IN THE UNITED STATES BANKRUPTCY COURT FOR …...XIV, Inc.,4 LM Acquisition Co. LLC,5 7Winn-Dixie Stores, Inc.,6 and Carlos Alvarez (collectively, the “Bid Procedures Motions”)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

LUCKY’S MARKET PARENT

COMPANY, LLC, et al.,1

Debtors.

Chapter 11

Case No. 20-10166 (JTD)

(Jointly Administered)

Re: Docket No. 97

Hearing Date: March 30 2020 at 3:00 p.m. (ET)

Obj. Deadline: March 24, 2020 at 4:00 p.m. (ET)

OBJECTION OF BENDERSON PROPERTIES, INC. AND WR-I ASSOCIATES, LTD.

TO THE DEBTORS’ PROPOSED ASSIGNMENT OF THE

GATEWAY SHOPPES LEASE TO WINN-DIXIE STORES, INC.

Benderson Properties, Inc. (“Benderson”) and WR-I Associates, Ltd. (together with

Benderson, the “Landlord”), by and through their undersigned counsel, submit this objection (the

“Objection”) to the proposed assumption and assignment of the Lease (as defined below) by the

above-captioned debtors (the “Debtors”) to Winn-Dixie Stores, Inc. (“Winn-Dixie”). In support

of this Objection, the Landlord respectfully states as follows:

PRELIMINARY STATEMENT

1. The Landlord objects to the assumption and assignment of the Lease as it

has not been provided with sufficient adequate assurance information. The Landlord has

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding

Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s

Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market

Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s

Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers

Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC

(8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877),

Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market

of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples,

FL, LLC (8700), and Sinoc, Inc. (0723).

Case 20-10166-JTD Doc 497 Filed 03/24/20 Page 1 of 11

2

received some adequate assurance information regarding Winn-Dixie, but it requires additional

information, including historical financials and similar documents of the Debtors, to determine

whether Winn-Dixie has the financial wherewithal and operational ability similar to that of the

Debtors and their guarantors as of the time the Debtors entered into the Lease.

2. The Landlord also objects to any attempt of the Debtors and/or Winn-Dixie

to release the guaranty provided by non-debtor, The Kroger Co., under the Lease (the “Kroger

Guarantee”). The proposed waiver of such guaranty stands in direct contradiction to section

365(b)(3)(C) of the Bankruptcy Code, which mandates that unexpired leases shall be assumed

and assigned cum onere—with all benefits and burdens. The Lease must be assumed and

assigned in its entirety, including the guaranty. The Debtors and Winn-Dixie must also be

required to comply with all contractual obligations to indemnify and hold the Landlord harmless

with regard to events which occurred before assumption or assumption and assignment, but

which were not known to the Landlord as of the date of the assumption and assignment.

3. Further, the Landlord objects to the extent the Debtors and Winn-Dixie seek

to eliminate certain provisions under the Lease governing the tenant’s use of the Premises and

related obligations. Provisions such as those defining recapture rights, use radius and exclusivity

restrictions must by assumed and assigned along with all other terms of the Lease.

4. The Landlord hopes to resolve some, if not all, of the issues raised herein

with the Debtors and Winn-Dixie consensually, but reserves all rights to argue the issues at the

hearing.

BACKGROUND

5. The Landlord is landlord of the subject premises located in the Gateway

Shoppes shopping plaza in Naples, Florida (“Gateway Shoppes”), which Benderson owns and


3

operates. Gateway Shoppes is a first class retail shopping plaza, consisting of approximately

250,000 rentable square feet, located at 13555 Tamiami Trail North in Naples, FL 34110.

6. The Debtors executed a lease (the “Lease”) for the premises located in

Gateway Shoppes (the “Premises”) on or about February 6, 2017. See Declaration of Mark

Chait (“Chait Declaration”), ¶¶8-9. It now seeks to assign the Lease to Winn-Dixie.

7. The Premises are located in a shopping center as that term is used in section

365(b)(3) of the Bankruptcy Code. See Chait Declaration, ¶¶5-7; In re Joshua Slocum, Ltd., 922

F.2d 1081 (3d Cir. 1990).

