons, estates, trusts, governmental units and the United States Trustee. In addition, the terms “persons” and “governmental units” are defined as set forth in sections 101(41) and 101(27) of the Bankruptcy Code, respectively. As used in this notice, the term “claim” means, as to or against any of the Debtors and in accordance with section 101(5) of the Bankruptcy Code: (i) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

THE BAR DATES

The Bar Date Order established the following bar dates for filing proofs of claim in these cases (the collectively, the “Bar Dates”):



2

a. The General Bar Date. Except as otherwise provided herein, all entities holding claims against the Debtors that arose before August 5, 2019 (the “Petition Date”), shall file proofs of claim by the General Bar Date. The General Bar Date applies to all types of claims against the Debtors that arose prior to the Petition Date, regardless of whether the claim would be legally classified as administrative, secured, priority (including, without limitation, claims entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code) or unsecured nonpriority claims. Unless such claims fall within one of the exceptions described below, entities holding General Claims must file proofs of claim with respect to such General Claims by the General Bar Date.

b. The Governmental Bar Date. Pursuant to section 502(b)(9) of the Bankruptcy Code, all governmental units holding claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to the Petition Date, must file proofs of claim on or before the Governmental Bar Date of February 3, 2020 at 5:00 p.m. (prevailing Eastern time).

c. The Rejection Bar Date. Any entity whose claims arise out of the Court approved rejection of an executory contract or unexpired lease, in accordance with section 365 of the Bankruptcy Code and pursuant to an order of this Court (any such order, a “Rejection Order”), must file a proof of claim on or before the later of (a) the General Bar Date; (b) 30 days after service of the applicable Rejection Order; and (c) any other date set by an order of this Court. The later of these dates is referred to in this Notice as the “Rejection Bar Date.”

d. The Administrative Claims Bar Date. All parties asserting a request for payment of Administrative Claims arising on or prior to November 15, 2019 (the “Administrative Claims Deadline”), but excluding claims for fees and expenses of professionals retained in these proceedings and claims asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code, are required to file a request for payment of such Administrative Claim with the Court and, if desired, a notice of hearing on such Administrative Claim so that the Administrative Claim is actually filed with the Court on or before ________, 2019, at 5:00 p.m. (prevailing Eastern time).

e. The Amended Schedules Bar Date. If, subsequent to the mailing date of this Notice, the Debtors amend or supplement any of their Schedules (such Schedules, the “Amended Schedules”), to (a) reduce the undisputed, noncontingent and liquidated amount, (b) change the nature or classification of a claim against the Debtor or (c) add a new claim to the Amended Schedules, any affected entities that dispute such changes are required to file a proof of claim in respect of the Amended Schedules or amend any previously filed proof of claim in accordance with the procedures described herein by the later of: (a) the General Bar Date and (b) 30 days after the date that the notice of the Amended Schedules is served on the entity. The later of these dates is referred to in this Notice as the “Amended Schedules Bar Date.”


3

FILING CLAIMS

1. WHO MUST FILE

Subject to the terms described above for holders of claims subject to the Governmental Bar Date, Rejection Bar Date, the Administrative Claims Bar Date, the Amended Schedules Bar Date, the following entities MUST file a proof of claim on or before the General Bar Date:



2. WHAT TO FILE

The Debtors are enclosing a proof of claim form for use in these cases, or you may use another proof of claim form that conforms substantially to Official Bankruptcy Form No. 410. If your claim is scheduled by the Debtors, the attached form also sets forth: (i) the identity of the Debtor against which the your claim is scheduled; (ii) the amount of your claim, if any; (iii) whether your claim is listed as disputed, contingent or unliquidated (or any combination thereof); and (iv) whether your claim is listed as a secured, unsecured non-priority or unsecured priority.

