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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
FRANCHISE GROUP, INC., et al.,1
Debtors.
Chapter 11
Case No. 24-12480 (LSS)
(Jointly Administered)
AFFIDAVIT OF SERVICE
I, Engels Medina, depose and say that I am employed by Kroll Restructuring
Administration LLC (“Kroll”), the claims and noticing agent for the Debtors in the above-
captioned chapter 11 cases.
On April 21, 2025, at my direction and under my supervision, employees of Kroll caused
the following documents to be served via first class mail on the Supplemental Notice Parties
Service List attached hereto as Exhibit A:
Debtors’ Motion for Entry of an Order (I) Authorizing Franchise Group Intermediate V,
LLC to Enter into and Perform Its Obligations Under the Asset Purchase Agreement, (II)
Approving the Sale of Certain Assets Free and Clear of All Claims, Liens, Rights, Interests,
and Encumbrances, (III) Approving the Assumption and Assignment of Executory
Contracts and Unexpired Leases, and (IV) Granting Related Relief, a copy of the modified
version attached hereto as Exhibit B
1 The Debtors in these chapter 11 cases, along with the last four digits of their U.S. federal tax identification numbers,
to the extent applicable, are Franchise Group, Inc. (1876), Freedom VCM Holdings, LLC (1225), Freedom VCM
Interco Holdings, Inc. (2436), Freedom Receivables II, LLC (4066), Freedom VCM Receivables, Inc. (0028),
Freedom VCM Interco, Inc. (3661), Freedom VCM, Inc. (3091), Franchise Group New Holdco, LLC (0444),
American Freight FFO, LLC (5743), Franchise Group Acquisition TM, LLC (3068), Franchise Group Intermediate
Holdco, LLC (1587), Franchise Group Intermediate L, LLC (9486), Franchise Group Newco Intermediate AF, LLC
(8288), American Freight Group, LLC (2066), American Freight Holdings, LLC (8271), American Freight, LLC
(5940), American Freight Management Company, LLC (1215), Franchise Group Intermediate S, LLC (5408),
Franchise Group Newco S, LLC (1814), American Freight Franchising, LLC (1353), Home & Appliance Outlet,
LLC (n/a), American Freight Outlet Stores, LLC (9573), American Freight Franchisor, LLC (2123), Franchise
Group Intermediate B, LLC (7836), Buddy’s Newco, LLC (5404), Buddy’s Franchising and Licensing LLC (9968),
Franchise Group Intermediate V, LLC (5958), Franchise Group Newco V, LLC (9746), Franchise Group
Intermediate BHF, LLC (8260), Franchise Group Newco BHF, LLC (4123), Valor Acquisition, LLC (3490),
Vitamin Shoppe Industries LLC (3785), Vitamin Shoppe Global, LLC (1168), Vitamin Shoppe Mariner, LLC
(6298), Vitamin Shoppe Procurement Services, LLC (8021), Vitamin Shoppe Franchising, LLC (8271), Vitamin
Shoppe Florida, LLC (6590), Betancourt Sports Nutrition, LLC (0470), Franchise Group Intermediate PSP, LLC
(5965), Franchise Group Newco PSP, LLC (2323), PSP Midco, LLC (6507), Pet Supplies “Plus”, LLC (5852), PSP
Group, LLC (5944), PSP Service Newco, LLC (6414), WNW Franchising, LLC (9398), WNW Stores, LLC (n/a),
PSP Stores, LLC (9049), PSP Franchising, LLC (4978), PSP Subco, LLC (6489), PSP Distribution, LLC (5242),
Franchise Group Intermediate SL, LLC (2695), Franchise Group Newco SL, LLC (7697), and Educate, Inc. (5722).
The Debtors’ headquarters is located at 2371 Liberty Way, Virginia Beach, Virginia 23456.
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 1 of 252
2
SRF 87796
Notice of Filing of Amended Schedule 1 to the Sale Order [Docket No. 1293]
(the “Amended Schedule 1 to the Sale Order”)
On April 21, 2025, at my direction and under my supervision, employees of Kroll caused
the Amended Schedule 1 to the Sale Order to be served (1) by the method set forth on Core/2002
Service List attached hereto as Exhibit C, and (2) via first class mail on the Affected Contract
Counterparties Service List attached hereto as Exhibit D.
Date: April 29, 2025
/s/ Engels Medina
Engels Medina
State of New York
County of New York
Subscribed and sworn (or affirmed) to me on April 29, 2025, by Engels Medina, proved to me on
the basis of satisfactory evidence to be the person who executed this affidavit.
/s/ OLEG BITMAN
Notary Public, State of New York
No. 01BI6339574
Qualified in New York County
Commission Expires April 4, 2028
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 2 of 252
Exhibit A
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 3 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347431 Abigail Oxenreiter
ADDRESS ON FILE
30347432 Academy Locksmith
4887 E La Palma Ave.
Anaheim
CA
92807
29783825 Ackerman Law Firm, PA
3300 Shopton Road
Charlotte
NC
28217
30347433 Adform
255 Centre St, 7th Floor
New York
NY
10013
30347434 AIDP
19535 East Walnut Drive South
City of Industry
CA
91748
30347435 Airship Group, Inc.
548 Market St., Suite 698370
San Francisco
CA
94104-5401
30347436 Aloft Secaucus Meadowlands
460 HARMON MEADOW BLVD
Secaucus
NJ
07094
30347437 AN USA Holdings, LLC
Aaron Heidebreicht, 5601 Democracy Drive
Plano
TX
75024
30347438 Applied Food Sciences, Inc.
675-B Town Creek Road
Kerrville
TX
78028
30347440 Arizona Custom Blends Manufacturing LLC
2130 South Industrial Park Avenue
Tempe
AZ
85282
30347441 Atlantic Candy Company
115 Whetstone Place, Greg West
SAINT AUGUSTINE
FL
32086
30347442 Axonify Inc.
450 Phillip St.
Waterloo
ON
N2L 5J2
Canada
30347443 BakeWorks
5600 NE 121st Ave. Suite T1
Vancouver
WA
98682
30347444 Beehive Botanicals, Inc.
16297 W Nursery Rd
Hayward
WI
54843-7138
30347445 Best Formulations LLC
17758 Rowland Street
City of Industry
CA
91748
30347446 Betty Lou's
750 SW Booth Bend Rd.
McMinnville
OR
97128
30347447 Bionap S.r.l
Contrada Fureria Zona Industriale Ovest, Piano Tavola
Belpasso
Catania
95032
Italy
30347448 Biorginal Food & Science Corp
102 Melville Street
Saskatoon
SK
S7J 0R1
Canada
30347449 Biovation Labs
2323 3600 W., Craig Rich
West Valley City
UT
84119
30347450 Blackhawk Network, Inc.
6220 Stoneridge Mall Road
Pleasanton
CA
94588
29625574 Bloomreach, Inc.
82 Pioneer Way
Mountain View
CA
94041
30347451 Botanic Healthcare
100 Corporate Drive, Suite 205
Lebanon
NJ
08833
30347452 Buckeye Business Products
3830 Kelley Avenue
Cleveland
OH
44114
30347453 C.I. Nutreo
1307 Person St.
Durham
NC
27703
30347454 Capsoil Foodtech
355 9th St.
Winter Garden
FL
34787
30347455 Captek
Kevin Tully, 16218 Arthur Street
Cerritos
CA
90703
30347456 CAPTEK Softgel International, Inc.
Kevin Tully, 16218 Arthur Street
Cerritos
CA
90703
30347457 Cardlytics
675 Ponce de Leon Ave NE, Suite 4100
Atlanta
GA
30308
30347458 Carlson Capital, L.P.
2100 McKinney Ave
Dallas
TX
75201
30347459 CataBoom Technologies, LLC
2100 N. Greenville Avenue, Suite 400
Richardson
TX
75082
30347460 Christopher Ryszard Gregory Tomaszewski
Nectaris Limited, 27 High Street, Horley
Surrey
RH6 7BH
United Kingdom
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 1 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 4 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347461 ChromaDEx
1735 Flight Way, Suite 200
Tustin
CA
92782
30347462 CI&T, Inc
90 Nassau St.
Princeton
NJ
08542
30347463 Click to Fill, Inc.
821 Dawsonville Hwy, Ste 250337
Gainesville
GA
30501-2636
29628730 Concrete Media Ltd.
THE POPPY BUILDING, 8 BREWHOUSE YARD- 2ND
FLOOR
LONDON
EC14DJ
United Kingdom
30347464 Converge Technology Solutions
130 Technology Parkway
Norcross
GA
30092-2908
30347465 Cosby Village, LLC
Main Street Homes, 15871 City View Drive
Midlothian
VA
23113
30347466 Courtyard Secaucus
455 Harmon Meadow Boulevard
Secaucus
NJ
07094
30347467 Creative Link
7503 Linder Way
Galena
OH
43021
30347468 Crescent Electric Supply Company
7750 Dunleith Dr.
East Dubuque
IL
61025-1357
30347469 Crimson Blue Brand Consulting LLC
10113 WOODFERN WAY
Cincinnati
OH
45242
30347470 Crystal Hoshaw
ADDRESS ON FILE
30347471 Danisco
925 Page Mill Road
Palo Alto
CA
94304
29628812 DataDome Solutions Inc
1411 Broadway 16th Floor, C/O ORBISS
New York
NY
10018
30347472 David Segarra
ADDRESS ON FILE
30347473 DayTwo Ltd.
16 Hasadot St.
Adanim
4592500
Israel
30347474 Denvi Tech Inc.
8 The Green
Dover
DE
19901
30347475 Derrick I. Mitchell
ADDRESS ON FILE
30347476 DHL eCommerce Solutions
2700 South Commerce Parkway, Suite 300
Weston
FL
33331
30347477 Dr. Sarah Jamison
ADDRESS ON FILE
29628087 Drink LMNT, Inc.
Will Rossiter, 1150 Central Avenue
Naples
FL
34102
30347478 Dst Foods Inc.
109 State Rt 23
Franklin
NJ
07416-2005
30347479
Ebates Performance Marketing, Inc. d/b/a Rakuten
Rewards
300 Mission Street
San Francisco
CA
94111
30347480 Eddie Avila
ADDRESS ON FILE
30347481 Efficient Air
275 Belgrave-Gembrook Road, Emerald
Victoria
VIC
3782
Australia
30347482 Efficient Collaborative Retail Marketing
27070 Miles Rd, Suite A
Solon
OH
44139
29792762 EHP Labs LLC
Ross Allsop, 482 E 1900 N North
OGDEN
UT
84414
30347483
Elevate Nutraceuticals, LLC dba Elevate Health
Sciences, LLC
3421 S. Sierra Vista Way
Provo
UT
84606
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 2 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 5 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29606625 Empire Freight Logistics
6567 Kinne Road
DeWitt
NY
13214
30347484 Engagement Agents
24 Eugene St.
Hamilton
ON
L8H2R3
Canada
30347485 Engelke Construction Solutions LLC
2927 Nationwide Parkway
Brunswick
OH
44212
30347486 Epic West USA LLC
211 E 7TH ST, STE 620
AUSTIN
TX
78701
30347487 EUKAAI CORPORATION
660 California St
San Francisco
CA
94108
30217910 FacilitySource, LLC.
PO BOX 846847
Los Angeles
CA
90084
30347488 Farmacia del Fener.
C/ Bonaventura Riberaygua, 2
Andorra la Vella
AD500
Andorra
30347489 Five9, Inc.
3001 Bishop Drive, Suite 350
San Ramon
CA
94583
30347490 FL Supplements
10301 Commerce Pkwy
Miramar
FL
33025
30347491 Flavor Insights
4795 Industrial Way
Benicia
CA
94510
29605515 flexEngage, Inc.
7803 BLUE QUAIL LANE
Orlando
FL
32835
30347492 Florida Supplement, L.L.C.
Ray Martinez, 10301 Commerce Pkwy
Miramar
FL
33025
30347493 Fluent, LLC
300 Vesey Street, 9th Floor
New York
NY
10282
30347494 Folkes Electrical Construction Co., Inc.
206 HALEY ROAD
Ashland
VA
23005
29495357 Force Factor Brands LLC
Michael Brandow, 24 School St.
BOSTON
MA
02108
30347495 Fred Meyer Stores, Inc.
3800 SE 22ND Ave
Portland
OR
97202-2999
30347496 Fridays Health
17322 Murphy Ave.
Irvine
CA
92614
30347497 Genopalate
10437 W Innovation Dr
Milwaukee
WI
53226
30347498 Givaudan Flavors Corporation
1199 Edison Drive
Cincinnati
OH
45216
30347499 Global Impex
1719 Logix Office Tower, Logix City Center
Noida
UP
201301
India
30347500 Global Mail, Inc. dba DHL eCommerce Solutions
2700 South Commerce Parkway, Suite 300
Weston
FL
33331
30347501 GoodRx, Inc
2701 Olympic Blvd
Santa Monica
CA
90404
30347502 Gorilla Mind LLC
Mike Stoneberg, 391 N Ancestor Pl
Boise
ID
83704
30347503 Gotham Technology, LLC
5 PARAGON DRIVE, SUITE 103
Montvale
NJ
07645
30347504 Grontvedt Biotech AS
Havneveien 1
Uthaug
7142
Norway
30347505 Gummi World
370 N Juniper Dr, Ste 10
Chandler
AZ
85226
30347506 Habit LLC
985 3rd Street
OAKLAND
CA
94607
29627993 Herbaland Naturals Inc.
13330 Maycrest Way
Richmond
BC
V6V2J7
Canada
30347507 Hormel Foods Corporation
1 Hormel Place
Austin
MN
55912-3680
29603620 HP Inc.
11311 CHINDEN BLVD, MS 305
BOISE
ID
83714-0021
29629106 ICON International Inc.
107 Elm Street, 15th Floor
Stamford
CT
06902
30347508 ID.me, Inc
8280 Greensboro Drive, Suite 800
Tysons Corner
VA
22102
30347509 iHerb, LLC
17400 Laguna Canyon Rd, Suite 400
Irvine
CA
92618
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 3 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 6 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347510 ILS Gummies, LLC aka Innovative Gummies
350 Cypress Drive, Suite 300
Mckinney
TX
75071
30347511 Impact Tech, Inc.
223 E. De La Guerra St.
Santa Barbara
CA
93101
30347512 Infostretch Corporation DBA Apexon
c/o Apexon, 101 Carnegie Center
Princeton
NJ
08540
29605637 Infratech Solutions LLC
200 W JACKSON BLVD, SUITE 1250
Chicago
IL
60606
30347513 Innovactiv
120 Montée Industrielle-et-Commerciale
Rimouski
QC
G5M 1B1
Canada
30347514 Innovative Labs Group, LLC
85 COMMERCE DRIVE
Hauppauge
NY
11788
30347515 Interstate Premier Facility Services Provider
508 Prudential Road, Suite 100
Horsham
PA
19044
30347516 ION Labs, INC. (DBA ION Nutritional Labs)
5459 115th AVENUE NORTH
Clearwater
FL
33760
30347517 JAK Diversified II dba Multi-Pak Packaging
241 Clinton Road West
Caldwell
NJ
07006
30347518 James Goldman
ADDRESS ON FILE
30347519 Just Born
1300 Stefko Blvd
Bethlehem
PA
18017
30347520 Kairos Partners, LLC
6997 Redansa Drive
Rockford
IL
61108
30347521 Khaki Group, LLC (Hapi Gig)
3510 Old Milton Pkwy, Suite A
ALPHARETTA
GA
30005
30347522 Kohls
N56 W17000 Ridgewood Drive
Menomonee Falls
WI
53051
30347523 KontractOne LLC
Two Prudential Plaza, 180 N. Stetson Street
Chicago
IL
60601
29629282 Korber Supply Chain US, Inc
Dept Ch 17044
Palatine
IL
60055-7091
30347524 Korn Ferry
WILLIS TOWER, 233 SOUTH WACKER DRIVE, SUITE #700 Chicago
IL
60606
30347525 Kyowa Hakko Bio Co., Ltd
600 Third Ave.
New York
NY
10016
30347526 Levo Health
220 W 7TH AVENUE, SUITE 210
Tampa
FL
33602
30347527 LGC Science, Inc
1745 Alysheba Way, Suite 160
Lexington
KY
40509
29627679 Life Extension
Cheryl, 3600 West Commercial Blvd.
FORT LAUDERDALE FL
33309
30347528 LNS Hydro LLC
1314 E Las Olas Blvd, Ste 2450
Fort Lauderdale
FL
33301
29629364 Loyalty 360
PO BOX 54407
Cincinnati
OH
45254
30347529 LUMIFI CYBER, Inc.
1475 N Scottsdale Rd, STE 410
Scottsdale
AZ
85257
30347530 Macrocap Labs
975 Bennett Dr
Longwood
FL
32750
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 4 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 7 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347531 Manhattan Telecommunications Corp
METROPOLITAN TELECOMMUNICATIONS, P.O. BOX
9660
Manchester
NH
03108
30347532 McKinsey & Company, Inc.
55 East 52nd Street
New York
NY
10022
30347533 Measured, Inc.
1801 Rockmoor Ave
Austin
TX
78703
30347534 Meridian IT Inc.
9 Parkway North, Suite 500
Deerfield
IL
60015
30347535 Milk Specialties Company dba Milk Specialties Global
Mark Labine, 7500 Flying Cloud Drive
Eden Prairie
MN
55344
30347536 MUD/WTR, Inc.
2515 Main St
Santa Monica
CA
90405-3517
30347537 Natural Food Certifiers Inc.
80 Broad Street, 5th Floor
New York
NY
10004
30347538 Natural Wellness Now Health Products Inc.
23551 132nd Ave
Maple Ridge
BC
V4R2S6
Canada
30347539 Nature's Sunshine Products Inc
2901 W. Bluegrass Blvd.
Suite 100
Lehi
UT
84043
30347540 Navistone
DEPT CH 10731
Palatine
IL
60055-0731
30347541 NCC Group Software Resilience (NA) LLC
650 California St, Ste 2950
San Francisco
CA
94108-2747
30347542 Nelsons Bach USA Ltd.
customer service, 21 High Street
North Andover
MA
01845
29629518 Nestle USA, Inc
Attn: Accounting Operations, 445 State Street
Fremont
MI
49413
30347543 Newark Liberty International Airport Marriott
Newark Liberty International Airport, 1 Hotel Road
Newark
NJ
07114
30347544 Nexira SAS
15 Somerset St
Somerville
NJ
08876
30347545 Nickolas Armstrong
ADDRESS ON FILE
30347546 North American Reishi DBA Nammex
926 Joe Road
Roberts Creek
BC
V0N 2W6 Canada
29604363 NOW Foods
244 Knollwood Drive, Suite 300
Bloomingdale
IL
60108
30347547 Nulixir Inc
8609 Cross Park Drive
Austin
TX
78754
30347548 Nutracode
P.O. Box 21124
Lehigh Valley
PA
18002
30347549 Nutrashure Distribution
21 Corie Court
Port Jefferson
NY
11777
30347550 Nutritics Limited
22 Town Center Plaza
Dublin
Ireland
30347551 Nutritional PL, Inc.
Gene Tracy, 1610 W. Whispering Wind Drive
PHOENIX
AZ
85085
30347552 Old Dominion Mechanical LLC
9954 Mayland Dr, SUITE 2150
Richmond
VA
23233
29784878 OnDemand Resources, LLC
5863 Free Union Rd
Free Union
VA
22940
30347553 One Up Innovations, Inc.
2745 Bankers Industrial Dr.
Atlanta
GA
30360
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 5 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 8 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347554 Onward Robotics, Inc
250 48th St
Pittsburgh
PA
15201
30347555 OpenLoop Health
317 6th Ave., Ste 400
Des Moines
IA
50309
30347556 Orbis
1055 Corporate Center Drive
Oconomowoc
WI
53066
30347557 Origin Meals LLC
337 2nd ST NE
Hopkins
MN
55343
30347558 Oriol Segarra
ADDRESS ON FILE
29791907 Osgood Bank
275 W Main Street, P.O. Box 69
Osgood
OH
45351
30347559 Outbrain
39 WEST 13TH STREET, 3RD FLOOR
New York
NY
10011
30347560 Overtime Sports, Inc.
20 Jay Street Suite 600
Brooklyn
NY
11201
30347561 PBO SKINCARE, Revive Collagen
85 Great Portland Street
London
W1W 7LT
United Kingdom
29604464 Perfect Shaker
369 Lang Blvd
Grand Island
NY
14072
30347562 Pharma-Natural, Inc.
14500 NW 60th Ave, Building 7F
Miami Lakes
FL
33014
30347563 Phynova
Office 3, 2 Brookhill Way, Banbury
Oxfordshire
OX16 3ED
United Kingdom
30347564 Planet Fitness World Headquarters
26 Fox Run Road
Newington
NH
03801
30347565 Post Square Shopping Center, LLC
1091 Lynwood Blvd
Nashville
TN
37215-4539
30347566 Pristine Bay LLC dba Vianda Life
9898 Windisch Road
West Chester
OH
45069
30347568 Pro Form vendor #6676
5325 Industrial Way
Benicia
CA
94510
30347567 Pro Form vendor #6676 and 5133
5325 Industrial Way
Benicia
CA
94510
30347569 Proform Laboratories
5001 Industrial Way
Benicia
CA
94510
30347570 Pure Distribution US, LLC
Caryn Gurthie, PO Box 790066
ST LOUIS
MO
63179-0066
30347571 PWA Acquisition Corp.
11275 US Hwy 98, Suite 6304
Miramar Beach
FL
32550
30347572 Rakuten
800 Concar Drive, Suite 175
San Mateo
CA
94402
30347573 Raw Sports, LLC
Jeffrey Edward Delbow, Interim CFO, 904 Basenji Curve Shakopee
MN
55379
29630278 Raymond Werres Corporation
807 EAST SOUTH STREET
Frederick
MD
21701
30347574 Reflection Software
900 S FRONTENAC ST
Aurora
IL
60504
30347575 Reliance Company, Inc.
3rd Floor, Maker Chambers
Mumbai
MH
400 021
India
29604674 REM3DY Health Ltd
3 Bevan Way, Unit 2 Alpha Business
Smethwick
B661BZ
United Kingdom
30347576 Residence Inn by Marriott
10400 Fernwood Road
Bethesda
MD
20817
30347577 Riot Games, Inc.
12333 W. Olympic Blvd.
Los Angeles
CA
90064
29604750 RSM US LLP
5155 Paysphere Circle
Chicago
IL
60674
30347578 Ryse Up Sports Nutrition
Nicholas Stella, 631 Industry Way
Prosper
TX
75078
30347579 S3G Technology LLC
18 PR, PO Box 805
Alief
TX
77411
29603918 Sage Software, Inc.
14855 COLLECTIONS CENTER DRIVE
Chicago
IL
60693
30232708 Segarra Business Group
Attn: Oriol Segarra, Urb Belair #125
Guaynabo
PR
00969
30347580 Segarra Business Group, LLC
Attn: Oriol Segarra, P.O. Box 192388
San Juan
PR
00919
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 6 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 9 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347581 Sensapure, Inc.