8. On January 27, 2020 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”) with this Court.

9. To date, the Debtors continue to manage their businesses as debtors and

debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

10. Between January 21 and February 4, 2020, the Debtors filed six bidding

procedures motions, each styled as a Motion of Debtors for Entry of (I) an Order (A) Approving

Bid Procedures in Connection with the Potential Sale of Certain of the Debtors’ Assets, (B)

Scheduling an Auction and a Sale Hearing, (C) Approving the Form and Manner of Notice

Thereof, (D) Authorizing the Debtors to Enter into the Stalking Horse Agreement, (E) Approving

Bid Protections, (F) Approving Procedures for the Assumption and Assignment of Contracts and

Leases, and (G) Granting Related Relief; and (II) an Order (A) Approving the Sale of Certain of

the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and Interests, (B)

Authorizing the Assumption and Assignment of Contracts and Leases, and (C) Granting Related


4

Relief, in connection with proposed sales to Publix Super Markets, Inc.,2 Aldi Inc.,3 Seabra Foods

XIV, Inc.,4 LM Acquisition Co. LLC,5 Winn-Dixie Stores, Inc.,6 and Carlos Alvarez7 (collectively,

the “Bid Procedures Motions”).

11. Pursuant to section 4.6 of the asset purchase agreement between the Debtors

and Winn-Dixie (the “Winn-Dixie APA”), the Debtors and Winn-Dixie seek to negotiate releases

of any guarantees entered into in connection with the Lease.8

12. On February 13, 2020, the Debtors filed the Motion of Debtors for Entry of

(I) an Order (A) Approving Global Bid Procedures in Connection with the Sale of the Remainder

of Debtors’ Assets, (B) Scheduling an Auction and Sale Hearing, (C) Approving the Form and

Manner of Notice Thereof, (D) Approving Procedures for the Assumption and Assignment of

Contracts and Leases, and (E) Granting Related Relief; and (II) an Order (A) Approving the Sale

of the Remainder of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances, and

Interests, (B) Authorizing the Assumption and Assignment of Contracts and Leases, and (C)

Granting Related Relief (the “Motion”). The Motion sought to establish, among other things,

global bidding procedures (the “Bidding Procedures”) for the sale of the Debtors’ assets, including

the Leases, procedures for the assumption and assignment (the “Assignment Procedures”) of the

Leases to the party (the “Proposed Assignee”) with the highest and best bid at an auction,

procedures (the “Cure Procedures”) for the cure of defaults under the Leases, and a timeline for

the bidding and sale process.

2 Docket No. 63, filed January 3, 2020. 3 Docket No. 71, filed January 31, 2020. 4 Docket No. 72, filed January 31, 2020. 5 Docket No. 73, filed January 31, 2020. 6 Docket No. 97, filed February 4, 2020. 7 Docket No. 98, filed February 4, 2020. 8 Docket No. 97-1, Section 4.6.


5

13. On February 26, 2020, the Court entered numerous orders granting the relief

requested in the Motion and the Bid Procedures Motions, as modified.9

14. On February 28, 2020, the Debtors filed multiple versions of the Notice of

Assumption of Lease/Executory Contract / Notice of Counterparties to Potentially Assumed

Executory Contracts and Unexpired Leases Regarding Cure Amounts and Possible Assignment to

the Stalking Horse Purchaser or Such Other Successful Bidder at Auction10 (collectively, the

“Cure Notices”). Each of the Cure Notices listed the proposed cure amounts for numerous

unexpired leases of non-residential real property, including the Leases.