If you rely on the Debtors’ Schedules, as set forth in the enclosed form, it is your responsibility to determine that the claim is accurately listed therein. The enclosed form sets forth the amount of your claim (if any) as scheduled, identifies the Debtor against which it is scheduled, specifies whether your claim is listed in the Schedules as disputed, contingent or unliquidated (or any combination thereof) and identifies whether your claim is scheduled as a secured, unsecured priority or unsecured nonpriority claim.

You will receive a different proof of claim form for each claim scheduled in your name by the Debtors. You may utilize the proof of claim form(s) provided by the Debtors to file your claim. Additional proof of claim forms may be obtained at the following websites: https://cases.stretto.com/ipic or www.uscourts.gov/forms/bankruptcy-forms/proof-claim.

All proof of claim forms must be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. The proof of claim form must be written in English and be denominated in United States currency. You should attach to your completed proof of claim form any documents on which the claim is based (or, if such documents are voluminous, attach a summary) or an explanation as to why the documents are not available.

Under the Bar Date Order, the filing of a proof of claim form shall be deemed to satisfy the procedural requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code. All other administrative claims under section 503(b) of the Bankruptcy Code must be made by separate Administrative Claim requests for payment in accordance with sections 503(a) of the


4

Bankruptcy Code by the Administrative Claims Bar Date and shall not be deemed proper if made by proof of claim. Claims under section 503(b)(9) must be filed by the General Bar Date.

Any entity asserting claims against multiple Debtors must file a separate form with respect to each Debtor. In addition, any entity filing a claim must identify on its form the particular Debtor against which the entity asserts its claim.

3. WHEN AND WHERE TO FILE

Entities must file each Proof of Claim Form so they are received on or before the applicable Bar Dates either (i) electronically with the Debtors’ claims agent, Stretto (“Stretto”) via the interface available at https://cases.stretto.com/ipic/fileaclaim or (ii) via U.S. mail or other hand delivery method to the following address:



Proofs of claim forms will be deemed filed when actually received by Stretto on or before the

applicable Bar Date. Proofs of claim forms may not be delivered via facsimile or electronic mail transmission.

Proofs of claim forms will be collected, docketed and maintained by Stretto. If you want to

receive acknowledgement of Stretto’s receipt of a proof of claim form, you must submit by the applicable Bar Date and concurrently with submitting your original proof of claim form (i) a copy of the original proof of claim form and (ii) a self-addressed, postage prepaid return envelope.

4. ENTITIES NOT REQUIRED TO FILE A CLAIM

The Bar Date Order further provides that the following entities, whose claims otherwise would be subject to the General Bar Date or the Governmental Bar Date, need not file claims in these cases:

a. any entity that already has filed a signed proof of claim against the applicable Debtor(s) in a form substantially similar to Official Bankruptcy Form No. 410 with: (i) the Clerk of the Bankruptcy Court for the District of Delaware or (ii) the Debtors’ claims and noticing agent, Stretto;

b. any entity (i) whose claim against a Debtor is not listed as “disputed”, “contingent”, or “unliquidated” in the Schedules or Amended Schedules and (ii) agrees with the nature, classification and amount of its claim as identified in the Schedules or Amended Schedules;

c. any Debtor that has a claim against another Debtor;

d. any holder of a claim that has been paid in full by any of the Debtors in accordance with the Bankruptcy Code or an order of the Court;

e. any person or entity holding a claim for which a separate deadline is fixed by this Court;


5

f. claims for fees and expenses of professionals retained in these chapter 11 cases; and

g. pursuant to paragraph 19(g) of the Final Order: (A) Authorizing Debtors in Possession to (I) Obtain Postpetition Financing Pursuant to U.S.C. Sections 105, 362, 363, and 364, (II) Grant Liens and Superpriority Claims to Postpetition Lenders Pursuant to 11 U.S.C. Section 364; (III) Use Cash Collateral, and (IV) Provide Adequate Protection to Prepetition Credit Parties, (B) Modifying Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, and 364 [Docket No. 322] (the “Final DIP Order”), any of the DIP Lenders or Pre-Petition Credit Parties (as defined in the Final DIP Order).