1945 S Fremont Dr
Salt Lake City
UT
84104-4223
30347582 SGS North America Inc.
400 Broadacres Dr
Bloomfield
NJ
07003-3156
30347583 Shipped.com Corporation
500 Dry Valley Rd, F207
Cookeville
TN
38506
30347584 ShopRunner, Inc.
350 N LaSalle Dr., Ste 600
Chicago
IL
60654
30347585 Simpler Postage, Inc. d/b/a EasyPost
Attn: Minisoft, 39120 Argonaut Way #460
Fremont
CA
94538
30347586 Sodexo Operations LLC
915 Meeting Street
North Bethesda
MD
20852
30347587 Soft Gel Technologies, Inc.
6982 Bandini Blvd
Los Angeles
CA
90040
29606275 Spartan Race Inc.
234 CONGRESS STREET, 5TH FLOOR
Boston
MA
02110
30347588 Stanley Convergent Security Solutions, Inc.
DEPT CH 10651
PALATINE
IL
60055
30347589 Summit Rx
56 New Hook Rd
Bayonne
NJ
07002
30347590 Suning.com
No. 1, Suning Avenue, Xuanwu District
Nanjing, Jiangsu
210042
China
30347591 Super Duty Fans
PO BOX 1119
Pilot Point
TX
76258
30347592 Supranaturals, LLC
1356 Spring Creek Pl.
Springville
UT
84663
30347593 Suresh Marhatta
ADDRESS ON FILE
29623292 SVF Riva Annapolis, LLC
515 South Flower Street
Los Angeles
CA
90071
30347594 Swapopolis Inc. d/b/a Engagement Agents
24 Eugene St.
Hamilton
ON
L8H2R3
Canada
30347595 Synergy CHC Corp.
865 Spring Street
Westbrook
ME
04092
30347596 Taboola
28 WEST 23RD STREET, 5TH FLOOR
New York
NY
10010
29604599 Team Red, White & Blue, Inc.
PO Box 74497
Atlanta
GA
30374-4947
30347597 The Futures Company
1300 Environ Way
Chapel Hill
NC
27517
30347598 The Kroger Co.
1014 Vine Street
Cincinnati
OH
45202-1100
30347599 Thermal Kitchen LLC
811 Fentress Court
Daytona Beach
FL
32117
30347600 Thermo Pak
360 Balm Ct
Wood Dale
IL
60191
30347601 ThermoLife International, LLC aka ThermoLife
1334 E Chandler Blvd. #5-D76
PHOENIX
AZ
85048
30347602 Three Phase Electric
21410 N 15TH LANE, #112
Phoenix
AZ
85027
30347603 Threo Tech LLC
19535 E. Walnut Dr. South
City of Industry
CA
91748
30347604 Tishcon
Lisa Martinson, P.O. BOX 1899
SALISBURY
MD
21802
30347605
TLI Pool Distribution, LTD d/b/a All-freight Pool
Distribution Services
900 8th St
Wichita Falls
TX
76301-6801
30347606 Towns Sports International, LLC
399 Executive Boulevard
Elmsford
NY
10523
29785400 Transplace Texas, LP
3010 Gaylord Parkway
Frisco
TX
75034
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 7 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 10 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347607 Triple B Forwarders, Inc.
1511 Glenn Curtiss St.
Carson
CA
90746
30347608 Trolley House Refreshments Inc.
8501 Sanford Drive
Richmond
VA
23228
30347609 Truemed
1800 E 4th S
Austin
TX
78702
30347610 TSI
No.2, Jinxiu Road, Shi Zhuang Industry Park, Jiangyin
Jiangsu Province
214446
China
29606468 Ultimate Logistics, Inc.
13 E EASY STREET
Bound Brook
NJ
08805
30347611 Unigen
2121 South State Street
Tacoma
WA
98405
30347612 Unipharm S.A.C.
Avenida Pablo Carriquirry 222 URB
EL Palomar
Peru
30347613 US Pharmatech Inc.
7210 W Post Rd, Ste 100
Las Vegas
NV
89113
30347614 USP Brokerage
2251 Lynx Ln, Ste 5
Orlando
FL
32804-4729
30347615 Utah Corporation
160 East 300 South
Salt Lake City
UT
84111
30347616 Utica Foods
18 Sidney Circle
Kenilworth
NJ
07033
30347617 Validatoin and Compliance Institute
835 Asa Gray Drive
Ann Arbor
MI
48105
30347618 Valley Stream Green Acres LLC
2034 Green Acres Mall
Valley Stream
NY
11581
29785443 Vaswani
75 CARTER DRIVE
Edison
NJ
08817
30347619 Veeva Systems Inc.
4280 Hacienda Drive
Pleasanton
CA
94588
30347620 Vega US LLC
21500 Biscayne Blvd, Ste 600
Aventura
FL
33180-1256
30347621 Vibes Media, LLC
300 W Adams St 7th Floor
Chicago
IL
60606
29778123 Vindicia Inc
400 Concar Dr. 2nd Floor
San Mateo
CA
94402
29778125 Vireo Systems, INC.
305 Williams Avenue
Framingham
TN
37115
30347622 Virun, Inc
1750 N. 8th St
Colton
CA
92324
30347623 Vita Vida Limitada
197 Kingston Road
Epsom, Surrey
KT19 0AB
United Kingdom
30347624 Vital Pharmaceuticals, Inc., d/b/a Bang Energy
1600 North Park Drive, Suite 600
Weston
FL
33326
30347625 Vitality Works
Gregg Gibson, 8409 Washington St. NE
ALBUQUERQUE
NM
87113
29627700 Vitamin Angels
PO Box 42029
SANTA BARBARA
CA
93140
30347626
Vitamin Shoppe Vietnam Join Stock Company for
Socialist Republic of Vietnam
N0. 13 Ly Thai To, Ly Thai To Ward
Ha Noi City
Vietnam
30347627 Vitaquest
Ashley Hromnak, 8 Henderson Drive
West Caldwell
NJ
07006
30347628 Vitaquest International LLC
Ashley Hromnak, 8 Henderson Drive
West Caldwell
NJ
07006
29785481 Walmart Inc.
702 SW 8th Street
Bentonville
AR
72716
29778159 Wellnext LLC
1301 Sawgrass Corporate Parkway
New Albany
FL
33323
30347629 Wellsync
821 Dawsonville Highway, Suite 250 - #337
Gainseville
GA
30501
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 8 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 11 of 252
Exhibit A
Supplemental Notice Parties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30347630 Werres Corporation
807 East South Street
Frederick
MD
21701
29606529 Wesley Kraker Enterprises Inc
5050 Poplar Avenue, Suite 900
Memphis
TN
38157
30347631 Western Botanicals FL, LLC
1137 Guernsey Street
Orlando
FL
32804
30347632 WH Steven Creek LLC
101 California St, Ste 950
San Francisco
CA
94111
30347633 Workplace Environments - Cayman Islands
Unit 5B 1 Nexus Way
George Town
Ky1-1003
Grand Cayman
30347634 W-T Group, LLC
2675 Pratum Avenue
Hoffman Estates
IL
60192
30347635 YOGTI, Inc.
9-2266 Drew Road
Mississauga
ON
L5S 1B1
Canada
30347636 ZenDesk
1019 Market Street
San Francisco
CA
94103
30347637 Ziff Davis, LLC
360 Park Avenue South, 17th Floor
New York
NY
10010
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 9 of 9
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 12 of 252
Exhibit B
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 13 of 252
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
FRANCHISE GROUP, INC., et al.,1
)
Case No. 24-12480 (LSS)
)
Debtors.
)
(Jointly Administered)
)
)
Hearing Date: May 6, 2025, at 11:30 a.m. (ET)
)
Obj. Deadline: April 29, 2025, at 4:00 p.m. (ET)
DEBTORS’ MOTION FOR ENTRY OF
AN ORDER (I) AUTHORIZING FRANCHISE GROUP
INTERMEDIATE V, LLC TO ENTER INTO AND PERFORM
ITS OBLIGATIONS UNDER THE ASSET PURCHASE AGREEMENT,
(II) APPROVING THE SALE OF CERTAIN ASSETS FREE AND CLEAR
OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES,
(III) APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES, AND (IV) GRANTING RELATED RELIEF
1
The Debtors in these chapter 11 cases, along with the last four digits of their U.S. federal tax identification
numbers, to the extent applicable, are Franchise Group, Inc. (1876), Freedom VCM Holdings, LLC (1225),
Freedom VCM Interco Holdings, Inc. (2436), Freedom Receivables II, LLC (4066), Freedom VCM Receivables,
Inc. (0028), Freedom VCM Interco, Inc. (3661), Freedom VCM, Inc. (3091), Franchise Group New Holdco, LLC
(0444), American Freight FFO, LLC (5743), Franchise Group Acquisition TM, LLC (3068), Franchise Group
Intermediate Holdco, LLC (1587), Franchise Group Intermediate L, LLC (9486), Franchise Group Newco
Intermediate AF, LLC (8288), American Freight Group, LLC (2066), American Freight Holdings, LLC (8271),
American Freight, LLC (5940), American Freight Management Company, LLC (1215), Franchise Group
Intermediate S, LLC (5408), Franchise Group Newco S, LLC (1814), American Freight Franchising, LLC (1353),
Home & Appliance Outlet, LLC (n/a), American Freight Outlet Stores, LLC (9573), American Freight Franchisor,
LLC (2123), Franchise Group Intermediate B, LLC (7836), Buddy’s Newco, LLC (5404), Buddy’s Franchising
and Licensing LLC (9968), Franchise Group Intermediate V, LLC (5958), Franchise Group Newco V, LLC
(9746), Franchise Group Intermediate BHF, LLC (8260), Franchise Group Newco BHF, LLC (4123), Valor
Acquisition, LLC (3490), Vitamin Shoppe Industries LLC (3785), Vitamin Shoppe Global, LLC (1168), Vitamin
Shoppe Mariner, LLC (6298), Vitamin Shoppe Procurement Services, LLC (8021), Vitamin Shoppe Franchising,
LLC (8271), Vitamin Shoppe Florida, LLC (6590), Betancourt Sports Nutrition, LLC (0470), Franchise Group
Intermediate PSP, LLC (5965), Franchise Group Newco PSP, LLC (2323), PSP Midco, LLC (6507), Pet Supplies
“Plus”, LLC (5852), PSP Group, LLC (5944), PSP Service Newco, LLC (6414), WNW Franchising, LLC (9398),
WNW Stores, LLC (n/a), PSP Stores, LLC (9049), PSP Franchising, LLC (4978), PSP Subco, LLC (6489), PSP
Distribution, LLC (5242), Franchise Group Intermediate SL, LLC (2695), Franchise Group Newco SL, LLC
(7697), and Educate, Inc. (5722). The Debtors’ headquarters is located at 2371 Liberty Way, Virginia Beach,
Virginia 23456.
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2
The above-captioned debtors and debtors in possession (collectively, the “Debtors”) state
as follows in support of this motion (the “Motion”):2
Relief Requested
1.
The Debtors seek entry of an order, substantially in the form attached hereto as
Exhibit A (the “Sale Order”): (a) authorizing and approving the Debtors’ entry into and
performance under that certain asset purchase agreement, in the form attached to the Sale Order as
Exhibit 1 (together with all schedules, exhibits, and ancillary documents related thereto, as
amended, modified, or supplemented from time to time, the “APA”), whereby Debtor Franchise
Group Intermediate V, LLC (“Franchise Group Intermediate” or the “Seller”) has agreed to sell,
transfer, convey, assign, and deliver to TVS Buyer, LLC (the “Buyer,” and together with Franchise
Group Intermediate, the “Parties”), and the Buyer has agreed to purchase, acquire, accept, and
assume the Purchased Assets and the Assumed Liabilities from the Seller (including all actions
taken or required to be taken in connection with the implementation and consummation of the
APA, the “Sale”); (b) authorizing and approving the sale of the Purchased Assets and the Assumed
Liabilities to the Buyer free and clear of any and all Encumbrances, other than Permitted
Encumbrances and Assumed Liabilities; (c) authorizing the assumption and assignment of the
Purchased Contracts and the Purchased Leases; and (d) granting related relief.
Jurisdiction and Venue
2.
The United States District Court for the District of Delaware has jurisdiction over
this matter pursuant to 28 U.S.C. § 1334, which was referred to the United States Bankruptcy
Court for the District of Delaware (the “Court”) under 28 U.S.C. § 157 and the Amended Standing
2
Capitalized terms used but not defined in this Motion have the meanings ascribed to them in the APA, the Final
DIP Order, the Bidding Procedures (each as defined herein), or the Seventh Amended Joint Chapter 11 Plan of
Franchise Group, Inc. and Its Debtor Affiliates [Docket No. 1233].
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3
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.
3.
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4.
The statutory bases for the relief requested herein are sections 105(a), 363, and 365
of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), rules 2002,
6004, and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and
Local Rules 2002-1, 6004-1 and 9013-1.
Background
5.
On November 3, 2024 (the “Petition Date”), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. A detailed description of the Debtors,
their businesses, and the facts and circumstances giving rise to the Debtors’ chapter 11 cases is set
forth in the Declaration of David Orlofsky in Support of Debtors’ Chapter 11 Petitions and First
Day Pleadings [Docket No. 15] (the “First Day Declaration”), which is incorporated herein by
reference.
6.
The Debtors are operating their businesses and managing their properties as debtors
in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On
November 5, 2024, the Court entered an order [Docket No. 88] authorizing the procedural
consolidation
and
joint
administration
of
these
chapter
11
cases
pursuant
to
Bankruptcy Rule 1015(b) and Local Rule 1015-1. On November 19, 2024, the United States
Case 24-12480-LSS Doc 1283 Filed 04/16/25 Page 3 of 30
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 16 of 252
4
Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee of
unsecured creditors [Docket No. 188] (the “Creditors’ Committee”). On January 15, 2025, the
Debtors appointed a fee examiner [Docket No. 747] (the “Fee Examiner”).
7.
On December 11, 2024, the Court entered the Final Order (I) Authorizing the
Debtors to (A) Obtain Senior Secured Priming Superpriority Postpetition Financing and (B) Use
Cash Collateral, (II) Granting Liens and Providing Claims with Superpriority Administrative
Expense Status, (III) Granting Adequate Protection to the Prepetition Secured Parties,
(IV) Modifying the Automatic Stay, and (V) Granting Related Relief [Docket No. 414]
(the “Final DIP Order”). Under the Final DIP Order, the Debtors were authorized on a final basis
to enter into and perform under that certain Senior Secured Super-Priority Priming Term Loan
Debtor-In-Possession Credit Agreement dated as of November 7, 2024 (as amended, modified, or
supplemented from time to time, the “DIP Credit Agreement”).3
The Proposed Sale
8.
As described more fully in the First Day Declaration, leading up to the
Petition Date, the Debtors explored a wide array of strategic and operational measures to better
position the Debtors for sustainable growth and improve their strained liquidity position. In
addition to engaging in extensive negotiations with their key lender constituents on the terms of a
potential out-of-court transaction, the Debtors explored various strategic transactions to monetize
3
Pursuant to section 6.05(k) of the DIP Credit Agreement and paragraph 8(b) of the Final DIP Order, the Debtors
are not permitted to sell, transfer, lease, or otherwise dispose of any assets, including any Equity Interests (as
defined in the DIP Credit Agreement) owned by the Debtors, unless such Disposition (as defined in the DIP Credit
Agreement) is made in connection with a Sufficient Bid (as defined in the DIP Credit Agreement) or otherwise
with the prior written consent of the Required Supermajority Lenders (as defined in the DIP Credit Agreement).
At the request of the Buyer and the applicable Debtors, the Required Supermajority Lenders have consented to
the Sale, as further described herein.
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5
their core business segments, including The Vitamin Shoppe (“TVS”), the Debtors’
market-leading, omni-channel, specialty retailer and wellness lifestyle company.
9.
Prior to the Petition Date, in April 2023, the Debtors retained Jefferies LLC
(“Jefferies”) to gauge market interest and undertake a broad search for any potential buyers in
connection with a potential sale of TVS. In January 2024, Jefferies launched a formal marketing
and sale process, which included contacting 34 parties—22 financial buyers and 12 strategic
buyers—executing 17 non-disclosure agreements (“NDAs”) and engaging with the 17 parties
under NDA with respect to a potential going concern sale of TVS. Despite these efforts, no
actionable proposals were received. In parallel, the Debtors’ liquidity position continued to
tighten, and it became clear that achieving a comprehensive, value-maximizing out-of-court
transaction on the timeline required was not feasible.
10.
To that end, on November 1, 2024, the Debtors and the Ad Hoc Group entered into
a Restructuring Support Agreement which, among other things, memorialized the Ad Hoc Group’s
support for a sale process in chapter 11 for the purpose of identifying a value-maximizing
transaction with a bidder or series of bidders. As more fully described in the bidding procedures
approved by the Court on December 16, 2024 [Docket No. 444] (the “Bidding Procedures”), the
Debtors, in consultation with the Ad Hoc Group and with the assistance of Ducera Partners LLC
(“Ducera”), the Debtors’ investment banker, commenced a formal marketing process
(the “Marketing Process”) on November 4, 2024, in search of such a bidder or bidders for a sale
of certain of the Debtors’ business segments, including TVS, pursuant to section 363 of the
Bankruptcy Code.
11.
In connection with the Marketing Process, with respect to TVS, Ducera solicited
interest from 208 parties—185 financial sponsors and 23 strategic buyers—and executed 59 NDAs
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6
in connection therewith.4 Over the next several months, the Debtors continued to engage with
multiple parties in interest, including the Buyer. As of the February 3, 2025 Bid Deadline, no
Qualified Bids were submitted. The Buyer did, however, submit a revised indication of interest.
On February 12, 2025, the Debtors filed the Notice of Cancellation of Auction [Docket No. 961]
cancelling any potential auction and adjourning any potential sale hearing indefinitely.
Nonetheless, the Debtors continued conversations with certain parties in interest, including a
robust, ongoing dialogue with the Buyer, over the next several weeks regarding the terms of a
potential going concern sale of TVS. After weeks of extensive, arm’s-length negotiations, the
Parties entered into the APA on April 15, 2025. Pursuant to the APA, the Buyer will purchase the
Purchased Assets free and clear of any Encumbrances (other than Assumed Liabilities and
Permitted Encumbrances) in exchange for, among other things, (a) the assumption of the Assumed
Liabilities and (b) a cash payment of $193.5 million (the “Purchase Price”), subject to the
post-closing adjustment process as set forth in the APA.
12.
The Debtors determined, in an exercise of their business judgment, that a
transaction with the Buyer on the terms set forth in the APA was value maximizing for the Debtors
and their estates. Among other things, the sale represents the highest or otherwise best offer for
the Purchased Assets. Additionally, the TVS business was not growing and failing to meet the
Debtors’ profitability targets. Selling TVS will allow management to focus their efforts on the
Debtors’ other business lines, and specifically on implementing a long-term, value-maximizing
business plan for its other business segments. The APA provides for, and the Ancillary
4
On December 19, 2024, Greenhill & Co., investment banker to the Freedom Lender Group, provided Ducera with
a list of 59 additional parties—44 financial sponsors and 15 strategic buyers—requesting that Ducera solicit
interest from these parties in connection with the Marketing Process. Ducera promptly solicited interest from 51
of the 59 parties and executed 5 NDAs in connection therewith, allowing such parties to receive access to the data
room and confidential information memorandum.
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7
Agreements include, a Transition Services Agreement that will ensure the continuation of key
services previously performed by the Debtors, which in turn will significantly diminish the impact
of the Sale on the Debtors’ customers during these chapter 11 cases. For these reasons, the Sale
aligns with the Debtors’ business objectives and is in the best interest of the Debtors, their estates,
and their stakeholders.
13.
The Debtors and their advisors do not believe that the cost and delay inherent in a
public auction or additional marketing of the Purchased Assets would be outweighed by any
marginal increase to the Sale proceeds, if any, particularly in light of the benefits to the Debtors,
their estates, and all stakeholders if the Sale is approved. The Debtors, in their reasonable business
judgment, believe that the Sale is necessary to preserve and support their core business. Approval
of the Sale on the terms set forth herein and in the APA represents the most value-maximizing path
to divesting the Purchased Assets for fair consideration for the benefit of all stakeholders in these
chapter 11 cases.
14.
The Debtors therefore believe that entering into the APA and consummating the
Sale is fair, reasonable, represents a sound exercise of the Debtors’ business judgment, and is the
best available option to maximize value for the Debtors and all stakeholders.
Summary of Key Sale Terms
15.
The following chart summarizes the material terms and conditions of the APA:5
Provision
Summary Description
Parties
Seller: Franchise Group Intermediate V, LLC
Buyer: TVS Buyer, LLC
Purchased Assets
“Purchased Assets” means all rights, title and interests of Seller or its Subsidiaries in and
to all of the assets, properties, interests, rights and Claims of Seller and its Subsidiaries
5
This summary is provided for the convenience of the Court and parties in interest and describes, generally, the
terms contained in the APA. To the extent there is any conflict between this summary and the APA, the APA
shall govern in all respects. Capitalized terms used in the following summary shall have the meanings ascribed
to them in the APA.
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Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 20 of 252
8
Provision
Summary Description
related to, or used in connection with, the Business (other than the Excluded Assets),
including the following assets related to, or used in connection with, the Business, in each
case free and clear of any Encumbrances (other than Permitted Encumbrances and Assumed
Liabilities).
See APA, Art. II § 2.1.1.
Excluded Assets
Notwithstanding anything to the contrary in the APA or in any Ancillary Agreement,
(a) Buyer shall not acquire the Excluded Assets, including any Contract (including Leases)
set forth on Section 2.1.2 of Seller Disclosure Schedules (each such Contract or Lease,
an “Excluded Contract”), (b) the Purchased Assets shall not include the Excluded Assets,
and (c) Seller shall retain the Excluded Assets following the Closing.
See APA, Art. II § 2.1.2.