OBJECTION

I. THE ASSIGNEE HAS FAILED TO PROVIDE THE LANDLORD

WITH ADEQUATE ASSURANCE OF FUTURE PERFORMANCE

15. In connection with the assumption and assignment of leases, shopping

center landlords are afforded special statutory protections under the Bankruptcy Code in the form

of adequate assurance of future performance. In re Joshua Slocum, 922 F.2d 1086; In re Trak

Auto Corp., 277 B.R. 655 (Bankr. E.D. Va. 2002). The Premises are indisputably located in a

shopping center. See Chait Declaration, ¶¶5-7 Section 365(f)(2) provides:

The trustee may assign an executory contract or unexpired lease of

the debtor only if

(A) the trustee assumes such contract or lease in accordance with

the provisions of this section; and

(B) adequate assurance of future performance by the assignee of

such contract or lease is provided, whether or not there has been a

default under such contract or lease.

11 U.S.C. § 365(f)(2).

9 Docket Nos. 282–88. 10 Docket Nos. 312–18.


6

16. Section 365(b)(1) of the Bankruptcy Code further provides:

If there has been a default in an executory contract or unexpired

lease of the debtor, the trustee may not assume such contract or lease

unless, at the time of the assumption of such contract or lease, the

trustee

(A) cures, or provides adequate assurance that the trustee will

promptly cure, such default…;

(B) compensates, or provides adequate assurance that the trustee

will promptly compensate, a party other than the debtor to such

contract or lease for any actual pecuniary loss to such party resulting

from such default; and

(C) provides adequate assurance of future performance under

such contract or lease.

11 U.S.C. § 365(b)(1).

17. In connection with a shopping center lease, adequate assurance of future

performance includes adequate assurance:

(A) of the source of rent… due under such lease, and in the case

of an assignment, that the financial condition and operating

performance of the proposed assignee… shall be similar to the

financial condition and operating performance of the debtor…;

(B) that any percentage rent due under such lease will not decline

substantially;

(C) that assumption or assignment of such lease is subject to all

the provisions thereof, including (but not limited to) provisions such

as radius, location, use, or exclusivity, … and

(D) that assumption or assignment of such lease will not disrupt

any tenant mix or balance in such shopping center.

11 U.S.C. § 365(b)(3).

18. The Debtors bear the burden of proving adequate assurance of future

performance in connection with the potential assumption and assignment of the Lease. In re F.W.


7

Restaurant Assoc., Inc., 190 B.R. 143 (Bankr. D. Conn. 1995); In re Rachels Indus. Inc., 109 B.R.

797, 802 (Bankr. W.D. Tenn. 1990); In re Lafayette Radio Electronics Corp., 12 B.R. 302, 312

(Bankr. E.D.N.Y. 1981).

19. To determine whether the requirements of adequate assurance of future

performance will be satisfied, at a minimum, the Landlord and its attorneys must receive the

following information from the exact proposed assignee of the Lease:

(i) The exact name of the entity which is going to be designated

as the proposed assignee;

(ii) The proposed assignee’s and any guarantor’s tax returns and

audited financial statements (or un-audited, if audited

financials are not available) and any supplemental schedules

for the calendar or fiscal years ending 2017, 2018, and 2019;

(iii) The number of super markets the proposed assignee operates

and all trade names that the proposed assignee uses;

(iv) A statement setting forth the proposed assignee’s intended

use of the premises;

(v) The proposed assignee’s experience operating theaters and

restaurants in shopping centers;

(vi) The proposed assignee’s 2020 and 2021 business plans,

including sales and cash flow projections; and

(vii) Any financial projections, calculations, and/or financial pro-

formas prepared in contemplation of purchasing the Lease.

20. The Landlord is also entitled to the Debtors’ historical financials and other

documents indicating the financial condition and operating performance of the Debtors at the

time they entered into the Lease. See 11 U.S.C. § 365(b)(3)(A). Such information is necessary

to conduct the comparative analysis contemplated by section 365(b)(3)(A) of the Bankruptcy

Code. To pass muster under this analysis, the Debtors and/or Winn-Dixie must demonstrate, at

minimum, “proportionally comparable financial health” between Winn-Dixie and/or its


8

guarantors and the Debtors at inception of the Lease. MOAC Mall Hldgs. v. Transform Holdco

LLC (In re Sears Hldgs. Corp.), 2020 LEXIS 34717 at *50 (S.D.N.Y. February 27, 2020).