CONSEQUENCES OF FAILURE TO FILE A CLAIM

Entities that fail to properly file a Proof of Claim Form by the applicable Bar Date as required by the Bar Date Order shall not be treated as creditors for purposes of voting and distribution, to the extent that any such entity possesses any prepetition claim against the Debtors that (a) is in an amount that exceeds the amount, if any, that is identified in the Schedules or Amended Schedules on behalf of such entity as undisputed, noncontingent and liquidated or (b) is of a different nature, classification or priority than any claim identified in the Schedules or Amended Schedules on behalf of such entity.

RESERVATION OF RIGHTS

The Debtors shall retain the right to: (i) dispute, or assert offsets or defenses against, any filed proofs of claim, or any claim listed or reflected in the Schedules, as to nature, amount, liability, classification or otherwise; (ii) subsequently designate any scheduled claim as disputed, contingent or unliquidated (or any combination thereof); and (iii) otherwise amend or supplement the Schedules. Notwithstanding the foregoing, nothing contained herein shall preclude the Debtors from objecting to any claim, whether scheduled or filed, on any grounds.

ADDITIONAL INFORMATION

Copies of the Bar Date Order and other information regarding the Debtors’ cases, including the Schedules and other filings, are available for inspection free of charge on Stretto’s website at https://cases.stretto.com/ipic. If you require additional information regarding the filing of a claim, you may contact Stretto at (855) 221-1800 (toll free from the U.S. or Canada) or by submitting an email inquiry to: [email protected].

Stretto cannot advise you how to file, or whether you should file, a proof of claim. You may wish to consult an attorney regarding this matter.


6

Dated: __________, 2019 PACHULSKI STANG ZIEHL & JONES LLP /s/ Jeffrey N. Pomerantz (CA Bar No. 143717) Debra I. Grassgreen (CA Bar No. 169978) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: [email protected]




DOCS_DE:226004.2 39566/002

EXHIBIT 2

Proof of Claim Form


Official Form 410 Proof of Claim page 1

Part 1:

Official Form 410

Proof of Claim 12/19

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. With the exception of administrative expenses arising under 11 U.S.C. § 503(b)(9), do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice that you received.

Identify the Claim

1. Who is the current creditor?

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

2. Has this claim been acquired from someone else?

No

Yes. From whom?

3. Where should notices and payments to the

Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if different)

creditor be sent?

Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)

Name Name

Street Address Street Address

City State ZIP Code City State ZIP Code

Contact phone Contact phone

Contact email Contact email

4. Does this claim amend one already filed?

No

Yes. Claim number on court claims registry (if known) Filed on MM / DD / YYYY

5. Do you know if anyone else has filed a proof of claim for this claim?

No

Yes. Who made the earlier filing?

Fill in this information to identify the case:

Name of Debtor & Case Number: □ iPic-Gold Class Entertainment, LLC (19-11739) □ iPic Media LLC (19-11740) □ iPic Entertainment Inc. (19-11737) □ iPic Texas, LLC (19-11741) □ iPic Gold Class Holdings LLC (19-11738) □ Delray Beach Holdings, LLC (19-117342)

United States Bankruptcy Court for the District of Delaware



Part 2:

Give Information About the Claim as of the Date the Case Was Filed

6. Do you have any number No you use to identify the Yes. Last 4 digits of the debtor’s account or any number you use to identify the debtor: debtor?

7. How much is the claim? $ . Does this amount include interest or other charges?

No

Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card. claim?

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information.

9. Is all or part of the claim No secured? Yes. The claim is secured by a lien on property.

Nature of property:

Real estate. If the claim is secured by the debtor’s principal residence, file a Mortgage Proof of Claim Attachment (Official Form 410-A) with this Proof of Claim.

Motor vehicle

Other. Describe:

Basis for perfection:

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or recorded.)

Value of property: $

Amount of the claim that is secured: $

Amount of the claim that is unsecured: $ (The sum of the secured and unsecured

amounts should match the amount in line 7.)