Date, Time, and
Place of Sale
Pursuant to the terms and subject to the conditions of the APA, the closing of the
Transactions (the “Closing”) shall take place by telephone conference and electronic
exchange of documents, at 10:00 a.m. local time, on the third (3rd) Business Day following
satisfaction of all conditions (other than those that by their terms are to be satisfied or taken
at the Closing) set forth in Article 6 (or, to the extent permitted by applicable Law, waived
by the Party entitled to the benefits thereof), or such other time and place as the Parties may
mutually agree to in writing (such date of the Closing being hereinafter referred to as
the “Closing Date”); provided, that, in no event shall the Closing occur prior to
May 15, 2025 without the prior written consent of Buyer.
See APA, Art. II § 2.4.
Purchase Price
Upon the terms and subject to the conditions of the APA, in consideration of the
conveyances contemplated under Section 2.1, Buyer shall at the Closing, pay to Seller an
amount equal to the Estimated Cash Purchase Price, less the Deposit (together with any and
all investment interest thereon, if any, that is released to Seller), by wire transfer of
immediately available funds to the account designated by Seller by Notice to Buyer, such
Notice to be provided at least five (5) Business Days prior to the Closing Date (such
amount, the “Closing Payment”).
See APA, Art. II § 2.3.1(a).
“Estimated Cash Purchase Price” means an amount equal to (a) the Base Cash Purchase
Price,6 plus (b) the amount by which the Estimated Net Working Capital Amount is greater
than the Target Net Working Capital Amount (if any), less (c) the amount by which the
Target Net Working Capital Amount is greater than the Estimated Net Working Capital
Amount (if any) less (d) the Estimated Assumed Indebtedness; provided, that in any and all
events, the Base Cash Purchase Price is inclusive of the Deposit.
See APA, Art. I.
Conditions
Precedent of Sale
Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to
complete the Transactions are subject to the satisfaction or waiver (if permitted by
applicable Law) at or prior to the Closing of the following conditions:
6.1.1
No Illegality or Law. There shall not be in effect any applicable Law that enjoins
or prohibits the Transactions.
6.1.2
Bankruptcy Orders. The Bankruptcy Court shall have entered the Sale Order and
the Sale Order shall be a Final Order.
6
The Base Cash Purchase Price is $193.5 million.
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9
Provision
Summary Description
6.1.3
Regulatory Approvals. Any waiting period (including any extension thereof) or
approvals applicable to the consummation of the Transactions under the HSR Act shall
have expired or been terminated (and the Laws set forth on Section 6.1.3 of Seller
Disclosure Schedules shall have expired or been terminated and any agreement with a
Governmental Authority not to consummate the Transactions).
See APA, Art. VI § 6.1.
There are also Conditions to Obligations of Buyer and Conditions to Obligations of Seller.
See APA, Art VI § 6.2, 6.3.
Deadline for the
Approval of the Sale
11:59 p.m. (Eastern Time) on May 15, 2025 (unless further extended upon mutual
agreement by Buyer and Seller in writing (email to counsel being sufficient)).
See APA, Art. VIII § 8.1.3.
Executory Contracts
and Leases to be
Assumed and
Assigned
Section 2.7.1 of Seller Disclosure Schedules sets forth a true and complete list, as of the
date of entry into the APA, of (a) all executory Contracts which require expenditures made
or to be made by Seller or payments or amounts received or to be received by Seller in
excess of $100,000 in the twelve (12) months prior to the date hereof and unexpired Leases
to which any Seller is a party (excluding the Excluded Contracts), including Seller’s
proposed Cure Costs associated with each such Contract and unexpired Lease set forth
therein, and (b) the Purchased Contracts and Purchased Leases as of the date of entry into
the APA.
From and after the date hereof until 3:00 P.M. (Eastern Time) on May 4, 2025, Buyer may,
in its sole discretion, (a) add any Contract or any Lease listed on Section 2.7.1 of Seller
Disclosure Schedules (or otherwise used in connection with the Business) to the schedule
of Purchased Contracts and Purchased Leases, (b) remove from the schedule of Purchased
Contracts and Purchased Leases any Contract listed on Section 2.7.1 of Seller Disclosure
Schedules and instead designate such Contract for rejection effective on and as of the
Closing or (c) remove from the schedule of Purchased Contracts and Purchased Leases any
Lease listed on Section 2.7.1 of Seller Disclosure Schedules and instead designate such
Lease for rejection effective on and as of the Closing; provided, that in the immediately
preceding clauses (a), (b), and (c), Buyer shall not be able to add any Contract or Lease to
the schedule of Purchased Contracts and Purchased Leases if such Contract or Lease is
associated with a Store already in the active process of Closing. The schedule of Purchased
Contracts and Purchased Leases shall be (and shall be deemed) modified or supplemented
to reflect the additions or removals, as applicable, of Leases and Contracts that are
(i) designated for assumption and assignment or (ii) designated for rejection, each as set
forth in Section 2.7.2 of the APA.
See APA, Art. II § 2.7.1.–2.7.2.
Assumed Liabilities
Upon the terms and subject to the conditions of the APA, at the Closing, Seller shall (or
shall cause its applicable Subsidiaries to) assign to Buyer and Buyer shall assume from
Seller or its applicable Subsidiaries and agree to pay and discharge when due, only the
following Liabilities of Seller and its Subsidiaries (other than the Excluded Liabilities)
arising out of the conduct of the Business or the ownership of the Purchased Assets or the
Business, in each case, immediately following the Closing (collectively, the “Assumed
Liabilities”):
(a)
all Liabilities arising under the Purchased Contracts and the Purchased Leases that
become due from and after, solely to the extent relating to facts, occurrences or
other circumstances first arising after, the Closing;
(b)
(i) the “current liabilities” of the Business to the extent set forth in the Net Working
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Summary Description
Capital Amount and (ii) the accounts payable, arising from the ownership of the
Purchased Assets or the conduct or operation of the Business from and after the
Closing;
(c)
all Liabilities (i) arising from the employment or termination of any Continuing
Employees and currently engaged independent contractors whenever incurred or
arising, including, any wages, salaries, commissions, or normal course bonuses or
incentive obligations with respect to the Continuing Employees, and (ii) with
respect to any accrued and unused paid time off and sick time accrued prior to the
Closing by any Continuing Employee to the extent permitted by applicable Law to
the extent set forth in the Net Working Capital Amount (including any amounts
required to be paid out by Seller under applicable law, which amounts shall be
timely reimbursed to Seller by Buyer following the Closing);
(d)
all Liabilities for Transfer Taxes;
(e)
all Liabilities arising from the sale of merchandise pursuant to product warranties,
product returns and rebates from and after the Closing, in each case solely to the
extent arising out of the Purchased Contracts;
(f)
all Liabilities for gift cards, store credits, customer loyalty programs, and gift
certificates validly issued by Seller and/or its Subsidiaries prior to the Closing
Date; and
(g)
(i) all Liabilities for Taxes with respect to the Purchased Assets, the Assumed
Liabilities, the Business, or the Continuing Employees with respect to any taxable
period (or portion thereof) beginning after the Closing Date and (ii) all Liabilities
for Transfer Taxes pursuant to Section 5.3.2 (such Taxes described in prongs
(i) and (ii), the “Assumed Taxes”);
(h)
all Liabilities arising for the Plans set forth on Section 2.1.1(w) of Seller Disclosure
Schedules from and after Closing; and
(i)
all Liabilities for Assumed Indebtedness (including the Liabilities set forth in
Exhibit H attached hereto with respect to (and not taking into account any caps or
amounts set forth in) clause (a) through (h) in the definition of Assumed
Indebtedness) and which shall include, for the avoidance of doubt, the Tax Reserve
Liabilities.
See APA, Art. II § 2.2.1.
Excluded Liabilities
“Excluded Liabilities” means all Liabilities of Seller or any of its Subsidiaries of whatever
nature, whether presently in existence or arising or asserted hereafter (other than the
Assumed Liabilities), including, without limiting the generality of the foregoing, the
following: (a) Excluded Taxes; (b) all Liabilities arising out of, resulting from, or relating
to any Excluded Assets; (c) all (i) indebtedness for borrowed money of the Debtors’ (other
than the Assumed Indebtedness) and (ii) other indebtedness set forth on Section 1.1.2(c) of
Seller Disclosure Schedules; (d) fees, costs and expenses incurred in connection with the
Chapter 11 Cases or the Transactions (except as otherwise contemplated by this
Agreement); (e) except, in each case, with respect to any Liabilities specifically assumed
by Buyer pursuant to Section 5.12, (i) any transaction, change of control, success, retention
or stay bonuses, severance, bonus incentive, or deferred compensation payments or other
similar payments or obligations payable to any current or former employee, officer, director
or other individual service provider of Seller or its Subsidiaries (including the Business
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Summary Description
Employees) under each Plan, policy, program, agreement, arrangement, or Contract
sponsored or maintained by Seller or its Subsidiaries or to which Seller or its Subsidiaries
is a party (including in connection with or arising out of the consummation of the
Transactions (except as excluded pursuant this clause (e), including any “double-trigger”
severance or other payments or obligations payable in combination with any other event)),
(ii) other than Liabilities assumed by Buyer pursuant to Section 2.2.1(c), any outstanding
and unpaid bonus, commission or incentive obligations in respect of any current or former
employee, officer, director or other individual service provider of Seller or its Subsidiaries
(including the Business Employees), (iii) other than payments required to be made by Buyer
to Seller pursuant to the Transition Services Agreement, all Liabilities at any time arising
under, pursuant to or in connection with each Plan and any other benefit or compensation
plan, program, policy, agreement, arrangement, or Contract, in each case, at any time
sponsored, maintained, contributed to or required to be contributed to by Seller or any of
its Affiliates or under or with respect to which Seller or any of its Affiliates has (or has had)
any Liability (including on account of an ERISA Affiliate), including Liabilities arising
under Title IV of ERISA or on account of any violation of COBRA, (iv) all Liabilities
relating to or arising out of the employment or termination of employment of (A) any
Business Employee who becomes a Continuing Employee with respect to periods of
employment or termination of employment with Seller or its Subsidiaries prior to the
Closing (but excluding in respect of any (1) Liabilities assumed pursuant to Section 2.2.1(c)
and (2) severance obligations for any Continuing Employee caused directly by any actions
taken by Buyer or at the direction of Buyer after the Closing), (B) any former employees of
Seller or its Subsidiaries (including any former employees of the Business) and Business
Employees who do not become Continuing Employees with respect to periods of
employment or termination of employment with Seller or its Subsidiaries, and (C) any
applicant for employment with Seller or its Subsidiaries at any time prior to the Closing,
including any Claims in respect of hiring, promotion, compensation, overtime, bonuses,
commissions, workers’ compensation or disability, vacation, sick pay or paid time off, other
employee benefits to which any such employees may be entitled as a result of his or her
employment by Seller or its Subsidiaries, and any other terms and conditions of
employment, (v) all Liabilities arising out of or relating to Claims by any agents or
independent contractors of, and who provide personal services to, Seller or its Subsidiaries
with respect to any Claims or personal injuries sustained in connection with the retention
of such Person by Seller or any of its Subsidiaries, including workers’ compensation or
disability, regardless of when such claim is made or asserted; (f) except for the accrued and
unpaid accounts payable of the Business reflected on Exhibit E attached hereto (and
included as part of Net Working Capital), all accrued and unpaid accounts payable of the
Business as of the Closing Date, including legal expenses accrued but unpaid as of the
Closing Date related to any Litigation to which Seller or its Subsidiaries are party, in each
case, whether invoiced before or after Closing; (g) all Cure Costs required to be paid
pursuant to section 365 of the Bankruptcy Code in connection with the assumption and
assignment of the Purchased Assets, including the Purchased Contracts and the Purchased
Leases as finally determined by the Bankruptcy Court (provided, that, in no event shall
Buyer be liable for any Cure Costs); (h) any pending or threatened Litigation with respect
to any events, acts or circumstances occurring prior to the Closing; and (i) any Liabilities
set forth on Section 1.1.2(i) of Seller Disclosure Schedules.
See APA Art. I § 1.1.
Excluded Liabilities. Notwithstanding anything to the contrary in the APA or any Ancillary
Agreement, neither Buyer nor any of its Affiliates shall assume, nor shall they be or become
responsible for, any Excluded Liabilities or any Liabilities of Seller or any of its
Subsidiaries, other than the Assumed Liabilities. For greater certainty, the Excluded
Liabilities shall remain the sole obligation and responsibility of Seller and its Subsidiaries.
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See APA Art. II § 2.2.
Sale of Property Free
and Clear of
Leasehold Interest,
License, or Other
Right
Except as set forth in Section 3.1.7(a) of Seller Disclosure Schedules, Seller has good and
valid title to, a valid leasehold interest in or the right to use, all of the Purchased Assets that
is necessary for Seller to operate the Business in all material respects. Upon the entry and
effectiveness of the Sale Order, Seller will have the power and right to sell, assign, transfer,
convey and deliver, as the case may be, to Buyer the Purchased Assets, free and clear of all
Encumbrances other than Permitted Encumbrances and Assumed Liabilities. Other than
Encumbrances that will be released upon the entry and effectiveness of the Sale Order,
Seller owns or has rights to, and upon delivery to Buyer at the Closing will transfer to
Buyer, good title to or a valid leasehold interest in all of the Purchased Assets, free and
clear of all Encumbrances, except for Permitted Encumbrances and Assumed Liabilities.
See APA, Art. III § 3.1.7(a).
Buyer Expense
Reimbursement
The Buyer may terminate the APA if certain conditions are met:
(a) if there is a material breach of the Sale Order or the APA by the Seller such that
the conditions of Closing set forth in Section 6.2.1 or Section 6.2.2 would not be
satisfied and the breach is not cured within twenty (20) days following Notice of
such breach by the Buyer, then the APA will be terminated;
(b) if (a) the Bankruptcy Court has not approved and entered the Sale Order prior to
11:59 p.m. (Eastern Time) on May 15, 2025 (unless further extended upon mutual
agreement by Buyer and Seller in writing (email to counsel being sufficient)),
(b) following entry of the Sale Order if such Sale Order is not a Final Order (unless
such Final Order requirement is waived by Seller and Buyer in their respective
discretion) within fourteen (14) days of entry of the Sale Order, or (c) the
Bankruptcy Court enters any Order materially inconsistent with the Sale Order or
the consummation of this Agreement and such order is not reversed, modified or
amended to the satisfaction of Buyer within thirty (30) days; provided, that the
right to terminate this Agreement under this Section 8.1.3 shall not be available to
Buyer if Buyer failed to fulfill any material obligation under this Agreement and
such failure is the cause of, or resulted in, such stay, reversal, modification,
amendment or vacation;
(c) if Seller seeks to have the Bankruptcy Court enter an order (or consents to or does
not oppose entry of an order) (a) dismissing the Chapter 11 Cases or converting
the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code,
(b) appointing a trustee, receiver or other Person responsible for operation or
administration of Seller or its business or assets, or a responsible officer for Seller,
or an examiner with enlarged powers relating to the operation or administration of
Seller or its business or assets (each, an “Appointee”); provided, that Appointee
shall not include any chief restructuring officer that has been or that may be
appointed by Seller and authorized by the Bankruptcy Court in the Chapter 11
Cases, or (c) if Seller files any stand-alone plan of reorganization or liquidation,
in each case, that does not contemplate consummation of the Transactions (or
announces support of any such plan filed by any other party);
(d) if (a) the Bankruptcy Court enters any Final Order that would reasonably be
expected to prevent, impede or materially delay the consummation of the
Transactions in accordance with the terms of this Agreement or (b) any creditor of
Seller obtains a final and unstayed Order of the Bankruptcy Court granting relief
from the automatic stay to foreclose on any material portion of the Purchased
Assets; or
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Summary Description
(e) if Seller fails to file the Sale Motion within five (5) Business Days after execution
of this Agreement.
If the Buyer terminates due to any of the above circumstances, within three (3) Business
Days of such termination, Buyer shall receive reimbursement from Seller (by wire transfer
of immediately available funds to the account designated by Buyer by Notice to Seller) for
Buyer’s reasonable fees, costs, expenses in an amount not to exceed $3,000,000 (the “Buyer
Expense Reimbursement”).
See APA, Art. VIII § 8.1.
6004(h) and 6004(d)
Waivers
Local Rule
6004-1(b)(iv)(O)
In order to close the Sale prior to the Outside Date, the Seller seeks a waiver of the stay
imposed by Bankruptcy Rules 6004(h) or 6006(d).
Basis for Relief Requested
I.
The Sale Is a Sound Exercise of the Debtors’ Business Judgment, Is Appropriate
Pursuant to Bankruptcy Rule 6004(f), and Should be Approved.
16.
Section 363(b) of the Bankruptcy Code provides that “[t]he [debtor in possession],
after notice and a hearing, may use, sell or lease, other than in the ordinary course of business,
property of the estate.” In determining whether to authorize the use, sale, or lease of property of
the estates under section 363 of the Bankruptcy Code, “courts require the debtor to show that a
sound business purpose justifies such actions.” In re Montgomery Ward Holding Corp., 242 B.R.
147, 153 (Bankr. D. Del. 1999); see, e.g., In re ICL Holding Co., Inc., 802 F.3d 547, 551 (3d Cir.
2015). The “sound business purpose” test requires a debtor to establish that: “(1) a sound business
purpose [for the sale] exists; (2) the [total consideration] is fair; (3) the debtor has provided
adequate and reasonable notice; and (4) the purchaser has acted in good faith.” In re Decora
Indus., Inc., No. 00-4459 (JJF), 2002 WL 32332749, at *2 (D. Del. May 20, 2002) (citing
In re Del. & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991)); see also In re Exaeris, Inc.,
380 B.R. 741, 744 (Bankr. D. Del. 2008). The Debtors submit that the Sale satisfies each of these
elements.
• A sound business purpose for the Sale exists. The Debtors submit that the proposed
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Sale is a sound exercise of the Debtors’ business judgment. Among other things, the
Purchased Assets were not meeting the Debtors’ profitability targets. The value
generated by the Sale therefore outweighs any potential future benefits of maintaining
the Purchased Assets. Consummating the Sale on the terms set forth in the APA will
allow the Debtors to maximize the value of the Debtors’ estates. Further, the Debtors
are able to consummate the Sale with minimal disruption to customer operations. To
that end, the APA contemplates, and the Ancillary Agreements include, a Transition
Services Agreement that provides for the smooth transition of operational and financial
information, which in turn maintains the continuity of customer operations.
• The total consideration is fair. After engaging in good-faith, arm’s-length
negotiations, the Parties agreed on the applicable purchase price in cash for the
Purchased Assets, which totals approximately $193.5 million in cash consideration
(subject to the Net Adjustment Amount) plus the assumption of certain Assumed
Liabilities. The $193.5 million in cash will be increased or decreased by the Net
Adjustment Amount prior to payment in accordance with the terms and conditions set
forth in the APA. The Debtors and their advisors analyzed the Purchase Price and
(a) concluded it measured favorably against comparable transactions and
(b) determined that further marketing of the Purchased Assets would be unlikely to
yield additional value. The value generated by the Sale outweighs any benefits of
maintaining the Purchased Assets.
• The Debtors have provided adequate and reasonable notice. The Debtors have
provided adequate and reasonable notice to all interested persons—the Debtors, with
the assistance of Ducera, solicited interest from 208 parties through the Marketing
Process as of the date hereof, and only the Buyer submitted a viable bid worthy of
pursuit. This robust level of marketing, combined with the sustained interest from the
Buyer and the strength of the terms of the Sale, reflects the comprehensiveness of the
marketing of the Purchased Assets and demonstrates that notice was provided to all
parties in interest.
• The Buyer has acted in good faith. As more fully described herein, the Buyer is an
unaffiliated third party acting for bona fide commercial purposes. The Debtors agreed
to sell the Purchased Assets to the Buyer following a fair and extensive negotiation
process.
17.
Once a debtor articulates a valid business justification, then the burden of rebutting
the “strong presumption . . . that the agreement at issue was negotiated in good faith and in the
best interests of the estate” falls to parties opposing the transaction. In re Filene’s Basement,
No. 11-13511 (KJC), 2014 WL 1713416, at *12 (Bankr. D. Del. Apr. 29, 2014); see also
In re Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992), appeal dismissed, 3 F.3d 49
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(2d Cir. 1993). Thus, if a debtor satisfies the business judgment rule, the transaction in question
should be approved under section 363(b)(1) of the Bankruptcy Code.
18.
Moreover, Bankruptcy Rule 6004(f)(1) authorizes a debtor to sell estate property
outside of the ordinary course of its business by private sale or public auction. Courts generally
afford debtors in possession broad discretion in determining the manner in which estate property
is sold. See, e.g., In re Bakalis, 220 B.R. 525, 531 (Bankr. E.D.N.Y. 1998). Sales by a debtor
outside of the ordinary course of business are appropriate where the debtor demonstrates that the
sale is permissible pursuant to section 363 of the Bankruptcy Code. See In re Stephens Indus.,
Inc., 789 F.2d 386, 390 (6th Cir. 1986) (holding a debtor may sell property via private sale “when
a sound business purpose dictates such action”); In re Schipper, 933 F.2d 513 (7th Cir. 1991)
(approving private real estate sale by debtor when purchase price was the same as independent
appraisal); In re Woodscape Ltd. P’ship, 134 B.R. 165, 174 (Bankr. D. Md. 1991) (noting that,
with respect to sales of estate property, “[t]here is no prohibition against a private sale . . . and
there is no requirement that the sale be by public auction.”); In re Paper Corp. of Am., 138 F.Supp.
29 (S.D.N.Y. 1956) (holding that the trustee’s inability to sell the property after “many months . .
. was sufficient to warrant the private sale.”); see also In re Blue Coal Corp., 168 B.R. 553, 564
(M.D. Penn. 1994) (“[A] larger measure of discretion is available to the court in considering
whether a private bid should be approved or confirmed.”).
19.
Selling the Purchased Assets is in the best interests of the Debtors’ estates and
should be approved. The Debtors believe that a public auction for the Purchased Assets would
require the Debtors’ estates to incur substantial additional costs and create undue delay and would
not result in any incremental value. A sale of the Purchased Assets under the terms and conditions
of the APA—as opposed to a lengthy public auction process—will allow the Debtors to avoid
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incurring additional operating and lease expenses associated with the retail locations, thereby
preserving value for the Debtors’ estates and all stakeholders. Additionally, the Debtors believe
that the Buyer is uniquely positioned to fully appreciate the value in the Purchased Assets, and
that, despite a robust prepetition marketing process and subsequent postpetition marketing efforts,
it is unlikely that another purchaser would come forward within a reasonable time frame with a
higher or otherwise better offer. The Debtors believe that the Sale comports with the long-term
strategic initiatives of the Debtors and is value-maximizing. Accordingly, the Debtors have
determined that entry into the APA and consummation of the Sale is in the best interests of their
estates and all stakeholders.