21. Unless and until the Landlord receives all of this information, the Debtors

have not satisfied their burden pursuant to 11 U.S.C. § 365(b)(3). See Chait Declaration, ¶¶10-

37.

II. THE LEASE MUST BE ASSUMED AND ASSIGNED CUM ONERE

22. Section 365(b)(3)(C) of the Bankruptcy Code provides that the assumption

or assumption and assignment of a shopping center lease “is subject to all the provisions thereof .

. .”. 11 U.S.C. § 365(b)(3)(C). Bankruptcy courts have described the assumption of an unexpired

lease (a prerequisite to assignment under § 365(f)(2)(A)) as “an all-or-nothing proposition – either

the whole contract [or lease] is assumed or the entire contract [or lease] is rejected.” See, e.g., In

re CellNet Data Systems, Inc., 327 F.3d 242, 249 (3d Cir. 2003).

23. As the court noted in In re Washington Capital Aviation & Leasing, 156

B.R. at 167, 175 n. 3 (Bankr. E.D. Va. 1993):

Adequate assurance of future performance by the assignee is

important because 11 U.S.C. § 365(k) “relieves the ... estate from

any liability for any breach of such ... lease occurring after such

assignment.” A party subject to a contractually created obligation

ordinarily cannot divest itself of liability by substituting another in

its place without the consent of the party owed the duty. See

Douglas G. Baird and Thomas H. Jackson, Bankruptcy 285 (2d ed.

1990) (citing Restatement (Second) of Contracts § 318(3) (1981)

(“delegation of performance ... does not discharge any duty or

liability of the delegating obligor”)). While the assignee may be

entitled to perform for the original obligor, the original obligor

remains ultimately liable until discharged by performance or

otherwise. Section 365(k) changes this common law rule and

relieves the estate from all liability under the lease following

assignment.


9

See also In re Rickel Home Centers, Inc., 209 F.3d 291, 299 (3d Cir. 2000) (Adequate assurance

is “necessary to protect the rights of the non-debtor party to the contract or lease, because

assignment relieves the trustee and the estate from liability arising from a post-assignment

breach.”). The Debtors are not entitled to the benefits and protections of section 365(k) if they do

not assume and assign a lease cum onere – with all benefits and burdens. See, e.g., American Flint

Glass Workers Union v. Anchor Resolution Corp., 197 F.3d 76 (3d Cir. 1999). Thus,

notwithstanding any provisions of the proposed sale order and/or the Winn-Dixie APA to the

contrary, the Lease must be assumed and assigned subject to all obligations, rights, and restrictions

under the Lease.

24. To that end, the Lease may not be assumed and assigned where the Debtors

and Winn-Dixie seek to release the Kroger Guarantees under the Lease. Pursuant to section 4.6 of

the Winn-Dixie APA, Winn-Dixie intends to “cooperate with [the Debtors] in [their] efforts to

release any personal and The Kroger Co. guarantees entered into in connection with [the

Leases.]”11 Unless the Debtors and/or Winn-Dixie are able to provide the Landlord with a

substantially similar substitute guarantee from Winn-Dixie or a Winn-Dixie affiliate, the terms of

the transaction between the Debtors and Winn Dixie should in no way impair, prejudice, or hinder

the Landlord’s rights to pursue The Kroger Co. as guarantor under the Lease.

25. The Debtors or any assignee must be required to comply with all contractual

obligations to indemnify and hold the Landlord harmless with regard to events which occurred

before assumption and assignment, but which were not known to the Landlord as of the date of the

assumption and assignment. This includes, but is not limited to, (i) claims for personal injury that

occurred at the Premises, (ii) damage and destruction to the Premises or property by the Debtors

11 Docket No. 97-1, Section 4.6.


10

or their agents, and (iii) environmental damage or clean-up. To cure possible pre-assignment, non-

monetary defaults and provide adequate assurance of future performance with respect to the

indemnification obligations under the Lease, either (a) the Debtors or the assignee must be required

to satisfy any and all such claims, notwithstanding anything to the contrary contained in a plan or

any court order, or (b) the Debtors must be required to demonstrate or obtain adequate insurance