Amount necessary to cure any default as of the date of the petition: $

Annual Interest Rate (when case was filed) %

Fixed

Variable

10. Is this claim based on a No lease?

Yes. Amount necessary to cure any default as of the date of the petition. $

11. Is this claim subject to a No right of setoff?

Yes. Identify the property:



No

Yes. Indicate the amount of your claim arising from the value of any goods received by $ the Debtor within twenty (20) days before the date of commencement of the above case, in which the goods have been sold to the Debtor in the ordinary course of such Debtor’s business. Attach documentation supporting such claim.

12. Is all or part of the claim entitled to priority under 11 U.S.C. § 507(a)?

A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority.

No

Yes. Check all that apply:

Domestic support obligations (including alimony and child support) under 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). $

Up to $3,025* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. § 507(a)(7). $

Wages, salaries, or commissions (up to $13,650*) earned within 180 days before the

bankruptcy petition is filed or the debtor’s business ends, whichever is earlier. $ 11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $

Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5). $

Other. Specify subsection of 11 U.S.C. § 507(a)(__) that applies. $

* Amounts are subject to adjustment on 4/01/22 and every 3 years after that for cases begun on or after the date of adjustment.

13. Is all or part of the claim entitled to administrative priority pursuant to 11 U.S.C. § 503(b)(9)?

The person completing this proof of claim mustsign and date it. FRBP 9011(b).

If you file this claimelectronically, FRBP5005(a)(2) authorizes courtsto establish local rulesspecifying what a signatureis.

A person who files afraudulent claim could befined up to $500,000,imprisoned for up to 5years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Check the appropriate box:

I am the creditor.

I am the creditor’s attorney or authorized agent.

I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueand correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on date MM / DD / YYYY

Signature

Print the name of the person who is completing and signing this claim:

Name First name Middle name Last name

Title

Company Identify the corporate servicer as the company if the authorized agent is a servicer.

Address Number Street

City State ZIP Code

Contact phone Email

Part 3: Sign Below

Amount entitled to priority


DOCS_DE:226004.2 39566/002

EXHIBIT 3

Publication Notice


DOCS_DE:226004.2 39566/002



Debtors.


NOTICE OF BAR DATES FOR FILING CLAIMS

TO ANY CREDITORS OF THE ABOVE-CAPTIONED ENTITIES (COLLECTIVELY, THE “DEBTORS”):

On [__], 2019, the United States Bankruptcy Court for the District of Delaware (the “Court”) entered an order (Docket No. [ ]) (the ”Bar Date Order”) in the above-captioned chapter 11 cases (the “Cases”) establishing certain claims bar dates.

The Bar Date Order established the following bar dates for filing proofs of claim in these cases (collectively, the “Bar Dates”):

a. The General Bar Date. Except as otherwise provided herein, all entities holding claims against the Debtors that arose before August 5, 2019 (the “Petition Date”), shall file proofs of claim by the General Bar Date of _________, 2019 at 5:00 p.m. (prevailing Eastern time) (the “General Bar Date”). The General Bar Date applies to all types of claims against the Debtors that arose prior to the Petition Date, regardless of whether the claim would be legally classified as administrative, secured, priority (including, without limitation, claims entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code) or unsecured nonpriority claims. Unless such claims fall within one of the exceptions described in the Bar Date Order, entities holding General Claims must file proofs of claim with respect to such General Claims by the General Bar Date.

b. The Governmental Bar Date. Pursuant to section 502(b)(9) of the Bankruptcy Code, all governmental units holding claims against the Debtors (whether secured, unsecured priority or unsecured nonpriority) that arose prior to the Petition Date, must file proofs of claim by the Governmental Bar Date of February 3, 2020 at 5:00 p.m. (prevailing Eastern time).

c. The Rejection Bar Date. Any entity whose claims arise out of the Court approved rejection of an executory contract or unexpired lease, in accordance with section 365 of the Bankruptcy Code and pursuant to an order of this Court (any such order, a “Rejection Order”), must file a proof of claim on or before the later of (a) the General Bar Date; (b) 30 days after service of the applicable Rejection Order; and (c) any other date set by