20.
Courts in this jurisdiction have authorized sales pursuant to section 363 of the
Bankruptcy Code. See, e.g., In re Sunpower Corp., No. 24-11649 (CTG) (Bankr. D. Del. Aug. 29,
2024) (authorizing a private sale of certain of the debtors’ assets without bidding procedures or an
auction); In re MVK FarmCo LLC, No. 23-11721 (LSS) (Bankr. D. Del. Mar. 11, 2024) (same);
In re Armstrong Flooring, Inc., No. 22-10426 (MFW) (Bankr. D. Del. Mar. 27, 2023) (same); In re
Indep. Pet Partners Holdings, LLC, No. 23-10153 (LSS) (Bankr. D. Del. Feb. 24, 2023); and In
re Boy Scouts of Am., No. 20-10343 (LSS) (Bankr. D. Del. Apr. 22, 2022) (same).
II.
The Sale Free and Clear of Liens and Other Interests Is Authorized by Section 363(f)
of the Bankruptcy Code.
21.
Section 363(f) of the Bankruptcy Code authorizes a debtor to sell assets free and
clear of liens, claims, interests, and encumbrances if:
(1)
applicable non-bankruptcy law permits sale of such property
free and clear of such interests;
(2)
such entity consents;
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(3)
such interest is a lien and the price at which such property is
to be sold is greater than the aggregate value of all liens on
such property;
(4)
such interest is in bona fide dispute; or
(5)
such entity could be compelled, in a legal or equitable
proceeding, to accept a money satisfaction of such interest.
Because these requirements are listed in the disjunctive, the Debtors only need to satisfy one of
the five requirements to permit the Purchased Assets to be sold “free and clear” of liens and
interests. See In re Kellstrom Indus., Inc., 282 B.R. 787, 793 (Bankr. D. Del. 2002). The Debtors
submit that each lien or interest in the Purchased Assets, except with respect to any Assumed
Liabilities or Permitted Encumbrances, satisfies at least one of the five conditions of section 363(f)
of the Bankruptcy Code. The Debtors further submit that any interest that will not be an Assumed
Liability or Permitted Encumbrance satisfies at least one of the five conditions of section 363(f)
of the Bankruptcy Code, and that any such interest will be adequately protected by either being
paid in full at the time of closing or by attaching to the net proceeds of the Sale, subject to any
claims and defenses the Debtors may possess with respect thereto.
22.
Importantly, the requisite DIP Lenders and Prepetition First Lien Lenders under the
DIP Facility and the First Lien Term Loan Facility consented to the Sale on the condition that,
among other things, (a) the DIP Liens and the Prepetition First Lien Liens attach to the proceeds
of the Sale with the same validity, force, and effect that such DIP Liens and Prepetition First Lien
Liens had prior to the Sale, subject to any claims and defenses the Debtors and their estates may
possess with respect thereto, and (b) the proceeds of the Sale shall be distributed in accordance
with the DIP Credit Agreement and the Final DIP Order. Further, to the extent any prepetition
secured lenders have a prepetition security interest in and liens upon the Purchased Assets, these
creditors can be compelled to accept a monetary satisfaction of their interests or are adequately
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protected by having their claims that constitute interests in the Purchased Assets, if any, attach to
the proceeds of the Sale with the same priority that existed immediately prior to the closing. Thus,
section 363(f)(5) of the Bankruptcy Code is satisfied and any existing interests in the Purchased
Assets will be adequately protected through attachment to the proceeds of the Sale. See In re Katy
Indus., No. 17-11101 (KJC), 2017 WL 5434578, at *5 (Bankr. D. Del. 2017) (finding that holders
of liens against property sold free and clear of all liens are “adequately protected by having their
Encumbrances, if any, attach to the cash proceeds of the Sale attributable to the Purchased Assets
in which such holder alleges an Encumbrance”); see also MacArthur Co. v. Johns-Manville Corp.,
837 F.2d 89, 94 (2d Cir. 1988) (“It has long been recognized that when a debtor’s assets are
disposed of free and clear of third-party interests, the third party is adequately protected if his
interest is assertable against the proceeds of the disposition.”).
23.
Accordingly, the Debtors request that the Purchased Assets be transferred to the
Buyer free and clear of liens, claims, and encumbrances, other than Assumed Liabilities and
Permitted Encumbrances, with any such liens, claims, and encumbrances attaching to the net sale
proceeds realized from the Sale.
III.
The Buyer Is a Good-Faith Purchaser and Is Entitled to the Full Protection of
Section 363(m) of the Bankruptcy Code.
24.
Section 363(m) of the Bankruptcy Code provides that “[t]he reversal or
modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or
lease of property does not affect the validity of a sale or lease under such authorization to an entity
that purchased or leased such property in good faith[.]” Although good faith is not specifically
defined in the Bankruptcy Code, one court has stated that the “[g]ood faith of a purchaser is shown
by the integrity of his conduct during the course of the sale proceedings . . . A purchaser’s good
faith is lost by fraud, collusion between the purchaser and other bidders or the trustee, or an attempt
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to take grossly unfair advantage of other bidders.” In re Gucci, 126 F.3d 380, 390 (2d Cir. 1997)
(internal quotations omitted). Within the Third Circuit, a good faith purchaser is one who
purchases assets for value and in good faith. See In re Abbotts Dairies of Pa., 788 F.2d 143, 147
(3d Cir. 1986). “The requirement that a purchaser act in good faith . . . speaks to the integrity of
his conduct in the course of the sale proceedings. Typically, the misconduct that would destroy a
purchaser’s good faith status at a judicial sale involves fraud, collusion between the purchaser and
other bidders or the trustee, or an attempt to take grossly unfair advantage of other bidders.” In re
Abbotts Dairies of Pa., 788 F.2d at 147.
25.
The Debtors submit that the Buyer is a “good faith purchaser” within the meaning
of section 363(m) of the Bankruptcy Code and that the APA is a good faith agreement on
arms’-length terms entitled to the protections of section 363(m) of the Bankruptcy Code. All
Parties were represented by competent counsel and all negotiations in connection with the APA
and the Sale contemplated therein were conducted on an arm’s-length, good-faith basis. There is
no indication of fraud or any improper insider dealing. Further, the consideration to be received
by the Debtors for the Purchased Assets pursuant to the APA is substantial, fair, and reasonable
under the circumstances.
26.
The Sale was evaluated and approved by the Debtors in consultation with their
advisors and the Ad Hoc Group, the Freedom Lender Group, and the Creditors’ Committee.
Additionally, the Buyer and the Debtors are wholly unrelated, share no officers, directors,
shareholders, incorporators, employees, or economic interests—other than as embodied in the
Sale—in common, and the Buyer is not an “insider” as that term is defined in section 101(31) of
the Bankruptcy Code. Accordingly, the Debtors request that the Court enter an order entitling the
APA and the Parties to the Sale to the full protections of section 363(m) of the Bankruptcy Code.
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IV.
The Assumption and Assignment of the Purchased Contracts and Purchased Leases
Should Be Approved.
A.
The Assumption and Assignment of the Purchased Contracts and the Purchased
Leases Reflects the Debtors’ Reasonable Business Judgment.
27.
Assumption and assignment of the Purchased Contracts and Purchased Leases in
connection with the Sale reflects the Debtors’ sound business judgment. Section 365 of the
Bankruptcy Code authorizes a debtor to assume and/or assign their executory contracts and
unexpired leases, subject to the approval of the court, provided that the defaults under such
executory contracts and unexpired leases are cured and adequate assurance of future performance
is provided. A debtor’s decision to assume or reject an executory contract or unexpired lease must
only satisfy the “business judgment rule” and will not be subject to review unless such decision is
clearly an unreasonable exercise of such judgment. See, e.g., Grp. of Inst’l Invrs. v. Chicago,
Milwaukee, St. Paul & Pacific Ry. Co., 318 U.S. 523 (1943) (applying section 77(b) of the
Bankruptcy Act, predecessor to section 365 of the Bankruptcy Code, and rejecting the test of
whether an executory contract was burdensome in favor of whether rejection is within a debtor’s
business judgment); Sharon Steel Corp. v. Nat’l Fuel Gas Distrib. Corp., 872 F.2d 36, 40 (3d Cir.
1989) (describing deference to a debtor’s business judgment as “breathing space afforded [to] the
debtor to consider whether to reject or assume executory contracts under the [Bankruptcy] Code.”);
In re S.A. Holding Co., LLC, 357 B.R. 51, 56 (Bankr. D.N.J. 2006) (applying the business judgment
test in determining whether to approve a contract rejection); In re Cent. Jersey Airport Servs., LLC,
282 B.R. 176, 183 (Bankr. D.N.J. 2002) (“Although the [Bankruptcy Code] does not provide the
standard to be applied in determining the propriety of the [debtor’s] decision [to assume or reject
a contract], most Circuits, including the Third Circuit have adopted the business judgment test.”).
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21
28.
Here, the Court should approve the decision to assume and assign the
Purchased Contracts and the Purchased Leases in connection with the Sale as a sound exercise of
the Debtors’ business judgment. The Purchased Contracts and Purchased Leases—which include,
among other things, customer and supplier contracts, real property leases, intellectual property
agreements, and liabilities related thereto—are necessary to manage the day-to-day operations of
the Purchased Assets, and the assumption and assignment of the Purchased Contracts and the
Purchased Leases are therefore essential to inducing the best offer for the Purchased Assets. The
assumption and assignment of the Purchased Contracts and the Purchased Leases is necessary and
appropriate under the circumstances in connection with the Sale, is integral to the Debtors’ overall
restructuring efforts, and the Buyer has demonstrated that it can reasonably carry on the obligations
under the Purchased Contracts and the Purchased Leases. Importantly, the counterparties to the
Purchased Contracts and the Purchased Leases will be treated fairly and equitably, as all existing
defaults under the Purchased Contracts and the Purchased Leases will be promptly cured by the
Debtors as described below. Accordingly, the Debtors submit that the assumption of the Purchased
Contracts and the Purchased Leases and their assignment to the Buyer should be approved as a
sound exercise of the Debtors’ business judgment.
B.
Defaults Under the Purchased Contracts and Purchased Leases will be Cured in
Connection with the Sale.
29.
Upon finding that a debtor has exercised its business judgment in determining that
assuming an executory contract or unexpired lease is in the best interest of its estate, courts must
then evaluate whether the assumption meets the requirements of section 365(b) of the Bankruptcy
Code. Specifically, before assumption will be permitted, a debtor must (a) cure existing defaults
or provide adequate assurance that cure will promptly occur, (b) compensate any party to the
agreement that has suffered actual pecuniary loss as a result of default or provide adequate
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22
assurance of prompt compensation to the injured party, and (c) provide adequate assurance of
future performance under the agreement. In re Carlisle Homes, Inc., 103 B.R. 524, 538 (Bankr.
D.N.J. 1988); see also Cinicola v. Scharffenberger, 248 F.3d 110, 120 (3d Cir. 2001) (“Before an
executory contract may be assigned, the trustee first must assume the contract and ‘adequate
assurance of future performance’ of the contract must be provided.”). This section “attempts to
strike a balance between two sometimes competing interests, the right of the contracting non debtor
to get the performance it bargained for and the right of the debtor’s creditors to get the benefit of
the debtor’s bargain.” Id. (quoting In re Bon Ton Restaurant & Pastry Shop, Inc., 53 B.R. 789,
803 (Bankr. N.D. Ill. 1985)).
30.
Here, the statutory requirements of section 365(b)(1)(A) of the Bankruptcy Code
will promptly be satisfied because the applicable Debtor or Debtors will cure all defaults associated
with, or required to properly assume and assign, the Purchased Contracts and the Purchased Leases
on, prior to, or after the Closing Date, as applicable, in accordance with the terms of the APA. The
Debtors believe that if any defaults exist that must be cured, such cure will be achieved fairly,
efficiently, properly, and consistently with the Bankruptcy Code. In conjunction with or following
consummation of the Sale, the applicable Debtor or Debtors will pay all identified and outstanding
obligations under the Purchased Contracts and the Purchased Leases and will perform all of their
undisputed prepetition obligations in connection with the assumption and assignment of any
Purchased Contract and the Purchased Lease.
31.
Further, the Purchased Contracts and the Purchased Leases and the related amounts
required to cure all defaults or other obligations thereunder pursuant to section 365 of the
Bankruptcy Code are listed on Schedule 1 of the Sale Order (as may be amended or modified from
time to time, the “Cure Schedule,” and the related costs, collectively, the “Cure Costs”). On the
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23
date hereof, the applicable Debtor or Debtors will serve each non-Debtor counterparty to a
Purchased Contract or Purchased Lease with the Motion, the Sale Order, and the Cure Schedule,
notifying such counterparty (a) that the Purchased Contract or the Purchased Lease may be
assumed and assigned to the Buyer in connection with the Sale and (b) of the proposed Cure Cost
associated with the relevant Purchased Contract or Purchased Lease. Objections to the proposed
assumption and assignment of a Purchased Contract or Purchased Lease (including with respect to
the proposed Cure Cost) must (i) be in writing, (ii) comply with the Bankruptcy Code, the
Bankruptcy Rules, and the Local Rules, (iii) state, with specificity, the legal and factual bases
thereof, including the Cure Cost that the counterparty believes is required to cure defaults under
the relevant Purchased Contract or Purchased Lease if different from the Cure Cost set forth in
Schedule 1, and (iv) be filed with the Court (contemporaneously with a proof of service) by no
later than (A) April 29, 2025 (which shall be no less than 14 days after the date of notice) or (B) for
any Purchased Contract or Purchased Lease added to Schedule 1 after April 15, 2025, 14 days after
service of the notice to such Purchased Contract or Purchased Lease counterparty (each,
an “Assignment Objection”).
32.
If a counterparty to a Purchased Contract or Purchased Lease fails to properly and
timely file and serve an Assignment Objection in accordance with paragraph 31 of this Motion,
the counterparty shall be forever barred from asserting any objection with regard to the assumption
or assignment of its Purchased Contract or Purchased Lease, as applicable, and notwithstanding
anything to the contrary in the Purchased Contract or Purchased Lease or any other document, the
Cure Costs set forth in the Cure Schedule shall be the only amount necessary to cure outstanding
defaults under the applicable Purchased Contract or Purchased Lease under section 365 of the
Bankruptcy Code.
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24
33.
In the event of a dispute between the applicable Debtor or Debtors and a
counterparty to any Purchased Contract or Purchase Lease with respect to a Cure Cost for which
there is an unresolved objection, the Seller proposes that it will promptly pay the appropriate
amount, on the date that is five (5) Business Days after the date on which: (a) the applicable
Debtor or Debtors reach agreement on the amount of the cure with the applicable counterparty; or
(b) the Court has entered an order fixing such amount. The applicable Debtor or Debtors propose
that any Cure Costs be satisfied pursuant to the APA. For the avoidance of doubt, the Debtors are
not seeking to impair any cure claims.
34.
Similarly, the requirement of section 365(b)(1)(C) of the Bankruptcy Code—
adequate assurance of future performance—is also satisfied here. “The phrase ‘adequate assurance
of future performance,’ adopted from section 2-609(1) of the Uniform Commercial Code, is to be
given a practical, pragmatic construction based upon the facts and circumstances of each case.
Although no single solution will satisfy every case, the required assurance will fall considerably
short of an absolute guarantee of performance.” Carlisle Homes, 103 B.R. at 538 (internal citations
omitted). Among other things, adequate assurance may be given by demonstrating the assignee’s
financial health and experience in managing the type of enterprise or property assigned. See In re
Filene’s Basement, 2014 WL 1713416, at *12 (holding that a contract could be assigned because
the assignee had the financial ability to perform the contract obligations going forward and would
not fail to perform the contract’s obligations at risk of losing a significant investment);
In re Bygaph, Inc., 56 B.R. 596, 605–06 (Bankr. S.D.N.Y. 1986) (holding that adequate assurance
of future performance is present where a prospective assignee has the financial resources and has
expressed a willingness to devote sufficient funding to a business to give it a strong likelihood of
succeeding).
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25
35.
Here, the Buyer is a well-capitalized, sophisticated private investment firm
primarily focused on businesses in transition. The Debtors evaluated the financial wherewithal of
the Buyer before finalizing the APA (e.g., financial credibility, willingness, and ability of the
Buyer to perform under executory contracts and unexpired leases). The Buyer has demonstrated
such financial wherewithal, willingness, and ability to perform under the Purchased Contracts and
the Purchased Leases. As such, the Buyer is equipped to step into the Debtors’ position as operator
of the Purchased Assets.
V.
The Buyer Expense Reimbursement Has a Sound Business Purpose and Should be
Approved.
36.
The Debtors are also seeking approval of the Buyer Expense Reimbursement under
section 8.1 of the APA. Specifically, if, prior to the Closing Date, the Buyer terminates the APA in
accordance with sections 8.1.2, 8.1.3, 8.1.4, 8.1.8, or 8.1.9 of the APA, then, within three (3) Business
Days of such termination, the Buyer shall receive reimbursement from the Seller for its reasonable
fees, costs, and expenses in an amount not to exceed $3 million in accordance with the applicable
terms and conditions of the APA. Bid protections are a normal and necessary component of
significant sales conducted in chapter 11 to protect the potential buyer from circumstances where
a debtor determines not to proceed with the signing and closing of the sale. See In re Integrated
Res. Inc., 147 B.R. 650, 659–61 (S.D.N.Y. 1992) (“break-up fees can be necessary to discharge
the directors’ duties to maximize value . . . [and] ensure that a bidder does not retract its bid”)
(emphasis in original); In re Hupp Indus., 140 B.R. 191, 194 (Bankr. N.D. Ohio 1997) (without
any reimbursement, “bidders would be reluctant to make an initial bid for fear that their first bid
will be shopped around for a higher bid from another bidder who would capitalize on the initial
bidder’s…due diligence”); In re 995 Fifth Ave. Assocs., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989)
(finding that bidding incentives may be “legitimately necessary to convince a white knight to enter
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26
the bidding by providing some form of compensation for the risks it is undertaking”) (citations
omitted).
37.
As a result, courts regularly approve such buyer protections in connection with
proposed bankruptcy sales where a proposed fee or reimbursement provides a benefit to the estate.
See In re Energy Future Holdings Corp., 904 F.3d 298 (3d Cir. 2018) (holding that “[T]he
allowability of break-up fees. . . depends upon the requesting party’s ability to show that the fees
[a]re actually necessary to preserve the value of the estate.”) (citing In re O’Brien Envtl. Energy,
Inc., 181 F.3d 527, 535 (3d Cir. 1999)) (alterations in original); In re Reliant Energy Channelview
LP, 594 F.3d 200, 206 (3d Cir. 2010) (same).
38.
The Debtors submit that the Buyer Expense Reimbursement is amply justified,
within the Debtors’ business judgment, and in the best interests of the Debtors’ estates and their
creditors. The Debtors believe, and the Buyer has represented that, the Buyer Expense
Reimbursement is a material inducement for the Buyer’s commitment to purchase the Purchased
Assets. The Sale, including the Buyer Expense Reimbursement, has been thoroughly negotiated,
and the Debtors were able to achieve other material concessions from the Buyer in exchange for
providing the Buyer Expense Reimbursement.
39.
Additionally, the benefits provided by the Sale and the Transactions will far
outweigh the potential costs associated with the Buyer Expense Reimbursement, especially since
the Buyer Expense Reimbursement will only be paid to the extent that the APA is terminated by
the Buyer in accordance with section 8.1 of the APA. Accordingly, the Debtors believe that the
Buyer Expense Reimbursement is reasonable and appropriate under the circumstances of the Sale.
As such, the Debtors respectfully request that the Court approve the Buyer Expense
Reimbursement.
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27
VI.
Relief Under Bankruptcy Rules 6004(h) and 6006(d) is Appropriate.
40.
Bankruptcy Rule 6004(h) provides that an “order authorizing the use, sale, or lease
of property . . . is stayed until the expiration of fourteen days after the entry of the order, unless
the court orders otherwise.” Additionally, Bankruptcy Rule 6006(d) provides that an “order
authorizing the trustee to assign an executory contract or unexpired lease . . . is stayed until the
expiration of fourteen days after the entry of the order, unless the court orders otherwise.” The
Debtors request that the Sale Order be effective immediately upon its entry by providing that the
14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived.
41.
The purpose of Bankruptcy Rules 6004(h) and 6006(d) is to provide sufficient time
for an objecting party to appeal before an order can be implemented. In re Filene’s Basement,
2014 WL 1713416, at *14; see Advisory Committee Notes to Fed. R. Bankr. P. 6004(h) and
6006(d). Although Bankruptcy Rules 6004(h) and 6006(d) and the Advisory Committee Notes
are silent as to when a court should “order otherwise” and eliminate or reduce the 14-day stay
period, the leading treatise on bankruptcy suggests that the 14-day stay should be eliminated to
allow a sale or other transaction to close immediately “where there has been no objection to
procedure.” See 10 Collier on Bankruptcy ¶ 6004.11, ¶ 6004.04 (16th rev. ed. 2014). Furthermore,
if an objection is filed and overruled, and the objecting party informs the court of its intent to
appeal, the stay may be reduced to the amount of time actually necessary to file such appeal. See
id.; In re Filene’s Basement, 2014 WL 1713416, at *14 (reducing the stay to seven days from the
date of entry of the sale order).
42.
Time is of the essence in closing the Sale and the Transactions, and the Seller and
the Buyer seek to close the Sale as soon as practicable to maximize the value received for the
Purchased Assets and reduce the accrual of administrative expenses relating to such assets.
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28
Additionally, there is no credible basis for concluding that a delay in the Sale would result in a
higher or otherwise better offer for the Purchased Assets, and absent the relief requested in this
Motion, the closing process would likely be delayed, thereby placing the consummation of the
Sale in jeopardy. Accordingly, the Debtors hereby request that the Court waive the 14-day stay
period under Bankruptcy Rules 6004(h) and 6006(d).
Reservation of Rights
43.
Notwithstanding anything to the contrary herein, nothing contained in this Motion
or any actions taken pursuant to any order granting the relief requested by this Motion (including
any payment made in accordance with any such order), is intended as or shall be construed or
deemed to be: (a) an implication or admission as to the amount of, basis for, or validity of any
particular claim against the Debtors under the Bankruptcy Code or other applicable
non-bankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s rights to dispute
any particular claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication, admission, or finding that any particular claim is an administrative expense
claim, other priority claim, or otherwise of a type specified or defined in this Motion or any order
granting the relief requested by this Motion; (e) a request or authorization to assume, adopt, or
reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) an
admission as to the validity, priority, enforceability, or perfection of any lien on, security interest
in, or other encumbrance on property of the Debtors’ estates; or (g) a waiver or limitation of the
Debtors’ or any other party in interest’s claims, causes of action, or other rights under the
Bankruptcy Code or any other applicable law.