(by purchase of “tail” coverage or otherwise) in order to satisfy potential indemnification

obligations based on events or occurrences that occurred prior to the effective date of an

assignment. Such claims for indemnity could include claims for personal injury occurring at the

Premises where the Landlord is joined as a party to a lawsuit or for damage and destruction of

property by the Debtors or their agents or employees

26. Finally, the Landlord requests that, if the Debtors seek to assume and assign

the Lease, any assignee be required to execute short-form assumption and assignment agreements

with the Landlord in connection with the proposed assignment of the Lease so that the Landlord

will be in privity with their new tenants.

RESERVATION OF RIGHTS

27. The Landlord reserves the right to amend and/or supplement this Objection,

including, without limitation, by adding and supplementing objections to the Debtors’ proposed

assumption and assignment of the Lease.


11

CONCLUSION

WHEREFORE, the Landlord requests that the Court enter an order:

(i) sustaining the Landlord’s objection to the proposed assumption and assignment and denying

the proposed assignment of the Lease to Winn Dixie; (ii) compelling the Debtors and any assignee

to provide the Landlord with adequate assurance of future performance information and additional

guaranties and/or security for performance of the obligations under the Lease; (iii) requiring the

Debtors and any assignee of the Lease continue to comply with all obligations under the Lease,

including the Kroger Guarantees, and to satisfy any indemnification obligations in the regular

course of business; and (iv) granting such other and further relief as the Court deems just and

proper.

Dated: March 24, 2020

Wilmington, Delaware

LAW OFFICE OF SUSAN E. KAUFMAN, LLC

By: /s/ Susan E. Kaufman

Susan E. Kaufman (DE Bar No. 3381)

919 N. Market Street, Suite 460

Wilmington, DE 19801

Tel: (302) 472-7420

Fax: (302) 792-7420

Email: [email protected]

- and -

KELLEY DRYE & WARREN LLP

Robert L. LeHane, Esq.

William Gyves, Esq.

Konstantinos Katsionis, Esq.

101 Park Avenue

New York, New York 10178

Tel: (212) 808-7800

Fax: (212) 808-7897

Email: [email protected]

[email protected]

[email protected]

Counsel to Benderson Properties, Inc. and WR-I

Associates, Ltd.


Case 20-10166-JTD Doc 497-1 Filed 03/24/20 Page 1 of 11









EXHIBIT A


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262 S

PACES

338

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45 S

PAC

ES

56 SPACES

BED, BATH AND BEYOND

119.

25'

20,581 SF

21,389 S.F.

206'

1,610 S.F.

20'20'

90.9

3'

174.

7'

57.7'

14,973 SF

160'

18.17'

318.25'

195.9'

PETCO

BEALLS

STAPLES

1,583 S.F.

70'

44.83'

20'

45' 6,000 SF

AVAILABLE

5,000 S.F.STEAKHOUSE

56.5'

92.6

'

35' 49.5'

4,580 SFMOBILITY

61.7'

14.8'

48.67'

92.6

'4,

512

SF

AVAILABLE

149.

68'

87.25'

16,000 S.F.

44.92'

BED

, BAT

H A

ND

BEY

ON

D6,

724

S.F.

149.

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44.92'25'

25,002 S.F.

62,000 S.F.

169.

5'

87.6'

194.

2'

140.298.6'

111.6'

53.8

4,554 S.F.RETAIL

AVAILABLE

2,000 S.F. (S)BODY TRAC

71.3

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20.3'19.6'

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TROP. SMOOTHIE

FIFTH THIRDBANK

4,150 SF

142.58'

AT&T

3,200 S.F.BREWHOUSE

64.7

3'

S,D

2,806 S.F.

FIVE GUYSBURGERS &

FRIES

4,15

1 SF

MAT

TRES

S FI

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64.8'

TRAFFICSIGNAL

TRAFFICSIGNAL

FOUNTAIN

LEVELER

6'x8'PIT

107.9

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161.3

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61.6'

47.1'47.1'

1,400 S.F.TREATMENTS

28.6

1'

JAPANESEMAGURO

AVAILABLE(TEM

P)

92.6

'

717 SFHAVEN

18.3

3'

39.08'

PRO

POSE

D

25.7'

2,25

0 S.

F.