2 DOCS_DE:226004.2 39566/002

an order of this Court. The later of these dates is referred to in this Notice as the “Rejection Bar Date.”

d. The Administrative Claims Bar Date. All parties asserting a request for payment of Administrative Claims arising on or prior to November 15, 2019 (the “Administrative Claims Deadline”), but excluding claims for fees and expenses of professionals retained in these proceedings and claims asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code, are required to file a request for payment of such Administrative Claim with the Court and, if desired, a notice of hearing on such Administrative Claim so that the Administrative Claim is actually filed with the Court on or before _________, 2019, at 5:00 p.m. (prevailing Eastern time).

e. The Amended Schedules Bar Date. If, subsequent to the mailing date of this Notice, the Debtors amend or supplement any of their Schedules (such Schedules, the “Amended Schedules”), to (a) reduce the undisputed, noncontingent and liquidated amount, (b) change the nature or classification of a claim against the Debtor or (c) add a new claim to the Amended Schedules, any affected entities that dispute such changes are required to file a proof of claim in respect of the Amended Schedules or amend any previously filed proof of claim in accordance with the procedures described herein by the later of: (a) the General Bar Date and (b) 30 days after the date that the notice of the Amended Schedules is served on the entity. The later of these dates is referred to in this Order as the “Amended Schedules Bar Date.”

FILING CLAIMS

1. WHO MUST FILE

Subject to the terms described above for holders of claims subject to the Governmental Bar Date, Rejection Bar Date and the Amended Schedules Bar Date, the following entities MUST file a proof of claim on or before the General Bar Date:



2. WHAT TO FILE Parties asserting claims against the Debtors that arose before the Petition Date, including section

503(b)(9) claims, may utilize the proof of claim forms available at https://cases.stretto.com/ipic or www.uscourts.gov/forms/bankruptcy-forms/proof-claim.

All proof of claim forms must be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. The proof of claim form must be written in English and be denominated in United States currency. You should attach to your completed proof of claim form any


3 DOCS_DE:226004.2 39566/002

documents on which the claim is based (or, if such documents are voluminous, attach a summary) or an explanation as to why the documents are not available.

Under the Bar Date Order, the filing of a proof of claim form shall be deemed to satisfy the procedural requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code. All other administrative claims under section 503(b) of the Bankruptcy Code must be made by separate Administrative Claim requests for payment in accordance with sections 503(a) of the Bankruptcy Code by the Administrative Claims Deadline and shall not be deemed proper if made by proof of claim. Claims under section 503(b)(9) must be filed by the General Bar Date.

Any entity asserting claims against multiple Debtors must file a separate form with respect to each Debtor. In addition, any entity filing a claim must identify on its form the particular Debtor against which the entity asserts its claim.

3. WHEN AND WHERE TO FILE

Entities must file each Proof of Claim Form so they are received on or before the applicable Bar Dates either (i) electronically with the Debtors’ claims agent, Stretto (“Stretto”) via the interface available at https://cases.stretto.com/ipic/fileaclaim or (ii) via U.S. mail or other hand delivery method to the following address:



Proofs of claim forms will be deemed filed when actually received by Stretto on or before the

applicable Bar Date. Proofs of claim forms may not be delivered via facsimile or electronic mail transmission.

Proofs of claim forms will be collected, docketed and maintained by Stretto. If you want to receive acknowledgement of Stretto’s receipt of a proof of claim form, you must submit by the applicable Bar Date and concurrently with submitting your original proof of claim form (i) a copy of the original proof of claim form and (ii) a self-addressed, postage prepaid return envelope.

Entities that fail to properly file a Proof of Claim Form by the applicable Bar Date as required by the Bar Date Order shall not be treated as creditors for purposes of voting and distribution, to the extent that any such entity possesses any prepetition claim against the Debtors that (a) is in an amount that exceeds the amount, if any, that is identified in the Schedules or Amended Schedules on behalf of such entity as undisputed, noncontingent and liquidated or (b) is of a different nature, classification or priority than any claim identified in the Schedules or Amended Schedules on behalf of such entity.