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29
Notice
44.
The Debtors will provide notice of this Motion to the following parties or their
respective counsel: (a) the U.S. Trustee; (b) the Creditors’ Committee; (c) counsel to the ABL
Lenders; (d) counsel to the Ad Hoc Group of First Lien Lenders; (e) counsel to the Second Lien
Term Loan Lenders; (f) counsel to the HoldCo Lenders; (g) counsel to the DIP Agent; (h) counsel
to the DIP Lenders; (i) counsel to the Buyer; (j) all parties to the Purchased Contracts and
Purchased Leases to be assumed and assigned in connection with the Sale; (k) all known holders
of Encumbrances secured by the Purchased Assets; and (l) any party that is entitled to notice
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.
[Remainder Of Page Intentionally Left Blank]
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WHEREFORE, the Debtors request entry of the Sale Order, substantially in the form
attached hereto as Exhibit A, (a) granting the relief requested herein and (b) granting such other
relief as the Court deems appropriate under the circumstances.
Dated: April 15, 2025
Wilmington, Delaware
/s/ Allison S. Mielke
YOUNG CONAWAY STARGATT &
KIRKLAND & ELLIS LLP
TAYLOR, LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Edmon L. Morton (Del. No. 3856)
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Matthew B. Lunn (Del. No. 4119)
Nicole L. Greenblatt, P.C. (admitted pro hac vice)
Allison S. Mielke (Del. No. 5934)
Derek I. Hunter (admitted pro hac vice)
Shella Borovinskaya (Del. No. 6758)
601 Lexington Avenue
Rodney Square
New York, New York 10022
1000 North King Street
Telephone:
(212) 446-4800
Wilmington, Delaware 19801
Facsimile:
(212) 446-4900
Telephone:
(302) 571-6600
Email:
joshua.sussberg@kirkland.com
Facsimile:
(302) 571-1253
nicole.greenblatt@kirkland.com
Email: emorton@ycst.com
derek.hunter@kirkland.com
mlunn@ycst.com
amielke@ycst.com
- and -
sborovinskaya@ycst.com
Mark McKane, P.C. (admitted pro hac vice)
555 California Street
San Francisco, California 94104
Telephone:
(415) 439-1400
Facsimile:
(415) 439-1500
Email:
mark.mckane@kirkland.com
Co-Counsel to the Debtors
Co-Counsel to the Debtors
and Debtors in Possession
and Debtors in Possession
Case 24-12480-LSS Doc 1283 Filed 04/16/25 Page 30 of 30
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 43 of 252
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
FRANCHISE GROUP, INC., et al.,1
)
Case No. 24-12480 (LSS)
)
Debtors.
)
(Jointly Administered)
)
)
Hearing Date: May 6, 2025, at 11:30 a.m. (ET)
)
Obj. Deadline: April 29, 2025, at 4:00 p.m. (ET)
NOTICE OF DEBTORS’ MOTION FOR ENTRY
OF AN ORDER (I) AUTHORIZING FRANCHISE GROUP
INTERMEDIATE V, LLC TO ENTER INTO AND PERFORM
ITS OBLIGATIONS UNDER THE ASSET PURCHASE AGREEMENT,
(II) APPROVING THE SALE OF CERTAIN ASSETS FREE AND CLEAR
OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES,
(III) APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES, AND (IV) GRANTING RELATED RELIEF
PLEASE TAKE NOTICE that, on April 15, 2025, the above-captioned debtors and
debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order
(I) Authorizing Franchise Group Intermediate V, LLC to Enter into and Perform its Obligations
Under the Asset Purchase Agreement, (II) Approving the Sale of Certain Assets Free and Clear of
All Claims, Liens, Rights, Interests, and Encumbrances, (III) Approving the Assumption and
1
The Debtors in these chapter 11 cases, along with the last four digits of their U.S. federal tax identification
numbers, to the extent applicable, are Franchise Group, Inc. (1876), Freedom VCM Holdings, LLC (1225),
Freedom VCM Interco Holdings, Inc. (2436), Freedom Receivables II, LLC (4066), Freedom VCM Receivables,
Inc. (0028), Freedom VCM Interco, Inc. (3661), Freedom VCM, Inc. (3091), Franchise Group New Holdco, LLC
(0444), American Freight FFO, LLC (5743), Franchise Group Acquisition TM, LLC (3068), Franchise Group
Intermediate Holdco, LLC (1587), Franchise Group Intermediate L, LLC (9486), Franchise Group Newco
Intermediate AF, LLC (8288), American Freight Group, LLC (2066), American Freight Holdings, LLC (8271),
American Freight, LLC (5940), American Freight Management Company, LLC (1215), Franchise Group
Intermediate S, LLC (5408), Franchise Group Newco S, LLC (1814), American Freight Franchising, LLC (1353),
Home & Appliance Outlet, LLC (n/a), American Freight Outlet Stores, LLC (9573), American Freight Franchisor,
LLC (2123), Franchise Group Intermediate B, LLC (7836), Buddy’s Newco, LLC (5404), Buddy’s Franchising
and Licensing LLC (9968), Franchise Group Intermediate V, LLC (5958), Franchise Group Newco V, LLC
(9746), Franchise Group Intermediate BHF, LLC (8260), Franchise Group Newco BHF, LLC (4123), Valor
Acquisition, LLC (3490), Vitamin Shoppe Industries LLC (3785), Vitamin Shoppe Global, LLC (1168), Vitamin
Shoppe Mariner, LLC (6298), Vitamin Shoppe Procurement Services, LLC (8021), Vitamin Shoppe Franchising,
LLC (8271), Vitamin Shoppe Florida, LLC (6590), Betancourt Sports Nutrition, LLC (0470), Franchise Group
Intermediate PSP, LLC (5965), Franchise Group Newco PSP, LLC (2323), PSP Midco, LLC (6507), Pet Supplies
“Plus”, LLC (5852), PSP Group, LLC (5944), PSP Service Newco, LLC (6414), WNW Franchising, LLC (9398),
WNW Stores, LLC (n/a), PSP Stores, LLC (9049), PSP Franchising, LLC (4978), PSP Subco, LLC (6489), PSP
Distribution, LLC (5242), Franchise Group Intermediate SL, LLC (2695), Franchise Group Newco SL, LLC
(7697), and Educate, Inc. (5722). The Debtors’ headquarters is located at 2371 Liberty Way, Virginia Beach,
Virginia 23456.
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 44 of 252
2
Assignment of Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief
(the “Motion”) with the United States Bankruptcy Court for the District of Delaware
(the “Court”).2
PLEASE TAKE FURTHER NOTICE that, as contemplated under the APA, certain of
the Debtors’ executory contracts and unexpired leases (including, without limitation, any and all
amendments, modifications, side letters, memoranda of understanding, documents incorporated
by reference, attachments, and exhibits thereto) (each, a “Purchased Contract” or a “Purchased
Lease,” as applicable) listed on Schedule 1 to the Sale Order will be assumed or assumed and
assigned on, prior to, or after the Closing Date of the Sale without the need for any further notice
to or action, order, or approval of the Court pursuant to section 365 of the Bankruptcy Code.
PLEASE TAKE FURTHER NOTICE THAT YOU MAY BE RECEIVING THIS
NOTICE BECAUSE THE DEBTORS’ RECORDS REFLECT THAT YOU MAY BE A
PARTY TO A PURCHASED CONTRACT OR PURCHASED LEASE THAT WILL BE
ASSUMED AND ASSIGNED PURSUANT TO THE SALE. THEREFORE, YOU ARE
ADVISED TO CAREFULLY REVIEW SCHEDULE 1 TO THE SALE ORDER, THE APA,
AND THE INFORMATION CONTAINED IN THIS NOTICE.
PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in
Motion must: (a) be in writing; (b) comply with the Bankruptcy Code, the Bankruptcy Rules, and
the Local Rules; (c) state, with specificity, the legal and factual bases thereof, including the Cure
Cost that the counterparty believes is required to cure defaults under the relevant Purchased
Contract or Purchased Lease if different from the Cure Cost set forth in Schedule 1 to the Sale
Order, if applicable; (d) be filed with the Court by no later than 4:00 p.m. (prevailing Eastern
Time) on April 29, 2025 (which shall be no less than 14 days after the date of notice); and (e) be
served upon the Objection Notice Parties (as defined below).
PLEASE TAKE FURTHER NOTICE that objections, if any, to the assumption and
assignment of the Purchased Contracts or Purchased Leases must: (a) be in writing; (b) comply
with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (c) state, with specificity,
the legal and factual bases thereof, including the Cure Cost that the counterparty believes is
required to cure defaults under the relevant Purchased Contract or Purchased Lease if different
from the Cure Cost set forth in Schedule 1 to the Sale Order, if applicable; (d) be filed with the
Court by no later than 4:00 p.m. (prevailing Eastern Time) on May 3, 2025 (which shall be no
less than 14 days after the date of notice); and (e) be served upon the Objection Notice Parties (as
defined below).
PLEASE TAKE FURTHER NOTICE that a timely filed and properly served objection
to the assumption and assignment of a Purchased Contract or Purchased Lease will only reserve
the counterparty’s rights relating to the Purchased Contract or the Purchased Lease, as applicable,
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion or the
Seventh Amended Joint Chapter 11 Plan of Franchise Group, Inc. and Its Debtor Affiliates [Docket No. 1233],
as applicable.
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 45 of 252
3
but will not be deemed to constitute an objection to the relief generally requested in the Motion
with respect to the approval of the Sale.
PLEASE TAKE FURTHER NOTICE that if a counterparty to a Purchased Contract or
Purchased Lease fails to properly and timely file and serve an objection in accordance with the
Motion and this notice, the counterparty shall be forever barred from asserting any objection with
regard to the assumption and assignment of its Purchased Contract or Purchased Lease, as
applicable, and notwithstanding anything to the contrary in the Purchased Contract or Purchased
Lease or any other document, the Cure Costs set forth on Schedule 1 to the Sale Order shall be the
only amount necessary to cure outstanding defaults under the applicable Purchased Contract or
Purchased Lease under section 365 of the Bankruptcy Code.
PLEASE TAKE FURTHER NOTICE that the objection notice parties are:
(a) co-counsel for the Debtors, (i) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY
10022, Attn: Joshua A. Sussberg, P.C. (jsussberg@kirkland.com), Nicole L. Greenblatt, P.C.
(nicole.greenblatt@kirkland.com), and Derek I. Hunter (derek.hunter@kirkland.com), Brian J.
Nakhaimousa
(brian.nakhaimousa@kirkland.com),
and
Maddison
Levine
(maddison.levine@kirkland.com); and (ii) Young Conaway Stargatt & Taylor, LLP, Rodney
Square, 1000 North King Street, Wilmington, DE 19801, Attn: Edmon L. Morton, Esq.
(emorton@ycst.com) and Matthew B. Lunn, Esq. (mlunn@ycst.com); (b) counsel to the Creditors’
Committee, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box
8705, Wilmington, DE 19899, Attn: Bradford J. Sandler, Esq. (bsandler@pszjlaw.com) and Colin
R. Robinson, Esq. (crobinson@pszjlaw.com), and 780 Third Avenue, 34th Floor, New York, NY
10017, Attn: Robert J. Feinstein, Esq. (rfeinstein@pszjlaw.com), Alan J. Kornfeld, Esq.
(akornfeld@pszjlaw.com), and Theodore S. Heckel, Esq. (theckel@pszjlaw.com); (c) the U.S.
Trustee, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington,
DE 19801, Attn: Timothy J. Fox, Esq. (timothy.fox@usdoj.gov); (d) counsel to the DIP Agent,
Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, Attn: Gregg Bateman, Esq.
(bateman@sewkis.com), Sagar Patel, Esq. (patel@sewkis.com), and Michael Danenberg,
Esq.(danenberg@sewkis.com); (e) counsel to the DIP Lenders and Ad Hoc Group, (i) Paul
Hastings LLP, 200 Park Avenue, New York, NY 10166, Attn: Jayme Goldstein, Esq.
(jaymegoldstein@paulhastings.com), Jeremy Evans, Esq. (jeremyevans@paulhastings.com), and
Isaac Sasson, Esq. (isaacsasson@paulhastings.com), and (ii) Landis Rath & Cobb LLP, 919 N.
Market Street Suite 1800, Wilmington, DE 19317, Attn: Adam G. Landis, Esq.
(landis@lrclaw.com) and Matthew McGuire, Esq. (mcguire@lrclaw.com); (f) counsel to the ABL
Lenders, Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, Attn:
Jennifer Ezring, Esq. (Jennifer.Ezring@lw.com), James Ktsanes, Esq. (James.Ktsanes@lw.com)
and Andrew Sorkin, Esq. (andrew.sorkin@lw.com); (g) counsel to the Second Lien Lenders,
White & Case LLP, 200 S Biscayne Blvd, Miami, FL 33131, Attn: Thomas Lauria, Esq.
(tlauria@whitecase.com), and 111 S. Wacker Dr., Suite 5100, Chicago, IL 60606, Attn: Bojan
Guzina, Esq. (bojan.guzina@whitecase.com); and (h) counsel to the HoldCo Lenders at the
address set forth in (g) above, and (m) the Fee Examiner, Don F. Oliver (dfr.dfo@gmail.com),
Direct Fee Review LLC, 24A Trolley Square, #1225, Wilmington, Delaware, 19806 (collectively,
the “Objection Notice Parties”).
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 46 of 252
4
PLEASE TAKE FURTHER NOTICE that a hearing at which the Court will consider
the Motion and approval of the Sale will commence on May 6, 2025, or as soon thereafter as
counsel may be heard, before the Honorable Laurie Selber Silverstein, United States Bankruptcy
Judge for the District of Delaware, 824 Market Street, Courtroom #2, Sixth Floor, Wilmington,
Delaware 19801. Only objections made in writing and timely filed will be considered by the Court
at such hearing. If you fail to respond in accordance with this notice, the Court may grant the relief
demanded by the Motion without further notice or hearing.
PLEASE TAKE FURTHER NOTICE that copies of the Motion and other related
documents may be obtained: (a) by visiting the Debtors’ restructuring website:
https://cases.ra.kroll.com/FRG and clicking the link on the left-hand side of the website landing
page titled “Plan and Disclosure Statement;” (b) upon written request to the Debtors’ solicitation
agent, Kroll Restructuring Administration LLC (the “Solicitation Agent”), at Franchise Group,
Inc. Solicitation Processing Center, c/o Kroll Restructuring Administration LLC, 850 3rd Avenue,
Suite 412, Brooklyn, NY 11232; (c) by contacting the Solicitation Agent via telephone at (844)
285-4564 (U.S./Canada toll free) or +1 (646) 937-7751 (International); or (d) for a fee, from the
Bankruptcy Court’s website, www.deb.uscourts.gov (a PACER account is required). A PACER
login and password can be obtained through the PACER Service Center at https://www.pacer.gov.
[Remainder Of Page Intentionally Left Blank]
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 47 of 252
Dated: April 19, 2025
Wilmington, Delaware
/s/ Allison S. Mielke
YOUNG CONAWAY STARGATT &
KIRKLAND & ELLIS LLP
TAYLOR, LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Edmon L. Morton (Del. No. 3856)
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Matthew B. Lunn (Del. No. 4119)
Nicole L. Greenblatt, P.C. (admitted pro hac vice)
Allison S. Mielke (Del. No. 5934)
Derek I. Hunter (admitted pro hac vice)
Shella Borovinskaya (Del. No. 6758)
601 Lexington Avenue
Rodney Square
New York, New York 10022
1000 North King Street
Telephone:
(212) 446-4800
Wilmington, Delaware 19801
Facsimile:
(212) 446-4900
Telephone:
(302) 571-6600
Email:
joshua.sussberg@kirkland.com
Facsimile:
(302) 571-1253
nicole.greenblatt@kirkland.com
Email: emorton@ycst.com
derek.hunter@kirkland.com
mlunn@ycst.com
amielke@ycst.com
- and -
sborovinskaya@ycst.com
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Mark McKane, P.C. (admitted pro hac vice)
555 California Street
San Francisco, California 94104
Telephone:
(415) 439-1400
Facsimile:
(415) 439-1500
Email:
mark.mckane@kirkland.com
Co-Counsel to the Debtors
Co-Counsel to the Debtors
and Debtors in Possession
and Debtors in Possession
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 48 of 252
Exhibit A
Proposed Sale Order
Case 24-12480-LSS Doc 1283-2 Filed 04/16/25 Page 1 of 326
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 49 of 252
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
FRANCHISE GROUP, INC., et al.,1
)
Case No. 24-12480 (LSS)
)
Debtors.
)
(Jointly Administered)
)
)
Re: Docket No. [●]
ORDER (I) AUTHORIZING FRANCHISE GROUP
INTERMEDIATE V, LLC TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THE ASSET PURCHASE AGREEMENT,
(II) APPROVING THE SALE OF CERTAIN ASSETS FREE AND CLEAR
OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES,
(III) APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES, AND (IV) GRANTING RELATED RELIEF
Upon the Debtors’ Motion for Entry of an Order (I) Authorizing Franchise Group
Intermediate V, LLC to Enter into and Perform its Obligations Under the Asset Purchase
Agreement, (II) Approving the Sale of Certain Assets Free and Clear of All Claims, Liens, Rights,
1
The Debtors in these chapter 11 cases, along with the last four digits of their U.S. federal tax identification
numbers, to the extent applicable, are Franchise Group, Inc. (1876), Freedom VCM Holdings, LLC (1225),
Freedom VCM Interco Holdings, Inc. (2436), Freedom Receivables II, LLC (4066), Freedom VCM Receivables,
Inc. (0028), Freedom VCM Interco, Inc. (3661), Freedom VCM, Inc. (3091), Franchise Group New Holdco, LLC
(0444), American Freight FFO, LLC (5743), Franchise Group Acquisition TM, LLC (3068), Franchise Group
Intermediate Holdco, LLC (1587), Franchise Group Intermediate L, LLC (9486), Franchise Group Newco
Intermediate AF, LLC (8288), American Freight Group, LLC (2066), American Freight Holdings, LLC (8271),
American Freight, LLC (5940), American Freight Management Company, LLC (1215), Franchise Group
Intermediate S, LLC (5408), Franchise Group Newco S, LLC (1814), American Freight Franchising, LLC (1353),
Home & Appliance Outlet, LLC (n/a), American Freight Outlet Stores, LLC (9573), American Freight Franchisor,
LLC (2123), Franchise Group Intermediate B, LLC (7836), Buddy’s Newco, LLC (5404), Buddy’s Franchising
and Licensing LLC (9968), Franchise Group Intermediate V, LLC (5958), Franchise Group Newco V, LLC
(9746), Franchise Group Intermediate BHF, LLC (8260), Franchise Group Newco BHF, LLC (4123), Valor
Acquisition, LLC (3490), Vitamin Shoppe Industries LLC (3785), Vitamin Shoppe Global, LLC (1168), Vitamin
Shoppe Mariner, LLC (6298), Vitamin Shoppe Procurement Services, LLC (8021), Vitamin Shoppe Franchising,
LLC (8271), Vitamin Shoppe Florida, LLC (6590), Betancourt Sports Nutrition, LLC (0470), Franchise Group
Intermediate PSP, LLC (5965), Franchise Group Newco PSP, LLC (2323), PSP Midco, LLC (6507), Pet Supplies
“Plus”, LLC (5852), PSP Group, LLC (5944), PSP Service Newco, LLC (6414), WNW Franchising, LLC (9398),
WNW Stores, LLC (n/a), PSP Stores, LLC (9049), PSP Franchising, LLC (4978), PSP Subco, LLC (6489), PSP
Distribution, LLC (5242), Franchise Group Intermediate SL, LLC (2695), Franchise Group Newco SL, LLC
(7697), and Educate, Inc. (5722). The Debtors’ headquarters is located at 2371 Liberty Way, Virginia Beach,
Virginia 23456.
Case 24-12480-LSS Doc 1283-2 Filed 04/16/25 Page 2 of 326
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2
Interests, and Encumbrances, (III) Approving the Assumption and Assignment of Executory
Contracts and Unexpired Leases, and (IV) Granting Related Relief (the “Motion”)2 of the
above-captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of an
order (this “Sale Order”): (a) authorizing and approving the Debtors’ entry into and performance
under the APA, substantially in the form attached hereto as Exhibit 1; (b) authorizing and
approving the sale of the Purchased Assets free and clear of any and all mortgages, liens (statutory
or otherwise, including as defined in section 101(37) of the Bankruptcy Code), claims, licenses,
sublicenses, pledges, security interests, charges, hypothecations, restrictions (including restrictions
on transfer or use), claims of ownership, leases, subleases, options, rights of use or possession,
preferences, encroachments, restrictive covenants, rights of first offer or refusal, title or survey
defects, or other encumbrances or similar restrictions of any kind (collectively,
the “Encumbrances”), except Permitted Encumbrances and Assumed Liabilities; (c) authorizing
the assumption and assignment of the Purchased Contracts and the Purchased Leases; and
(d) granting related relief, all as more fully set forth in the Motion; and this Court having
jurisdiction over this matter pursuant to 28 U.S.C. § 1334, which was referred to the Court under
28 U.S.C. § 157 and the Amended Standing Order of Reference from the United States District
Court for the District of Delaware, dated February 29, 2012; and this Court having found that this
is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that this Court
may enter a final order consistent with Article III of the United States Constitution; and this Court
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion, the
APA, the Seventh Amended Joint Chapter 11 Plan of Franchise Group, Inc. and Its Debtor Affiliates
[Docket No. 1233], or the Final Order (I) Authorizing the Debtors to (A) Obtain Senior Secured Priming
Superpriority Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens and Providing Claims
with Superpriority Administrative Expense Status, (III) Granting Adequate Protection to the Prepetition Secured
Parties, (IV) Modifying the Automatic Stay, and (V) Granting Related Relief [Docket No. 414] (the “Final DIP
Order”), as applicable.
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3
having found that venue of this proceeding and the Motion in this district is proper pursuant to 28
U.S.C. §§ 1408 and 1409; and this Court having found that sufficient cause exists for the relief set
forth herein; and this Court having found that the relief requested in the Motion is in the best
interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having
found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were
appropriate under the circumstances and no other notice need be provided; and this Court having
reviewed the Motion and having heard the statements in support of the relief requested therein, at
a hearing before this Court (the “Sale Hearing”); and this Court having determined that the legal
and factual bases set forth in the Motion and at the Sale Hearing establish just cause for the relief
granted herein; and upon all of the proceedings had before this Court; and after due deliberation
and sufficient cause appearing therefor, it is HEREBY FOUND, CONCLUDED, AND
DETERMINED THAT:
I.