PROPOSEDRETAIL

70'

85.0

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5,823 S.F.

1010 1010

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30,000 SFLUCKY'S MARKET

12,4

98 S

FAV

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2

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57 SPACES

10'

63.91'

25'

146.11'

171.11' 73.91'

173.

13'

174.

41'

135.

17'

39.2

4'

188.

13'

PATIOPATIO

7

WINDOW

SALON

NAPLES

DRAWN BY:

DEMISED PREMISES. NO OTHER

EXPRESSED OR IMPLIED, IS MADEWITH RESPECT TO THE ILLUSTRATION.

WARRANTY OR REPRESENTATION,

DIMENSIONS AND LAYOUT OF THE

THE SOLE PURPOSE OF THIS DRAWINGIS TO ILLUSTRATE THE APPROXIMATE

PROPERTY ID#: 2908 02-10-20

LEASING PLAN

CHECKED BY: SCALE: 1"=80'XXXXXX

GATEWAY SHOPPES - NAPLES13585 TAMIAMI TRAIL NORTH

NAPLES, FLORIDA 34110

Phone (941) 359-8303 Fax (941) 359-1836www.benderson.com

7978 COOPER CREEK BLVD., UNIVERSITY PARK, FL 34201

0 40 80 160

SCALE IN FEET: 1"=80'


http://www.benderson.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

LUCKY’S MARKET PARENT

COMPANY, LLC, et al.,1

Debtors.

Chapter 11

Case No. 20-10166 (JTD)

(Jointly Administered)

CERTIFICATE OF SERVICE

I, Susan E. Kaufman, hereby certify that on March 24, 2020, in addition to the

notice and service provided through the Court’s CM/ECF system, I served true and correct copies

of the foregoing document upon the parties listed in the attached schedule in the manner indicated.

/s/ Susan E. Kaufman

Susan E. Kaufman

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding

Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s

Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market

Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s

Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers

Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC

(8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877),

Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market

of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples,

FL, LLC (8700), and Sinoc, Inc. (0723).


SERVICE LIST

Parties Served Via Email

Counsel for the Debtors

Polsinelli PC

222 Delaware Avenue, Suite 1101

Wilmington, Delaware 19801

Attn: Christopher A. Ward

[email protected]

Counsel for the Debtors

Polsinelli, PC

2950 N. Harwood St., #2100

Dallas, Texas 75201

Attn: Liz Boydston

[email protected]

Counsel for Prepetition Secured Lender

Weil, Gotshal & Manges LLP

767 Fifth Avenue


Attn: Garrett Fail

[email protected]

Counsel for Prepetition Secured Lender

Richards, Layton & Finger

920 N. King St., Suite 200


Attn: Zachary Shapiro

[email protected]

The United States Trustee

Office of the United States Trustee for the

District of Delaware

J. Caleb Boggs Federal Building

844 King Street, Ste. 2207 – Lockbox #35


Attn: Timothy Fox

[email protected]

Counsel for the Creditors’ Committee

Hahn & Hessen LLP

488 Madison Avenue


Attn: Mark S. Indelicato, Mark T. Power,

Jeffrey Zawadzki, and Emma Fleming

[email protected]

[email protected]

[email protected]

[email protected]

Counsel for the Creditors’ Committee

Womble Bond Dickinson (US) LLP

1313 North Market Street, Suite 1200


Attn: Matthew Ward, Morgan L. Patterson

[email protected]

[email protected]

Clerk of the Bankruptcy Court (served by mail)

United States Bankruptcy Court for the District

of Delaware

824 North Market Street, 3rd Floor

Wilmington, DE 19801


Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR …...XIV, Inc.,4 LM Acquisition Co. LLC,5 7Winn-Dixie Stores, Inc.,6 and Carlos Alvarez (collectively, the “Bid Procedures Motions”)