4 DOCS_DE:226004.2 39566/002

Copies of the Bar Date Order and other information regarding the Debtors’ cases, including the Schedules and other filings, are available for inspection free of charge on Stretto’s website at https://cases.stretto.com/ipic. If you require additional information regarding the filing of a claim, you may contact Stretto at (855) 221-1800 (toll free from the U.S. or Canada) or by submitting an email inquiry to: [email protected].

Dated: __________, 2019 PACHULSKI STANG ZIEHL & JONES LLP /s/ Jeffrey N. Pomerantz (CA Bar No. 143717) Debra I. Grassgreen (CA Bar No. 169978) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: [email protected]




DOCS_DE:226084.1 39566/002



Debtors.


CERTIFICATE OF SERVICE I, Peter J. Keane, hereby certify that on the 1st day of November, 2019, I caused a

copy of the following document(s) to be served on the individual(s) on the attached service list(s)

in the manner indicated:

Notice of Debtors’ Motion for an Order (I) Establishing Bar Dates for Filing Claims and (II) Approving the Form and Manner of Notice Thereof Debtors’ Motion for an Order (I) Establishing Bar Dates for Filing Claims and (II) Approving the Form and Manner of Notice Thereof

/s/ Peter J. Keane Peter J. Keane (DE Bar No. 5503)



DOCS_DE:224843.1 39566/001

iPic-Gold Class Entertainment 2002 Service List EXPEDITED Case No. 19-11739 (LSS) Document No. 224843 01 – Express 02 – Overnight Delivery 61 – Email (Counsel for the Debtors) Jeffrey N. Pomerantz, Esquire Debra I. Grassgreen, Esquire Joshua M. Fried, Esquire Peter J. Keane, Esquire 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19801 Email: [email protected]; [email protected]; [email protected]; [email protected] EXPRESS MAIL (Counsel to American Express National Bank) Sabari Mukherjee, Claims Administrator Becket & Lee LLP PO Box 3001 Malvern, PA 19355-0701 OVERNIGHT DELIVERY Office of General Counsel U.S. Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, DC 20220 OVERNIGHT DELIVERY Internal Revenue Service Centralized Insolvency Operation 2970 Market Street (Zip 19104) Mail Stop 5-Q30.133 Philadelphia, PA 19101

EMAIL (United States Trustee) Benjamin A. Hackman, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building, Suite 2207 844 King Street Lockbox 35 Wilmington, DE 19801 Email: [email protected] EMAIL (State Attorney General) Kathy Jennings, Esquire Delaware Department of Justice Carvel State Office Building, 6th Floor 820 N. French Street Wilmington, DE 19801 Email: [email protected] EMAIL Zillah A. Frampton Bankruptcy Administrator Delaware Division of Revenue Carvel State Office Building, 8th Floor 820 N. French Street Wilmington, DE 19801 Email: [email protected] EMAIL (United States Attorney) David C. Weiss, Esquire c/o Ellen Slights, Esquire US Attorney’s Office District of Delaware Hercules Building, Suite 400 1313 N. Market Street Wilmington, DE 19801 Email: [email protected]


DOCS_DE:224843.1 39566/001 2

EMAIL (United States Attorney General) William Barr, Esquire Office of the US Attorney General U.S. Department of Justice 950 Pennsylvania Avenue, NW, Room 4400 Washington, DC 20530-0001 Email: [email protected] EMAIL State of Delaware Division of Corporations – Franchise Tax John G. Townsend Building, Suite 4 401 Federal Street Dover, DE 19901 Email: [email protected] EMAIL Delaware Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 Dover, DE 19904 Email: [email protected] EMAIL Office of General Counsel Securities & Exchange Commission 100 F Street, NE Washington, DC 20554 Email: [email protected] [email protected] EMAIL Sharon Binger, Regional Director Philadelphia Regional Office Securities & Exchange Commission One Penn Center, Suite 520 1617 JFK Boulevard Philadelphia, PA 19103 Email: [email protected]