Jurisdiction, Venue, and Final Order.
1.
This Court has jurisdiction 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.
2.
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3.
The statutory predicates for the relief requested in the Motion are sections 105(a),
363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006, and Local Rules
2002-1, 6004-1, and 9013-1.
4.
This Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), any other applicable Bankruptcy Rules
or Local Rules, and to any extent necessary under Bankruptcy Rule 9014 and rule 54(b) of the
Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court
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4
expressly finds that there is no just reason for delay in the implementation of this Sale Order,
waives any stay, and expressly directs entry of judgment as set forth herein.
5.
The findings and conclusions set forth herein constitute the Court’s findings of fact
and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding
pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following conclusions of
law constitute findings of fact, they are adopted as such.
II.
Notice of the APA, the Sale, and the Sale Hearing.
6.
As evidenced by the affidavits of service filed with the Court [Docket Nos. 685,
735, 907, and 1008, due, proper, timely, adequate, and sufficient notice of, and a reasonable
opportunity to object or otherwise be heard regarding, the Motion, the APA, the Sale, the Sale
Hearing, this Sale Order, the assumption and assignment of the Purchased Contracts and the
Purchased Leases, and the Cure Schedule (as defined herein) was provided to all parties entitled
thereto in accordance with sections 102(1), 363, and 365 of the Bankruptcy Code, Bankruptcy
Rules 2002, 6004, 6006, 9007, and 9014, and Local Rules 2002-1(b) and 6004-3. No other or
further notice of, other opportunity to object to, or other opportunity to be heard regarding the
Motion or the entry of this Sale Order need be given to any entity.
III.
Disclosures.
7.
The disclosures made by the Debtors in the Motion and related documents filed
with the Court concerning the Sale are sufficient under the circumstances.
IV.
Good Faith of the Debtors and the Buyer.
8.
The Sale and the Transactions, including, but not limited to, the marketing and sale
process engaged in by the Debtors and the Buyer and entry into the APA, are non-collusive, in
good faith, from arm’s-length bargaining positions, and substantively and procedurally fair to all
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5
parties in interest. Neither the Debtors nor the Buyer have engaged in any conduct that would
cause or permit the APA or the Sale to be avoided, or for any costs or damages to be imposed,
under section 363(n) of the Bankruptcy Code.
9.
As further described in the Motion and as demonstrated by (a) any testimony and
other evidence proffered or adduced at the Sale Hearing, if any, and (b) the arguments and
representations of counsel made on the record at the Sale Hearing, if any, substantial marketing
efforts and a competitive sale process were conducted and, among other things, (i) the Buyer in no
way induced or caused any chapter 11 filing by the Debtors, (ii) all payments to be made by the
Buyer in connection with the Sale have been disclosed, and (iii) the Buyer recognized that the
Debtors were free to deal with any other party interested in acquiring the Purchased Assets. The
Buyer is consummating the Sale in good faith and is a “good faith purchaser” within the meaning
of section 363(m) of the Bankruptcy Code and is not an “insider” of any Debtor (as defined under
section 101(31) of the Bankruptcy Code). The Buyer has proceeded in good faith in all respects
in connection with the Sale. The Buyer is therefore entitled to all of the protections afforded under
section 363(m) of the Bankruptcy Code.
V.
Highest or Otherwise Best Offer.
10.
The Debtors have adequately marketed the Purchased Assets and the marketing
process with respect to the Purchased Assets afforded a full, fair, and reasonable opportunity for
any person or entity to make a higher or otherwise better offer to purchase the Purchased Assets.
The APA, including the form and total consideration to be realized by the Seller under the APA,
(a) constitutes the highest and best offer for the Purchased Assets, (b) is fair and reasonable, and
(c) is in the best interests of the Debtors, their estates, their creditors, and all other parties in
interest. No other person, entity, or group of entities has presented, and it is unlikely that any
entity or group of entities would present in a reasonable time frame, a higher or otherwise better
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6
offer to purchase the Purchased Assets, including the Permitted Encumbrances and Assumed
Liabilities, for greater economic value and/or on better terms to the Debtors’ estates than the Buyer.
VI.
Business Justification; Fiduciary Duties.
11.
Good and sufficient reasons for approval of the Motion, the APA, and the
Transactions to be consummated in connection therewith have been articulated by the Debtors,
and the relief requested in the Motion is in the best interests of the Debtors, their estates, their
creditors, and other parties in interest. The Debtors have demonstrated both (a) good, sufficient,
and sound business purposes and justifications and (b) compelling circumstances for the Sale
outside of the ordinary course of business, pursuant to section 363(b) of the Bankruptcy Code,
outside of a chapter 11 plan, in that, among other things, the immediate consummation of the Sale
to the Buyer is necessary and appropriate to maximize the value of the Debtors’ assets and estates.
The Debtors’ decision to enter into the APA and pursue and consummate the Sale constitutes a
proper exercise of the fiduciary duties of the Debtors and their respective directors, managers, and
officers. The Sale must be approved and consummated promptly to maximize the value of the
Debtors’ estates. Time is of the essence in consummating the Sale. Given all of the circumstances
of these chapter 11 cases and the adequacy and fair value of the Purchase Price, the proposed Sale
constitutes a reasonable and sound exercise of the Debtors’ business judgment and should be
approved. The consummation of the Sale and the assumption and assignment of the Purchased
Contracts and the Purchased Leases are legal, valid, and properly authorized under all applicable
provisions of the Bankruptcy Code, including, without limitation, sections 105(a), 363(b), 363(f),
363(m), and 365 of the Bankruptcy Code, and all of the applicable requirements of such sections
have been complied with in respect of the Sale. The Debtors have demonstrated that it is an
exercise of their sound business judgment to assume and assign the Purchased Contracts and the
Purchased Leases to the Buyer in connection with the consummation of the Sale, and the
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7
assumption and assignment of the Purchased Contracts and the Purchased Leases is in the best
interests of the Debtors, their estates, their creditors, and other parties in interest, subject to the
requirements applicable to any Disputed Contracts (as defined below) set forth in this Sale Order
and in the APA. The Purchased Contracts and the Purchased Leases being assigned to the Buyer
are an integral part of the Sale and, accordingly, their assumption and assignment is reasonable
and an enhancement to the value of the Debtors’ estates. Because the entry into the APA and the
consummation of the Sale and the Transactions constitute the exercise by the Debtors of sound
business judgment, the Debtors, their respective members, managers, officers, directors,
employees, advisors, professionals, or agents shall have or incur no liability to the estates or any
holder of a claim against or interest in the Debtors for any act or omission in connection with,
related to, or arising out of the negotiations of the APA or the consummation of the Sale and the
Transactions contemplated thereunder, other than liability of the Debtors arising out of or relating
to any willful misconduct or fraud, in each case as determined by a court of competent jurisdiction.
VII.
No Fraudulent Transfer.
12.
The total consideration provided by the Buyer to the Seller pursuant to the APA for
the Purchased Assets (a) is fair and reasonable, (b) is the highest or otherwise best offer for the
Purchased Assets, and (c) constitutes reasonably equivalent value and fair consideration under the
Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act,
and under the laws of the United States, any state, territory, possession, the District of Columbia,
and any foreign country and may not be avoided under section 363(n) of the Bankruptcy Code or
any other applicable law. The APA was not entered into, and the Sale is not being consummated,
for the purpose of hindering, delaying, or defrauding creditors of the Debtors under the Bankruptcy
Code or under the laws of the United States, any state, territory, possession thereof, or the District
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8
of Columbia, or any other applicable law. Neither the Debtors nor the Buyer has entered into the
APA or is consummating the Sale with any fraudulent or otherwise improper purpose.
VIII.
No Merger.
13.
Neither the Buyer nor any of its affiliates are a mere continuation of the Seller or
any other Debtor or their estates and there is no continuity of enterprise or common identity
between the Buyer or any of its affiliates, on the one hand, and the Seller or any other the Debtors,
on the other hand. Neither the Buyer nor any of its affiliates are holding themselves out to the
public as a continuation of the Seller or any other Debtor. Neither the Buyer nor any of its affiliates
are successors to the Seller or any other Debtor or their estates by reason of any theory of law or
equity, and the Sale does not amount to a consolidation, merger, or de facto merger of the Buyer
or any of its affiliates with or into Seller or any other Debtor.
IX.
Binding Agreement.
14.
The APA is a valid and binding contract between the Seller and the Buyer and shall
be enforceable pursuant to its terms. The APA and the Sale itself, and the consummation thereof,
shall be specifically enforceable against and binding upon (without posting any bond) the Debtors,
their estates, and any chapter 7 or chapter 11 trustee appointed with respect to any of the Debtors,
and shall not be subject to rejection or avoidance by the foregoing parties or any other person. The
terms and provisions of the APA and this Sale Order shall be binding in all respects upon, and
shall inure to the benefit of, the Debtors, their affiliates, their estates, all creditors of and holders
of equity interests in any Debtor, any holders of Encumbrances (whether known or unknown) in,
against, or on all or any portion of the Purchased Assets, all counterparties to the Purchased
Contracts and the Purchased Leases, the Buyer, designees, successors, and assigns of the Buyer,
the Purchased Assets, and any trustees, examiners, or receivers, if any, subsequently appointed in
any of the Debtors’ chapter 11 cases or upon the conversion of any of the Debtors’ cases to a case
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9
under chapter 7 of the Bankruptcy Code (collectively, the “Bound Parties”). The provisions of
this Sale Order and the terms and provisions of the APA shall survive the entry of any order that
may be entered confirming or consummating any chapter 11 plan of the Debtors, dismissing these
chapter 11 cases, or converting these chapter 11 cases to cases under chapter 7 of the Bankruptcy
Code. The rights and interests granted pursuant to this Sale Order and the APA shall continue in
these or any superseding cases and shall be binding upon the applicable Bound Parties and their
respective successors and permitted assigns including, without limitation, any trustee, party, entity,
or other fiduciary hereafter appointed as a legal representative of the Debtors under chapter 7 or
chapter 11 of the Bankruptcy Code. Any trustee appointed for the Debtors under any provision of
the Bankruptcy Code, whether the Debtors are proceeding under chapter 7 or chapter 11 of the
Bankruptcy Code, shall be authorized and directed to perform under the APA and this Sale Order
without the need for further order of the Court.
X.
No Sub Rosa Plan.
15.
The Sale and the Transactions do not constitute a sub rosa chapter 11 plan. The
consummation of the Sale outside of a chapter 11 plan pursuant to the APA neither impermissibly
restructures the rights of the Debtors’ creditors nor impermissibly dictates the terms of a
chapter 11 plan for any of the Debtors.
XI.
Validity of Transfer.
16.
The APA was not entered into for the purpose of hindering, delaying, or defrauding
creditors under the Bankruptcy Code or under the laws of the United States, any state, territory,
possession, the District of Columbia, or any foreign country. None of the Debtors or the Buyer is
entering into the Transactions fraudulently for the purpose of statutory or common law fraudulent
conveyance or fraudulent transfer claims.
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10
17.
The applicable Debtor or Debtors are the sole and lawful owners of the Purchased
Assets. The Purchased Assets constitute property of the Debtors’ estates, DIP Collateral, and
Prepetition First Lien Collateral, and good title thereto is vested in the Debtors’ estates within the
meaning of section 541(a) of the Bankruptcy Code. Pursuant to section 363(f) of the Bankruptcy
Code, the transfer of the Purchased Assets to the Buyer will be, as of the Closing Date, a legal,
valid, and effective transfer of the Purchased Assets, which transfer vests or will vest the Buyer
with all right, title, and interest of the applicable Debtor or Debtors to the Purchased Assets free
and clear of all Encumbrances relating to, accruing, or arising any time prior to the Closing Date,
in each case, other than any Assumed Liabilities or Permitted Encumbrances.
18.
Subject to the entry of this Sale Order, the Seller: (a) has full requisite corporate or
other organizational power and authority to execute, deliver, and perform its obligations under the
APA and all other documents contemplated thereby; and (b) has taken all requisite corporate or
other organizational action and formalities necessary to authorize and approve the execution,
delivery, and performance of its obligations under the APA and to consummate the Sale, including
as required by its organizational documents, and, upon execution thereof, the APA and the related
documents were or will be duly and validly executed and delivered by the Seller and enforceable
against the Seller in accordance with their terms and, assuming due authorization, execution, and
delivery thereof by the other parties thereto, constituted, or will constitute, a valid and binding
obligation of the Seller. No government, regulatory, or other consents or approvals, other than
those expressly provided for in the APA, the Restructuring Support Agreement, the Final DIP
Order, and the DIP Credit Agreement, were required for the execution, delivery, and performance
by the Seller of the APA or the consummation of the Sale and Transactions contemplated thereby.
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11
No consents or approvals of the Seller, other than those expressly provided for in the APA, this
Sale Order, or the DIP Credit Agreement are required for the Seller to consummate the Sale.
XII.
Section 363(f) of the Bankruptcy Code is Satisfied.
19.
The conditions of section 363(f) of the Bankruptcy Code have been satisfied in full
such that, other than the Assumed Liabilities and Permitted Encumbrances, the Sale and any
purchase of the Purchased Assets will be free and clear of any Encumbrances.
20.
The Buyer would not have entered into the APA and would not consummate the
Transactions if (a) the sale and/or transfer of the Purchased Assets to the Buyer was not free and
clear of all Encumbrances (other than Assumed Liabilities and Permitted Encumbrances) or (b) the
Buyer would, or in the future could, be liable for any such Encumbrances (other than Assumed
Liabilities and Permitted Encumbrances).
21.
The applicable Debtor or Debtors may transfer or sell the Purchased Assets free
and clear of all Encumbrances (other than Assumed Liabilities and Permitted Encumbrances)
because, in each case, one or more of the standards set forth in section 363(f)(1)–(5) of the
Bankruptcy Code has been satisfied. Subject to the terms and conditions of this Sale Order, all
holders of Encumbrances (except to the extent that such Encumbrances are Permitted
Encumbrances or Assumed Liabilities) are adequately protected by either (a) having their
Encumbrances, if any, in each instance against the Debtors, their estates, or the Purchased Assets,
attach to the net cash proceeds of the Purchase Price ultimately attributable to the Purchased Assets
in which such creditor alleges Encumbrances in the same order of priority, with the same validity,
force, and effect that such Encumbrances had prior to the Sale, subject to any claims and defenses
the Debtors and their estates may possess with respect thereto, or (b) fall within one or more of the
other subsections of section 363(f) of the Bankruptcy Code.
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22.
Those holders of Encumbrances who did not object or who withdrew their
objections to the Motion are deemed to have consented pursuant to section 363(f)(2) of the
Bankruptcy Code.
XIII.
Cure Costs and Adequate Assurance of Future Performance.
23.
Under the circumstances, the Debtors have demonstrated that assuming and
assigning the Purchased Contracts and the Purchased Leases in connection with the Sale is an
exercise of their sound business judgment, and that such assumption and assignment is in the best
interests of the Debtors’ estates, for the reasons set forth in the Motion and this Sale Order.
Assumption and assignment of the Purchased Contracts and the Purchased Leases to the Buyer is
necessary and appropriate under the circumstances, is integral to the Debtors’ overall restructuring
efforts, and the Buyer has demonstrated that it can reasonably carry on the obligations under the
Purchased Contracts and the Purchased Leases.
24.
The assumption and assignment of the Purchased Contracts and the Purchased
Leases listed in the APA pursuant to the terms of this Sale Order is integral to the APA, does not
constitute unfair discrimination, and is in the best interests of the Debtors and their estates, their
creditors, and all other parties in interest, and represents a reasonable exercise of sound and prudent
business judgment by the Debtors. Subject to the terms and conditions of the APA, the applicable
Debtor or Debtors shall, (a) to the extent necessary, cure or provide adequate assurance of cure, of
any default existing prior to the Closing Date with respect to the Purchased Contracts and the
Purchased Leases within the meaning of sections 365(b)(1)(A) and 365(f)(2)(A) of the Bankruptcy
Code, and (b) to the extent necessary, provide compensation or adequate assurance of
compensation to any party for any actual pecuniary loss to such party resulting from a default prior
to the date hereof with respect to the Purchased Contracts and the Purchased Leases within the
meaning of sections 365(b)(1)(B) and 365(f)(2)(A) of the Bankruptcy Code. The applicable
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Debtor’s or Debtors’ promise to pay or otherwise cure all defaults or other obligations of the
applicable Debtor or Debtors under the Purchased Contracts and the Purchased Leases arising or
accruing prior to the Closing Date, or otherwise required to be paid pursuant to section 365 of the
Bankruptcy Code in connection with the assumption and assignment of the Purchased Contracts
and the Purchased Leases that are listed on Schedule 1 attached hereto (as may be amended or
modified from time to time, the “Cure Schedule,” and the related costs, collectively, the “Cure
Costs”) in accordance with the terms of the APA and the Buyer’s promise to perform the
obligations under the Purchased Contracts and the Purchased Leases shall constitute adequate
assurance of future performance within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of
the Bankruptcy Code to the extent that any such assurance is required and not waived by the
counterparties to such Purchased Contracts and Purchased Leases.
25.
On, prior to, or after the Closing Date, as applicable, the applicable Debtor or
Debtors shall pay the Cure Costs for the Purchased Contracts and the Purchased Leases and cure
any and all other defaults and breaches under the Purchased Contracts and the Purchased Leases
to the extent required under section 365 of the Bankruptcy Code; provided, however, that the
applicable Debtor or Debtors shall not pay any Cure Costs on account of any Purchased Contract
or Purchased Lease for which there is an unresolved objection by a non-Debtor counterparty to the
Cure Costs or other dispute as to the assumption or assignment of such Contract or Lease (such
contract or lease, a “Disputed Contract” or “Disputed Lease”). With respect to each Purchased
Contract or Purchased Lease that is a Disputed Contract or Disputed Lease, on the date that is
five Business Days after the date on which (a) the Cure Costs with respect to such Purchased
Contract or Purchased Lease have been consensually agreed or (b) the Court has entered an order
fixing such Cure Costs, or as soon as reasonably practical thereafter, the applicable Debtor or
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Debtors shall pay such Cure Costs, upon which such Purchased Contracts and/or Purchased
Leases, as applicable, shall be deemed assumed by the applicable Debtor or Debtors and assigned
to the Buyer.
26.
Under the circumstances, the Debtors have demonstrated that assuming and
assigning the Purchased Contracts and the Purchased Leases in connection with the Sale as of the
Closing Date is an exercise of their sound business judgment, and that such assumption and
assignment is in the best interests of the Debtors’ estates, for the reasons set forth in the Motion
and on the record at the Sale Hearing, including, without limitation, because the assumption and
assignment of the Purchased Contracts and the Purchased Leases in connection with the Sale is a
material component to the overall consideration provided by the Buyer and will maintain the
ongoing business operations of the Debtors, limit the losses of counterparties to Purchased
Contracts and Purchased Leases, and maximize the distribution to creditors of the Debtors.
27.
The assignment of the Purchased Contracts and the Purchased Leases is necessary
and appropriate under the circumstances in connection with the Sale, is integral to the Debtors’
overall restructuring efforts, and the Buyer has demonstrated that it can reasonably carry on the
obligations under the Purchased Contracts and the Purchased Leases.
XIV.
Compelling Circumstances for an Immediate Sale.
28.
Good and sufficient reasons for approval of the APA and the Sale have been
articulated. The relief requested in the Motion is in the best interests of the Debtors, their estates,
their creditors, and other parties in interest. The Debtors have demonstrated both (a) good,
sufficient, and sound business purposes and justifications for approving the APA and
(b) compelling circumstances for the Sale outside the ordinary course of business, pursuant to
section 363(b) of the Bankruptcy Code before, and outside of, a chapter 11 plan, in that, among
other things, the immediate consummation of the Sale with the Buyer is necessary and appropriate
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to maximize the value of the Debtors’ estates and the Sale will provide the means for the Debtors
to maximize distributions to creditors.
29.
The Debtors have articulated good and sound business reasons for waiving the stay
otherwise imposed by Bankruptcy Rules 6004(h), 6006(d), and 7062.
XV.
Buyer Expense Reimbursement.
30.
Approval of the Buyer Expense Reimbursement in an amount not to
exceed $3 million, solely to the extent contemplated in the APA, is in the best interests of the
Debtors’ estates and their creditors. The Buyer Expense Reimbursement is: (a) commensurate to
the real and substantial benefits conferred upon the Debtors’ estates by the Buyer; (b) reasonable
and appropriate in light of (i) the size and nature of the Sale contemplated by the APA, (ii) the
commitments that have been made by the Buyer, and (iii) the efforts that have been expended by
the Buyer; and (c) an essential inducement to, and condition of, the Buyer’s entry into the APA.
As such, the Debtors’ agreement to pay the Buyer Expense Reimbursement solely to the extent
contemplated in and subject to the terms of the APA is a valid exercise of the Debtors’ business
judgment.
XVI.
Consent and Waiver.
31.
Section 6.05(k) of the DIP Credit Agreement and paragraph 8(b) of the Final DIP
Order provide that the Debtors are not permitted to sell, transfer, lease, or otherwise dispose of any
assets, including any Equity Interests (as defined in the DIP Credit Agreement) owned by the
Debtors, unless such Disposition (as defined in the DIP Credit Agreement) is made in connection
with a Sufficient Bid (as defined in the DIP Credit Agreement) or otherwise with the prior written
consent of the Required Supermajority Lenders (as defined in the DIP Credit Agreement).
Additionally, section 8.12 of the DIP Credit Agreement, section 8.12 of the Prepetition First Lien
Credit Agreement, and paragraph 28 of the Final DIP Order provide that (a) the DIP Agent or its
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designee (in each case, acting at the direction of the Required DIP Lenders) has the unqualified
right to credit bid up to the full amount of the DIP Obligations in any sale of all or any portion of
the DIP Collateral, and (b) the Prepetition First Lien Agent or its designee (in each case, acting at
the direction of Prepetition First Lien Lenders constituting “Required Lenders” under, and as
defined in, the Prepetition First Lien Credit Agreement) has the unqualified right to credit bid up
to the full amount of the Prepetition First Lien Secured Obligations in any sale of all or any portion
of the Prepetition First Lien Collateral.
32.
At the request of the Buyer and the applicable Debtors, on April 15, 2025, the DIP
Agent, acting at the direction of the Required DIP Lenders, the Prepetition First Lien Agent, acting
at the direction of the Required Lenders, the DIP Lenders (constituting Required Supermajority
Lenders under the DIP Credit Agreement), and the Prepetition First Lien Lenders (constituting
Required Lenders under the Prepetition First Lien Credit Agreement) executed and delivered to
the Buyer a consent and waiver agreement (the “Consent and Waiver Agreement”), pursuant to
which, among other things, and subject to the terms and conditions therein, (a) the Required
Supermajority Lenders consented to the Sale pursuant to section 6.05(k) of the DIP Credit
Agreement and paragraph 8(b) of the Final DIP Order and (b) the Required DIP Lenders under the
DIP Credit Agreement and the Required Lenders under the Prepetition First Lien Credit
Agreement agreed to waive the applicability of section 8.12 of the DIP Credit Agreement,
section 8.12 of the Prepetition First Lien Credit Agreement, and paragraph 28 of the Final DIP
Order in connection with the Sale; provided that (i) the DIP Liens and the Prepetition First Lien
Liens attach to the proceeds of the Sale with the same priority as existed prior to the Sale and retain
the same validity, force, and effect that existed prior to the Sale and (ii) the proceeds of the Sale
shall be distributed in accordance with the DIP Credit Agreement and the Final DIP Order.
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33.
The Consent and Waiver Agreement is a material component to the overall
consideration provided by the Seller to the Buyer and is appropriate under the circumstances of
the Sale. The Buyer would not have entered into the APA without the Consent and Waiver
Agreement, thereby adversely affecting the Debtors, their estates, and their creditors. The Consent
and Waiver Agreement was thus a material inducement to the Buyer agreeing to (a) enter into the
APA, (b) purchase the Purchased Assets for the Purchase Price, and (c) consummate the Sale and
the Transactions.
NOW, THEREFORE, IT IS ORDERED, ADJUDGED, AND DECREED THAT:
I.
General Provisions.
1.
The Motion is granted and approved to the extent indicated herein, and entry into
and performance under, and in respect of, the APA, and the consummation of the Sale
contemplated thereby, is authorized and approved as set forth in this Sale Order.
2.
All objections to the Motion or the relief requested therein that have not been
withdrawn, waived, or settled as announced to the Court at the Sale Hearing (the full record of
which is incorporated herein by reference) or by stipulation filed with the Court, and all
reservations of rights included in such objections, are hereby denied and overruled on the merits
with prejudice. Those parties who did not object or who withdrew their objections to the Motion
are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code to the relief
granted herein.
3.
Notice of the Motion and Sale Hearing was adequate, appropriate, fair, and
equitable under the circumstances and complied in all respects with section 102(1) of the
Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 9007, 9008, and 9014.
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II.
Approval of the APA.
4.
The APA, all other instruments and documents related thereto or contemplated
thereby, and all of the terms and conditions thereof, are hereby approved pursuant to sections
105(a), 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006.
5.
Pursuant to sections 363(b) and 363(f) of the Bankruptcy Code, the Debtors are
authorized and empowered to take any and all actions necessary or appropriate to (a) perform,
consummate, implement, and close the Sale pursuant to and in accordance with the terms and
conditions of, and as contemplated in, the APA and this Sale Order and (b) execute and deliver,
perform under, consummate, implement, and fully close the APA, including the assumption and
assignment to the Buyer of the Purchased Contracts and the Purchased Leases, together with all
other additional instruments and documents that may be necessary or desirable to implement the
APA and the Sale, without any further corporate action or order of the Court.
6.
Subject only to the restrictions set forth in this Sale Order and the APA, the Debtors
and the Buyer are hereby authorized to take any and all actions as may be necessary or desirable
to implement the Sale, and any actions taken by the Debtors and/or the Buyer necessary or
desirable to implement the Sale prior to the date of this Sale Order, are hereby approved and
ratified.
7.
This Sale Order and the terms and provisions of the APA shall be binding in all
respects upon the Bound Parties. The APA shall not be subject to rejection or avoidance by the
Debtors, their estates, their creditors, their equity holders, or any trustees, examiners, or receivers.
Any trustee appointed in these cases (including a chapter 7 trustee, if applicable) shall be and
hereby is authorized to operate the businesses of the Debtors to the fullest extent necessary to
permit compliance with the terms of this Sale Order. This Sale Order and the APA shall inure to
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the benefit of the Debtors, their estates and creditors, the Buyer, and the respective successors and
assigns of each of the foregoing (including the Buyer’s designees).
III.
Transfer of the Purchased Assets.
8.
Subject only to the terms of this Sale Order, pursuant to sections 105(a), 363, and
365 of the Bankruptcy Code, the Debtors are authorized to transfer the Purchased Assets to the
Buyer in accordance with the terms of the APA. Such transfer shall constitute a legal, valid,
binding, and effective transfer of all such Purchased Assets and shall vest the Buyer with title to
the Purchased Assets. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the
Purchased Assets shall be sold free and clear of all Encumbrances of any kind or nature
whatsoever, other than Permitted Encumbrances and Assumed Liabilities. Any and all valid and
perfected Encumbrances shall attach to the net proceeds of the Sale ultimately attributable to the
property against or in which such Encumbrances are asserted, subject to the terms thereof, after
application of the net proceeds in accordance with this Sale Order, with the same validity, force,
and effect, and in the same order of priority, which such Encumbrances had prior to the Sale,
subject to any rights, claims, and defenses the Debtors or their estates, as applicable, may possess
with respect thereto.
9.
The Debtors are hereby authorized to take any and all actions necessary to
consummate the APA, including any actions that otherwise would require further approval by
shareholders, members, or their board of directors, as the case may be, without the need of
obtaining such approvals.
10.
The sale of the Purchased Assets to the Buyer pursuant to the APA and the
consummation of the Transactions do not require any consents other than as specifically provided
for in the APA, the Restructuring Support Agreement, the Final DIP Order, and the DIP Credit
Agreement. Each and every foreign and domestic federal, provincial, territorial, state, and local
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governmental agency or department is hereby authorized to accept any and all documents and
instruments necessary and appropriate to consummate the Transactions. A certified copy of this
Sale Order may be filed with the appropriate clerk or recorded with the recorder of any state,
county, province, or local authority to act to cancel any of the Encumbrances, and any other
encumbrances of record, except for the Permitted Encumbrances and Assumed Liabilities.
11.
If any person or entity that has filed statements or other documents or agreements
evidencing Encumbrances on or in all or any portion of the Purchased Assets (other than statements
or documents with respect to Permitted Encumbrances or Assumed Liabilities) has not delivered,
or refused to deliver, to the Debtors, in proper form for filing and executed by the appropriate
parties, termination statements, instruments of satisfaction, releases of liens and easements, and
any other documents necessary for the purpose of documenting the release of all Encumbrances
which the person or entity has or may assert with respect to all or any portion of the Purchased
Assets, the Debtors and the Buyer are hereby authorized, on behalf of the Debtors, to execute and
file such statements, instruments, releases, and other documents on behalf of such person or entity
with respect to the Purchased Assets. The Debtors and the Buyer are each authorized to file a copy
of this Sale Order in any court where the person or entity filed the statements, documents, or
agreements evidencing such Encumbrances, which, upon filing, shall be conclusive evidence of
the release and termination of all such Encumbrances.
12.
This Sale Order is and shall be binding upon and govern the acts of all persons and
entities, including, without limitation, all filing agents, filing officers, title agents, title companies,
recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies,
governmental departments, secretaries of state, foreign or domestic federal, state, provincial,
territorial, and local officials, and all other persons and entities who may be required by operation
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of law, the duties of their office, or contract, to accept, file, register, or otherwise record or release
any documents or instruments, or who may be required to report or insure any title or state of title
in or to any lease, and each of the foregoing persons and entities is hereby directed to accept for
filing any and all of the documents and instruments necessary and appropriate to consummate the
Transactions, including the Sale. The Purchased Assets are sold free and clear of any reclamation
rights.
13.
Except for as provided in the APA and this Sale Order, after the Closing Date, the
Debtors shall have no further liability with respect to the Purchased Assets, and any claims,
whether administrative or otherwise, relating to or arising from such Purchased Assets after the
Closing Date asserted against the Debtors shall be deemed disallowed.
IV.
Assumption and Assignment of Purchased Contracts and Purchased Leases.
14.
The applicable Debtor or Debtors are hereby authorized and directed in accordance
with sections 105(a), 363, and 365 of the Bankruptcy Code to (a) assume and assign to the Buyer,
in accordance with the terms of the APA and this Sale Order, the Purchased Contracts and the
Purchased Leases identified on Exhibit 1 to this Sale Order (as may be amended or modified from
time to time in accordance with the terms of this Sale Order and the APA) free and clear of all
Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances) effective as of
the Closing Date or such other date after the Closing Date, subject to the terms of the APA and
this Sale Order, or as otherwise provided by a separate order of this Bankruptcy Court, and
(b) execute and deliver to the Buyer such documents or other instruments as the Buyer deems may
be necessary to assign and transfer the Purchased Contracts and the Purchased Leases to the Buyer.
15.
With respect to the Purchased Contracts and the Purchased Leases: (a) the
applicable Debtor or Debtors may assume each of the Purchased Contracts and the Purchased
Leases in accordance with section 365 of the Bankruptcy Code; (b) the applicable Debtor or
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Debtors may assign each of the Purchased Contracts and the Purchased Leases to the Buyer in
accordance with sections 363 and 365 of the Bankruptcy Code, this Sale Order, and the APA, and
any provisions in any of the Purchased Contracts and the Purchased Leases that prohibit or
condition the assignment of such Purchased Contracts and Purchased Leases or allow the party to
such Purchased Contract and Purchased Lease to terminate, recapture, impose any penalty,
condition renewal or extension, or modify any term or condition upon the assignment of such
Purchased Contract and Purchased Lease, constitute unenforceable anti-assignment provisions
which are void and of no force and effect; (c) subject to the applicable Debtor’s or Debtors’
payment of Cure Costs, all other requirements and conditions under sections 363 and 365 of the
Bankruptcy Code for the assumption by the applicable Debtor or Debtors and assignment to the
Buyer of each Purchased Contract and Purchased Lease have been satisfied; and (d) the Purchased
Contracts and the Purchased Leases shall be transferred and assigned to, and following the Closing
Date, or such other date after the Closing Date, as applicable, remain in full force and effect for
the benefit of, the Buyer, notwithstanding any provision in any such Purchased Contract or
Purchased Lease (including those of the type described in sections 365(b)(2) and 365(f) of the
Bankruptcy Code) that prohibits, restricts, or conditions, or that purports to prohibit, restrict, or
condition, such assignment or transfer and, pursuant to section 365(k) of the Bankruptcy Code, the
Debtors shall be relieved from any further liability with respect to the Purchased Contracts and
Purchased Leases after such assumption and assignment to the Buyer.
16.
Assignment Objections were to be filed with the Court, or will be filed with the
Court, by no later than (a) April 29, 2025, or (b) for any Purchased Contract or Purchased Lease
added to Schedule 1 after April 15, 2025, 14 days after service of the notice to such Purchased
Contract or Purchased Lease counterparty. If a counterparty to a Purchased Contract or Purchased
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Lease failed to properly and timely file and serve an Assignment Objection in accordance with the
Motion, the counterparty is hereby forever barred from asserting any objection with regard to the
assumption or assignment of its Purchased Contract or Purchased Lease, as applicable, and
notwithstanding anything to the contrary in the Purchased Contract or the Purchased Lease or any
other document, the Cure Costs set forth in the Cure Schedule shall be the only amount necessary
to cure outstanding defaults under the applicable Purchased Contract or Purchased Lease under
section 365 of the Bankruptcy Code. If no Assignment Objection has been filed, or an Assignment
Objection has been properly filed but has been resolved by the parties or determined by the Court,
this Sale Order shall serve as approval of the assumption and assignment of the applicable
Purchased Contract or Purchased Lease to the Buyer without need for a further notice of order. If
an Assumption Objection has been properly filed with respect to a Purchased Contract or
Purchased Lease and is not resolved by the parties or determined by the Court prior to the Closing
Date, the Seller’s assumption and assignment of such Purchased Contract or Purchased Lease shall
be subject to the requirements applicable to Disputed Contracts set forth in the APA.
17.
The pendency of a dispute relating to a particular Purchased Contract and
Purchased Lease shall not delay the assumption and assignment of any other Purchased Contract
and Purchased Lease or the Closing. Upon the effective date of the assignment of any Purchased
Contract and Purchased Lease, in accordance with sections 363 and 365 of the Bankruptcy Code,
the Buyer shall be fully and irrevocably vested in all right, title, and interest of each Purchased
Contract and Purchased Lease. To the extent provided in the APA, the Debtors shall cooperate
with, and take all actions reasonably requested by, the Buyer to effectuate the foregoing.
18.
Each Purchased Contract and Purchased Lease counterparty is deemed to have
consented to the assumption and assignment of such Purchased Contract and Purchased Lease, as
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applicable, and the Buyer shall be deemed to have demonstrated adequate assurance of future
performance with respect to each such Purchased Contract and Purchased Lease pursuant to
sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.
19.
Upon the applicable Debtor’s or Debtors’ assignment of the Purchased Contracts
and Purchased Leases to the Buyer under the provisions of this Sale Order, any additional orders
of this Court, and the applicable Debtor’s or Debtors’ payment of any Cure Costs pursuant to the
terms hereof or the APA, no default shall exist under any Purchased Contract and Purchased Lease,
and no counterparty to any Purchased Contract and Purchased Lease shall be permitted (a) to
declare a default under such Purchased Contract and Purchased Lease or (b) to otherwise take
action against the Debtors, the Reorganized Debtors, or the Buyer as a result of any Debtors’
financial condition, bankruptcy, or failure to perform any of its obligations under the relevant
Purchased Contract and/or Purchased Lease, as applicable. Each non-Debtor party to a Purchased
Contract and Purchased Lease hereby is forever barred, estopped, and permanently enjoined from
(i) asserting against the Debtors or the Buyer, or the property of any of them, any default or Claim
arising out of any indemnity obligation or warranties for acts or occurrences arising prior to or
existing as of the Closing Date, or, against the Buyer, any counterclaim, defense, setoff, or any
other Claim asserted or assertable against the Debtors and (ii) imposing or charging against the
Buyer or its affiliates any rent accelerations, assignment fees, increases, or any other fees as a
result of the applicable Debtor’s or Debtors’ assumption and assignment of the Purchased
Contracts and the Purchased Leases to the Buyer. Any provision in any Purchased Contract or
Purchased Lease that purports to declare a breach, default, or termination as a result of a change
of control of the Purchased Assets is hereby deemed unenforceable under section 365(f) of the
Bankruptcy Code. To the extent that any counterparty to a Purchased Contract and/or Purchased
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Lease was notified of the Cure Costs (or the absence thereof) and failed to object to such Cure
Costs (or the absence thereof) with respect to a Purchased Contract and/or Purchased Lease, as
applicable, such counterparty shall be deemed to have consented to such Cure Costs (or the absence
thereof) and is deemed to have waived any right to assert or collect or enforce any Cure Costs that
may arise or have arisen prior to or as of the Closing.
20.
On the Closing Date, or such other date after the Closing Date as provided in this
Sale Order and the APA, the Buyer shall be deemed to be substituted for the applicable Debtor as
a party to the applicable Purchased Contract and Purchased Lease and the applicable Debtors shall
be relieved, pursuant to section 365(k) of the Bankruptcy Code, from any further liability under
the Purchased Contract and the Purchased Lease. There shall be no rent or other payment
accelerations, assignment fees, increases, or any similar fees, costs, or expenses charged to the
Debtors or to the Buyer as a result of the assumption and assignment of the Purchased Contracts
and the Purchased Leases.
21.
All counterparties to the Purchased Contracts and Purchased Leases shall cooperate
and expeditiously execute and deliver, upon the reasonable requests of the Buyer, and shall not
charge the Debtors or the Buyer for any instruments, applications, consents, or other documents
that may be required or requested by any public authority or other party or entity to effectuate the
applicable transfers in connection with the Sale.
22.
For the avoidance of doubt, any amendments to the Purchased Leases entered into
by the Debtors prior to the Closing Date that provide that such amendment shall be effective upon
the assumption of such amendment pursuant to a chapter 11 plan shall be deemed effective as of
the assumption of such Purchased Lease pursuant to the terms of this Sale Order and the APA.
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23.
The assumption and assignment of each of the Purchased Contracts and Purchased
Leases is made in good faith under sections 363(b) and 363(m) of the Bankruptcy Code and is
entitled to the protections thereof.
V.
Buyer Expense Reimbursement.
24.
The Buyer Expense Reimbursement is appropriate under the circumstances and is
hereby approved. The Debtors, in an exercise of their reasonable business judgment and their
fiduciary duties, are hereby authorized to pay the Buyer Expense Reimbursement in accordance
with the APA without further order of this Court solely to the extent required pursuant to
section 8.1 of the APA.
VI.
Use of Proceeds.
25.
Notwithstanding anything to the contrary set forth herein, in accordance with the
Final DIP Order, the DIP Loan Documents, the Prepetition ABL Loan Documents, the Prepetition
ABL Intercreditor Agreement, and the Prepetition First Lien Loan Documents, on the Closing
Date, the Debtors shall transfer, or cause to be transferred, the proceeds generated from the Sale
of (a) the Purchased Assets constituting ABL Priority Collateral or ABL Priority DIP Collateral to
the Prepetition ABL Agent for permanent application against the Prepetition ABL Secured
Obligations (including the ABL Adequate Protection Claims, if any) and (b) all other Purchased
Assets to the DIP Agent for permanent application against the DIP Obligations.
VII.
Prohibition of Actions Against the Buyer.
26.
All persons and entities that are presently, or on the Closing Date may be, in
possession of some or all of the Purchased Assets to be sold, transferred, or conveyed to or by the
Buyer pursuant to the APA are hereby directed to surrender possession of those portions of the
Assets to the Buyer on the Closing Date. Subject to the terms, conditions, and provisions of this
Sale Order, all persons and entities are hereby forever prohibited and enjoined from taking any
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27
action that would adversely affect or interfere with the ability of the applicable Debtor or Debtors
to sell and/or transfer the Purchased Assets to the Buyer in accordance with the terms of the APA
and this Sale Order.
27.
To the maximum extent permitted by law, in accordance with the APA, the Buyer
shall be authorized, as of the Closing Date, to operate under any license, permit, registration, and
governmental authorization or approval (collectively, the “Licenses”) of the applicable Debtor or
Debtors with respect to the Purchased Assets and the Sale. To the extent the Buyer cannot operate
under any Licenses in accordance with the previous sentence, such Licenses shall be in effect while
the Buyer, with assistance from the Debtors, works promptly and diligently to apply for and secure
all necessary government approvals for new issuance of Licenses to the Buyer.
28.
Notwithstanding anything in this Sale Order, subject to section 525(a) of the
Bankruptcy Code, no governmental unit (as defined in section 101(27) of the Bankruptcy Code)
or any representative thereof may revoke, suspend any right, license, trademark, or other
permission relating to the use of the Purchased Assets sold, transferred, or conveyed to the Buyer
on account of the filing or pendency of these chapter 11 cases, the conduct of the Sale, or the
consummation of the Transactions.
VIII.
Other Provisions.
29.
The Debtors and the DIP Agent are authorized to prepare and file, execute, and
deliver any applicable UCC termination statement or other release documentation pursuant to this
Sale Order.
30.
This Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding the applicability of any of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or
any other provisions of the Bankruptcy Rules or the Local Rules stating the contrary, the terms and
provisions of this Sale Order shall be immediately effective and enforceable upon its entry, any
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28
applicable stay of the effectiveness and enforceability of this Sale Order is hereby waived, and the
Debtors and the Buyer are authorized to close the Sale immediately upon entry of this Sale Order.
31.
The failure to specifically include any particular provision of the APA in this
Sale Order shall not diminish or impair the effectiveness of such provision, it being the intent of
the Court that the APA be authorized and approved in their entirety; provided that this Sale Order
shall govern if there is any inconsistency between such agreements, as applicable, and this Sale
Order.
32.
The APA and any related documents or other instruments may, with the consent of
the Required DIP Lenders under the DIP Credit Agreement and the Required Lenders under the
Prepetition First Lien Credit Agreement (such consents not to be unreasonably withheld), be
modified, amended, or supplemented by the parties thereto and in accordance with the terms
thereof, without further order of the Court.
33.
During the pendency of these chapter 11 cases, the Court shall retain exclusive
jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of
this Sale Order and the APA, all amendments thereto and any waivers and consents thereunder,
and each of the agreements executed in connection therewith to which any Debtor is a party or
which has been assigned by the applicable Debtor or Debtors to the Buyer, and to adjudicate, if
necessary, any and all disputes concerning or relating in any way to the Sale, including, but not
limited to, retaining jurisdiction to: (a) compel delivery of the Purchased Assets to the Buyer;
(b) interpret, implement, and enforce the provisions of this Sale Order; and (c) protect the Buyer
against any Encumbrances (other than the Assumed Liabilities or Permitted Encumbrances) with
respect to the applicable Debtor or Debtors or the Purchased Assets of any kind or nature
whatsoever, attaching to the proceeds of the Sale.
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34.
Notwithstanding the relief granted in this Sale Order and any actions taken pursuant
to such relief, nothing in this Sale Order shall be deemed: (a) an implication or admission as to
the amount of, basis for, or validity of any particular claim against the Debtors under the
Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other
party in interest’s rights to dispute any particular claim on any grounds; (c) a promise or
requirement to pay any particular claim; (d) an implication, admission, or finding that any
particular claim is an administrative expense claim, other priority claim or otherwise of a type
specified or defined in this Sale Order or the Motion or any order granting the relief requested by
the Motion; (e) a request or authorization to reject any agreement, contract, or lease pursuant to
section 365 of the Bankruptcy Code; (f) an admission by the Debtors as to the validity, priority,
enforceability, or perfection of any lien on, security interest in, or other encumbrance on property
of the Debtors’ estates; (g) a waiver or limitation of the Debtors’, or any other party in interest’s,
claims, causes of action, or other rights under the Bankruptcy Code or any other applicable law;
(h) a rejection of any agreement, contract, lease, program, or policy under section 365 of the
Bankruptcy Code; (i) a concession by the Debtors that any liens (contractual, common law,
statutory, or otherwise) that may be satisfied pursuant to the relief requested in the Motion are
valid, and the rights of all parties in interest are expressly reserved to contest the extent, validity,
or perfection or seek avoidance of all such liens; (j) a waiver of the obligation of any party in
interest to file a proof of claim; or (k) to otherwise affect the Debtors’ rights under section 365 of
the Bankruptcy Code to reject any executory contract or unexpired lease.