EMAIL Andrew Calamari, Regional Director New York Regional Office Securities & Exchange Commission Brookfield Place, Suite 400 200 Vesey Street New York, NY 10281 Email: [email protected] [email protected] EMAIL Office of the Chief Counsel Pension Benefit Guaranty Corporation 1200 K Street, NW Washington, DC 20005 Email: [email protected] EMAIL (Counsel to Federal Realty Investment Trust; Starwood Retail Partners LLC) Leslie C. Heilman, Esquire Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801-3034 Email: [email protected] EMAIL (Counsel to Washington Prime Group, Inc.) Ronald E. Gold, Esquire A.J. Webb, Esquire Frost Brown Todd LLC 3300 Great American Tower 301 E. Fourth Street Cincinnati, OH 45202 Email: [email protected]; [email protected]


DOCS_DE:224843.1 39566/001 3

EMAIL (Counsel to Teachers’ Retirement System of Alabama (“TRSA”) and Employees’ Retirement System of Alabama (“ERSA”)) Richard A. Robinson, Esquire J. Cory Falgowski, Esquire Burr & Forman LLP 1201 N. Market Street, Suite 1407 Wilmington, DE 19801 Email: [email protected]; [email protected] EMAIL (Counsel to Teachers’ Retirement System of Alabama (“TRSA”) and Employees’ Retirement System of Alabama (“ERSA”)) Derek F. Meek, Esquire Jeffrey T. Baker, Esquire Burr & Forman LLP 420 N. 20th Street, Suite 3400 Birmingham, AL 35203 Email: [email protected]; [email protected] EMAIL Simon Property Group, L.P. Attn: Ronald M. Tucker, Esquire 225 W. Washington Street Indianapolis, IN 46204 Email: [email protected] EMAIL (Landlord) Kristen N. Pate, Esquire Brookfield Property REIT, Inc., as Agent 350 N. Orleans Street, Suite 300 Chicago, IL 60654-1607 Email: [email protected]

EMAIL (Counsel to Brookfield Property REIT, Inc., Regency Centers L.P. and Shopcore Properties L.P.) Robert L. LeHane, Esquire Jennifer D. Raviele, Esquire Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Email: [email protected] [email protected]; [email protected] EMAIL (Counsel to City of Fairview) Elizabeth Weller, Esquire Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Freeway, Suite 1000 Dallas, TX 75207 Email: [email protected] EMAIL (Counsel to Harris County) John C. Dillman, Esquire Linebarger Goggan Blair & Sampson, LLP PO Box 3064 Houston, TX 77253-3064 Email: [email protected] EMAIL (Counsel to Heather Rosenstein) Joseph E. Sarachek, Esquire The Sarachek Law Firm 101 Park Avenue, 27th Floor New York, NY 10178 Email: [email protected]


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EMAIL (Counsel to Delray Beach 4th & 5th Avenue LLC) Michael R. Lastowski, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Email: [email protected] EMAIL (Counsel to Delray Beach 4th & 5th Avenue LLC) James F. Wallack, Esquire Peter Bilowz, Esquire Goulston & Storrs PC 400 Atlantic Avenue Boston, MA 02110-3333 Email: [email protected]; [email protected] EMAIL (Counsel to Starwood Retail Partners LLC) Dustin P. Branch, Esquire Ballard Spahr LLP 2029 Century Park East, Suite 800 Los Angeles, CA 90067-2909 Email: [email protected] EMAIL (Counsel to TDC Fort Lee LLC) Carey D. Schreiber, Esquire Winston & Strawn LLP 200 Park Avenue New York, NY 10166-4193 Email: [email protected] EMAIL (Counsel to TDC Fort Lee LLC) Gregory A. Taylor, Esquire Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor Wilmington, DE 19801 Email: [email protected]

EMAIL (Counsel to Paramount Pictures Corporation) Richard Stern, Esquire Stephan E. Hornung, Esquire Luskin, Stern & Eisler LLP Eleven Times Square New York, NY 10036 Email: [email protected]; [email protected] EMAIL (Counsel to the Official Committee of Unsecured Creditors) Norman L. Pernik, Esquire Patrick J. Reilley, Esquire G. David Dean, Esquire Katherine M. Devanney, Esquire Cole Schotz P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Email: [email protected]; [email protected]; [email protected]; [email protected] EMAIL (Counsel to Maricopa County Treasurer) Peter Muthig, Esquire Maricopa County Attorney’s Office Civil Services Division 222 N. Central Avenue, Suite 1100 Phoenix, AZ 85004-2206 Email: [email protected] EMAIL (Counsel to South Street Seaport L.P.) Howard Marc Spector, Esquire Spector & Johnson, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Email: [email protected]


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EMAIL (Counsel to South Street Seaport L.P.) Rachel B. Mersky, Esquire Monzack Mersky McLaughlin and Browder, P.A. 1201 N. Orange Street, Suite 400 Wilmington, DE 19801 Email: [email protected] EMAIL (Counsel to Ecostruction, LLC) Brett D. Lieberman, Esquire Edelboim Lieberman Revah Oshinsky PLLC 110 Tower – 110 SE 6th Street, Suite 1700 Fort Lauderdale, FL 33301 Email: [email protected] EMAIL (Counsel to Ecostruction, LLC) Frederick B. Rosner, Esquire Jason A. Gibson, Esquire The Rosner Law Group LLC 824 N. Market Street, Suite 810 Wilmington, DE 19801 Email: [email protected]; [email protected] EMAIL (Counsel to Dezer Intracoastal Mall LLC) Phillip M. Hudson, III, Esquire Saul Ewing Arnstein & Lehr LLP Southeast Financial Center 200 S. Biscayne Blvd., Suite 3600 Miami, FL 33131 Email: [email protected] EMAIL (Counsel to Dezer Intracoastal Mall LLC) Aaron S. Applebaum, Esquire Saul Ewing Arnstein & Lehr LLP 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 Email: [email protected]

EMAIL (Counsel to Travis County) Jason A. Starks, Esquire Travis County PO Box 1748 Austin, TX 78767 Email: [email protected] EMAIL (Counsel to Avco Center Corporation) Daniel J. McCarthy, Esquire Hill, Farrer & Burrill LLP 300 S. Grand Avenue, 37th Floor Los Angeles, CA 90071-31476 Email: [email protected] EMAIL (Counsel to Best Restaurant Equipment and Design Inc.) Randal D. Robinson, Esquire Carolyn M. Easterday, Esquire Burman & Robinson 580 S. High Street, Suite 250 Columbus, OH 43215 Email: [email protected]; [email protected] EMAIL (Counsel to C. Hodges & Associates PLLC d/b/a Hodges Architecture) E. P. Keiffer, Esq. Rochelle McCullough, LLP 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Email: [email protected] EMAIL (Counsel to OSR Trading, LLC d/b/a Les Fleurs D’Almir) Harry J. Ross, Esq. 6100 Glades Road, Suite 211 Boca Raton, FL 33434 Email: [email protected]


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EMAIL (Counsel to Outfront Media LLC) Claudio E. Iannitelli, Esquire Iannitelli Marcolini, P.C. 5353 N. 16th Street, Suite 315 Phoenix, AZ 85016 Email: [email protected] EMAIL (Counsel to Seritage SRC Finance LLC) Michael Busenkell, Esquire Gellert Scali Busenkell & Brown, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Email: [email protected]


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IN THE UNITED STATES BANKRUPTCY COURT FOR THE …strettodocs.s3.amazonaws.com/files/ad726b41-9d40-433b... · 2019-11-01 · DOCS_DE:226004.2 39566/002 IN THE UNITED STATES BANKRUPTCY