35.
The Debtors, including their respective officers, employees, and agents, and the
Buyer are authorized to take all actions necessary to effectuate the relief granted pursuant to this
Sale Order in accordance with the Motion.
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36.
To the extent this Sale Order is inconsistent with any prior order or pleading filed
in these chapter 11 cases related to the Motion, the terms of this Sale Order shall govern.
37.
The headings in this Sale Order are for purposes of reference and shall not limit or
otherwise affect the meaning of the Sale Order.
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Exhibit 1
APA
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Execution Version
ASSET PURCHASE AGREEMENT
by and between
FRANCHISE GROUP INTERMEDIATE V, LLC
and
TVS BUYER, LLC
Dated as of April 15, 2025
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TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS............................................................................................................2
1.1
Certain Defined Terms.............................................................................................2
1.2
Construction...........................................................................................................23
ARTICLE 2 SALE AND PURCHASE OF ASSETS; LIABILITIES ..........................................24
2.1
Sale of Purchased Assets .......................................................................................24
2.2
Liabilities ...............................................................................................................26
2.3
Consideration.........................................................................................................27
2.4
Closing...................................................................................................................28
2.5
No Offset................................................................................................................28
2.6
Deposit...................................................................................................................29
2.7
Assumption/Rejection of Certain Contracts and Leases; Non-Assignment ..........29
2.8
Cash Purchase Price...............................................................................................30
ARTICLE 3 REPRESENTATIONS AND WARRANTIES.........................................................34
3.1
Representations and Warranties of Seller..............................................................34
3.2
Representations and Warranties of Buyer..............................................................49
3.3
Exclusivity of Representations ..............................................................................51
ARTICLE 4 PRE-CLOSING COVENANTS ...............................................................................52
4.1
Access and Information .........................................................................................52
4.2
Ordinary Course of Business .................................................................................53
4.3
Notification of Certain Matters..............................................................................54
4.4
Obligation to Consummate the Transaction ..........................................................54
4.5
Filings; Other Actions; Notification and Cooperation...........................................55
4.6
Working Capital Target Adjustment......................................................................57
ARTICLE 5 ADDITIONAL COVENANTS.................................................................................57
5.1
Further Assurances.................................................................................................57
5.2
Publicity.................................................................................................................58
5.3
Certain Tax Matters ...............................................................................................59
5.4
Accounts Receivable and Payable .........................................................................61
5.5
Wrong Pockets.......................................................................................................61
5.6
Purchased Intellectual Property .............................................................................62
5.7
Social Media Accounts ..........................................................................................62
5.8
Bankruptcy Court Filings and Approval................................................................62
5.9
Copies of Pleadings................................................................................................65
5.10
Books and Records ................................................................................................65
5.11
Trade Notification..................................................................................................65
5.12
Employee Matters..................................................................................................65
5.13
Insurance................................................................................................................69
5.14
Relocation of Purchased Assets.............................................................................69
5.15
Legal Entity Names................................................................................................69
5.16
Financing Cooperation (Seller)..............................................................................70
5.17
Financial Statements..............................................................................................72
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ARTICLE 6 CONDITIONS PRECEDENT..................................................................................73
6.1
Conditions to Obligations of Buyer and Seller......................................................73
6.2
Conditions to Obligations of Buyer.......................................................................73
6.3
Conditions to Obligations of Seller........................................................................74
ARTICLE 7 NO SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PRE-
CLOSING COVENANTS.....................................................................................75
7.1
No Survival............................................................................................................75
7.2
No Recourse...........................................................................................................75
ARTICLE 8 TERMINATION.......................................................................................................77
8.1
Termination............................................................................................................77
8.2
Procedure and Effect of Termination.....................................................................79
ARTICLE 9 MISCELLANEOUS .................................................................................................81
9.1
Governing Law, Jurisdiction, Venue and Service .................................................81
9.2
Notices ...................................................................................................................82
9.3
No Benefit to Third Parties....................................................................................83
9.4
Waiver....................................................................................................................84
9.5
Expenses ................................................................................................................84
9.6
Assignment ............................................................................................................84
9.7
Amendment............................................................................................................85
9.8
Severability ............................................................................................................85
9.9
Equitable Relief .....................................................................................................85
9.10
No Liability............................................................................................................86
9.11
Bulk Sales Statutes.................................................................................................86
9.12
Representation by Counsel ....................................................................................86
9.13
Counterparts...........................................................................................................86
9.14
Entire Agreement...................................................................................................87
9.15
Debt Financing Sources.........................................................................................87
9.16
Seller Disclosure Schedules...................................................................................88
EXHIBITS
Exhibit A
Form of Bill of Sale and Assignment and Assumption Agreement
Exhibit B
Form of Domain Name Transfer Agreement
Exhibit C
Form of Trademark Assignment Agreement
Exhibit D
Form of Lease Assignment
Exhibit E
Illustrative Net Working Capital Calculation
Exhibit F
Equity Commitment Letter
Exhibit G
Transition Services Agreement
Exhibit H
Assumed Indebtedness
Exhibit I
Form of Secured Party Deliverables
Exhibit J
Accounting Policies
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ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of
April 15, 2025 (the “Execution Date”), by and between Franchise Group Intermediate V, LLC,
a Delaware limited liability company (“Seller”), and TVS Buyer, LLC, a Delaware limited
liability company (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party”
and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined will
have the meaning set forth in Article 1.
RECITALS
WHEREAS, Seller and its Subsidiaries are engaged in the Business;
WHEREAS, on November 3, 2024, Seller and certain of its Affiliates (collectively, the
“Debtors”) commenced cases (the “Chapter 11 Cases”) by filing voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended,
the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”);
WHEREAS, Seller desires to sell, transfer, convey, assign and deliver to Buyer, and
Buyer desires to purchase, acquire, accept and assume from Seller, the Purchased Assets and the
Assumed Liabilities, in each case upon the terms and subject to the conditions hereinafter set
forth;
WHEREAS, the Purchased Assets and the Assumed Liabilities are assets and liabilities
of Seller and its Subsidiaries which are to be sold, transferred, conveyed, assigned and delivered
and purchased, acquired, accepted and assumed pursuant to the Sale Order and this Agreement,
free and clear of all Encumbrances and Liabilities except the Assumed Liabilities and the
Permitted Encumbrances, which Sale Order will include the authorization for the assumption and
assignment of certain executory contracts and unexpired leases and liabilities thereunder under
section 365 of the Bankruptcy Code, all in the manner and on the terms and subject to the
conditions set forth herein and in accordance with other applicable provisions of the Bankruptcy
Code;
WHEREAS, in connection with entering into this Agreement, Buyer received the Secured
Party Deliverables; and
WHEREAS, in connection with entering into this Agreement, an aggregate amount equal
to $15,000,000 in cash shall be deposited by Buyer on its behalf as a “good faith deposit” (the
“Deposit”) by wire transfer of immediately available funds to the Escrow Agent, to be held in
escrow in accordance with the terms of that certain Escrow Agreement (as amended, restated,
amended and restated, supplemented, or modified from time to time in accordance with its terms,
the “Deposit Escrow Agreement”), by and among Buyer, Seller and the Escrow Agent. The
Deposit shall not be subject to any lien, attachment, trustee process, or any other judicial process
of any creditor of any Seller or Buyer and shall be applied against payment of the Purchase Price
on the Closing Date or otherwise distributed or returned according to the terms of this Agreement
and Deposit Escrow Agreement, as applicable.
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NOW, THEREFORE, in consideration of the mutual benefits to be derived from this
Agreement, the representations, warranties, conditions, agreements and promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1
Certain Defined Terms. As used herein, the following terms shall have the
following meanings:
“Accounting Firm” means (a) a nationally recognized independent accounting firm
mutually acceptable to Buyer and Seller, or (b) if Buyer and Seller are unable to agree on a
mutually agreeable nationally recognized independent accounting firm, each of Buyer and Seller
shall select a nationally recognized independent accounting firm and such two accounting firms
shall designate a third nationally independent public accounting firm that neither presently is, nor
in the past one (1) year has been, engaged by any Party or its Affiliates.
“Accounting Policies” has the meaning set forth on Exhibit J attached hereto.
“Accounts Receivable” means all amounts (whether current or non-current) related to the
Purchased Assets that constitute, as of the Closing, accounts receivable, notes receivable and other
rights or indebtedness due and owed by any Third Party to Seller or any of its Subsidiaries and
related to the Business, in each case, whether billed or unbilled, recorded or unrecorded, written
off or not written off.
“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under common control with
such first Person, and a Person shall be deemed to be controlled by another Person if controlled
in any manner whatsoever that results in control in fact by that other Person (or that other Person
and any Person or Persons with whom that other Person is acting jointly or in concert), whether
directly or indirectly.
“Agreement” has the meaning set forth in the Preamble (as amended, restated, amended
and restated, supplemented, or modified from time to time in accordance with its terms), and
includes all schedules and exhibits hereto, and all instruments amending, restating, amending and
restating, supplementing, modifying, or otherwise confirming this Agreement.
“Allocation” has the meaning set forth in Section 2.3.2.
“Ancillary Agreements” means the Bill of Sale, the Deposit Escrow Agreement, the
Domain Name Transfer Agreement, the Lease Assignment, the Trademark Assignment
Agreement, the Transition Services Agreement and any other agreements, certificates and other
instruments delivered, given or contemplated pursuant to this Agreement.
“Anti-Corruption Laws” has the meaning set forth in Section 3.1.17.
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“Antitrust Laws” means the Sherman Act of 1890, the Clayton Act of 1914, the Federal
Trade Commission Act of 1914, the HSR Act and all other federal, state and foreign statutes,
rules, regulations, orders, decrees and other Laws and Orders that are designed or intended to
prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of
trade or lessening competition through merger or acquisition.
“Appointee” has the meaning set forth in Section 8.1.4.
“Apportioned Obligations” has the meaning set forth in Section 5.3.2(b).
“Artificial Intelligence Systems” has the meaning set forth in Section 3.1.8(j).
“Associated Person” means, with respect to a Person, any of such Person’s former,
current and future Affiliates, incorporators, financing sources, consultants, equity holders,
members, stockholders, shareholders, controlling Persons, Representatives, managers, general or
limited partners or assignees (or any former, current or future Affiliates, incorporators, financing
sources (including the Debt Financing Sources), consultants, equity holders, members,
stockholders, shareholders, controlling Persons, Representatives, managers, general or limited
partners or assignees of any of the foregoing).
“Assumed Indebtedness” means in connection with the Business, and without
duplication, the aggregate amounts of any of the following types of indebtedness set forth in
Exhibit H attached hereto: (a) any obligation in respect of any Purchased Contract classified as a
capital or finance lease or required to be capitalized in accordance with GAAP, (b) the Tax
Reserve Liability Amount, (c) fifty percent (50%) of all Liabilities for gift cards store credits,
customer loyalty programs, and gift certificates validly issued by Seller and/or its Subsidiaries
prior to the Closing Date, (d) fifty percent (50%) of all Liabilities for unclaimed property balance
related to gift cards, store credits, customer loyalty programs, and gift certificates validly issued
by Seller and/or its Subsidiaries prior to the Closing Date, (e) fifty percent (50%) of all Liabilities
(other than the immediately preceding clause (d)) for unclaimed property liabilities (including,
escheat unclaimed property, unclaimed property (i.e., Accounts Payable, unclaimed property and
cash on accounts)), (f) obligations of the types referred to in the preceding clauses (a) through (e)
of any other Person secured by any Encumbrances on any assets, even though such Person has
not assumed or otherwise become liable for the payment thereof, (g) all accrued interest thereon
and all penalties (including any penalties, expenses, premiums, make-whole, breakage costs or
similar liabilities related to the repayment or pre-payment thereof), fees and premiums associated
with the repayment of the obligations described in clauses (a) through (f) or (h) any indebtedness
not taken into account in the immediately preceding clause (a) through (g), in each case that is
associated with a Purchased Asset and/or an Assumed Liability.
“Assumed Liabilities” has the meaning set forth in Section 2.2.1.
“Assumed Taxes” has the meaning set forth in Section 2.2.1(g).
“Avoidance Actions” means those actual and/or potential claims and causes of action
under sections 502(d) and 544 through 553 of the Bankruptcy Code, or any other avoidance
actions under the Bankruptcy Code or any analogous state law.
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“Bank Accounts” has the meaning set forth in the definition of Excluded Assets.
“Bankruptcy Code” has the meaning set forth in the Recitals.
“Bankruptcy Court” has the meaning set forth in the Recitals.
“Bankruptcy Rules” means (a) the Federal Rules of Bankruptcy Procedure, (b) any local
rules of the Bankruptcy Court, and (c) any chambers rules of the Bankruptcy Court.
“Base Cash Purchase Price” means $193,500,000.
“Bill of Sale” means the Bill of Sale and Assignment and Assumption Agreement, in
substantially the form attached hereto as Exhibit A.
“Business” means the business and operations of Seller and its Subsidiaries as of the
Closing that are related to its Vitamin Shoppe segment.
“Business Day” means any day other than Saturday, Sunday or a day on which banking
institutions in New York, New York are permitted or obligated by Law to remain closed.
“Business Employee” means an individual employed by Seller or any of its Subsidiaries
who is (a) a Store Employee, or (b) providing services primarily in connection with the Business.
“Business Internet Properties” means all Internet Properties used or held for use in
connection with the Business and operated by or on behalf of Seller or any of its Affiliates,
including the Internet domain names and Social Media Accounts listed on Section 3.1.8(b) of
Seller Disclosure Schedules, together with (a) all site maps, templates, style guides, design
materials and content (including any text, fonts, colors, cascading style sheets (CSS), layouts,
video, images, graphics and e-mail templates) made available thereon, (b) all content, including
blog content, posted on the foregoing Internet Properties, and (c) any documentation, information
and other materials used or held for use in connection with any of the foregoing.
“Buyer” has the meaning set forth in the Preamble.
“Buyer 401(k) Plan” has the meaning set forth in Section 5.12.6.
“Buyer Benefit Plans” has the meaning set forth in Section 5.12.5.
“Buyer Expense Reimbursement” has the meaning set forth in Section 8.1.2.
“Buyer’s Knowledge” or “Knowledge of Buyer” means Michael A. Niegsch and
Clayton Lechleiter in each case after reasonable inquiry of applicable direct reports.
“Buyer Related Person” means Buyer, each of its Affiliates, and each of Buyer’s and its
Affiliates’ respective equity holders, stockholders, shareholders, officers, directors, employees,
partners, members, managers, agents, attorneys, representatives, successors and permitted assigns
(including the Business from and after the Closing).
“Buyer Tax Benefits” has the meaning set forth in Section 2.1.1(t).
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“Cash” means with respect to the Business, the aggregate amount of all cash and cash
equivalents determined in accordance with GAAP, including bank or other financial institution
deposits, marketable securities, short-term investments and checks, wire transfers and ACHs
received by not yet posted (net of any overdrafts and checks written, or wire transfers or ACHs
initiated by the Business but not yet cleared), excluding (a) Restricted Cash associated with the
Transferred Stores, (b) Store Cash, and (c) credit card receivables.
“Cash Purchase Price” means an amount equal to (a) the Base Cash Purchase Price, less
(b) the Net Working Capital Shortfall (if any), plus (c) the Net Working Capital Surplus (if any)
less (d) the Assumed Indebtedness; provided, that in any and all events, the Base Cash Purchase
Price is inclusive of the Deposit.
“Chapter 11 Cases” has the meaning set forth in the Recitals.
“Claims” mean, collectively, all rights, claims (as that term is defined in section 101(5)
of the Bankruptcy Code), causes of action, rights of recovery (including rights of indemnity,
warranty rights, rights of contribution, rights to refunds and rights to reimbursement) and rights
of set-off, in each case, whether class, individual or otherwise in nature, under contract or in law
or in equity, known or unknown, contingent or matured, liquidated or unliquidated and all rights
and remedies with respect thereto.
“Closing” has the meaning set forth in Section 2.4.
“Closing Date” has the meaning set forth in Section 2.4.
“Closing Payment” has the meaning set forth in Section 2.3.1(a).
“Closing Statement” has the meaning set forth in Section 2.8(a).
“COBRA” has the meaning set forth in Section 3.1.9(c).
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Confidentiality Agreement” means that certain Amended and Restated Confidentiality
Agreement, effective as of November 11, 2024, by and between Franchise Group, Inc. and
Performance Investment Partners, LLC and that certain joinder agreement, dated as of February
19, 2025, by and between Kingswood Capital Management, L.P. and Performance Investment
Partners, LLC.
“Consenting First Lien Lenders” means, collectively, as of the relevant time, those First
Lien Lenders that are party to the Restructuring Support Agreement.
“Continuing Employee Transfer Date” has the meaning set forth in Section 5.12.10.
“Continuing Employees” has the meaning set forth in Section 5.12.2.
“Contract” means any executory contract, agreement, obligation, lease, sublease, license,
sublicense, regulatory license, undertaking, engagement, sales order, purchase order, instrument
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or other commitment, whether written or oral, that is binding on any Person or any part of its
property under applicable Law.
“Contracting Party” has the meaning set forth in Section 7.2.1.
“control,” “controlled by” and “under common control with” mean, when used with
respect to any specified Person, (a) the possession, directly or indirectly, of the power to direct
the management or policies of that Person, directly or indirectly, whether through the ownership
of securities, by trust, by contract, or otherwise or (b) the ownership, directly or indirectly, of
more than 50% of the voting securities or other ownership interest of a business entity (or, with
respect to a limited partnership or other similar entity, its general partner or controlling entity).
“Copyrights” has the meaning set forth in the definition of Intellectual Property.
“Cure Costs” shall mean the Liabilities that must be paid or otherwise satisfied to cure
all of Debtors’ monetary defaults under the Purchased Contracts or the Purchased Leases
necessary for such assumption and assignment to Buyer, in each case, pursuant to section 365 of
the Bankruptcy Code, as provided herein and in the Sale Order (provided, that in no event shall
Buyer be liable for any Cure Costs).
“Data Privacy Laws” means any Law concerning the collection, use, analysis, retention,
storage, protection, transfer, disclosure, disposal or Processing of Personal Information.
“Debt Commitment Letters” means, collectively, the executed debt commitment letters
dated as of the date hereof, provided to Buyer from each of (a) Wells Fargo Bank, N.A. and (b)
Blue Torch Capital LP (or each of their respective Affiliates or other “Commitment Parties”
referred to therein), together with all related term sheets, including all exhibits, schedules and
annexes, and all fee letters and engagement letters delivered in connection therewith, in each case
as amended, restated, amended and restated, supplemented, or modified from time to time in
accordance with its terms.
“Debt Financing” means the debt financing incurred or intended to be incurred pursuant
to the Debt Commitment Letters.
“Debt Financing Sources” means the entities that have committed to provide or arrange
or otherwise entered into agreements in connection with all or any part of the Debt Financing in
connection with the Transactions, including the parties to any joinder agreements, indentures or
credit agreements entered pursuant thereto or relating thereto, together with their respective
Affiliates, and their and their respective Affiliates’ officers, directors, managers, members,
employees, agents, advisors, consultants and representatives and their respective successors and
assigns.
“Debtors” has the meaning set forth in the Recitals.
“Deposit” has the meaning set forth in the Recitals.
“Deposit Escrow Agreement” has the meaning set forth in the Recitals.
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“Determination Time” means 12:01 A.M. (Eastern Time) on the Closing Date.
“DIP Financing Order” means the Final Order (I) Authorizing the Debtors to (A) Obtain
Senior Secured Priming Superpriority Postpetition Financing and (B) Use Cash Collateral,
(II) Granting Liens and Providing Claims with Superpriority Administrative Expense Status,
(III) Granting Adequate Protection to the Prepetition Secured Parties, (IV) Modifying the
Automatic Stay, and (V) Granting Related Relief [Docket No. 414], entered by the
Bankruptcy Court on December 11, 2024.
“Disputed Contract” has the meaning set forth in Section 5.8.6.
“Disputed Item” has the meaning set forth in Section 2.8(e).
“Distribution Centers” means the distribution centers of Seller located at (a) 112 The
Vitamin Shoppe Way, Ashland, VA 23005 and (b) 925 N. 127th Ave, Avondale, AZ 85323.
“Domain Name Transfer Agreement” means the Domain Name Transfer Agreement,
in substantially the form attached hereto as Exhibit B.
“Employee Equipment” means all mobile phones, computers, and related peripherals
owned by Seller or its Subsidiaries and used by any Continuing Employee as of immediately prior
to the Closing in connection with the Business, if any.
“Employment Matters” has the meaning set forth in Section 5.12.9.
“Encumbrance” means any mortgage, lien (statutory or otherwise, including as defined
in section 101(37) of the Bankruptcy Code), Claim, license, sublicense, pledge, security interest,
charge, hypothecation, restriction (including restrictions on transfer or use), claim of ownership,
lease, sublease, option, right of use or possession, preference, encroachment, restrictive covenant,
right of first offer or refusal, title or survey defect, or other encumbrance or similar restriction of
any kind.
“Enforceability Exceptions” has the meaning set forth in Section 3.1.2.
“Environmental Laws” means all Laws concerning pollution, public or worker health or
safety (as it pertains to exposure to Hazardous Materials), or protection of the environment.
“Equity Commitment Letter” has the meaning set forth in Section 3.2.6(a).
“Equity Financing” has the meaning set forth in Section 3.2.6(a).
“Equity Investors” means (a) Kingswood Capital Opportunities Fund III, L.P. and
(b) Kingswood Capital Opportunities Fund III-A, L.P.
“Equity Securities” means, (a) if a Person is a corporation, shares of capital stock of such
corporation and, if a Person is a form of entity other than a corporation, ownership interests in
such entity, whether membership interests or partnership interests, or (b) other securities directly
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or indirectly convertible into, exercisable or exchangeable for or measured by reference to, any
securities described in the immediately preceding clause (a).
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any corporation, partnership, limited liability company, sole
proprietorship, trade, business or other Person that, together with Seller is or at any time was
treated as a single employer under section 414(b), (c), (m) or (o) of the Code or section
4001(a)(14) or 4001(b)(1) of ERISA.
“Escrow Agent” means Citibank, N.A., together with its permitted successors and
assigns.
“Estimated Assumed Indebtedness” has the meaning set forth in Section 2.8(a).
“Estimated Cash Purchase Price” means an amount equal to (a) the Base Cash Purchase
Price, plus (b) the amount by which the Estimated Net Working Capital Amount is greater than
the Target Net Working Capital Amount (if any), less (c) the amount by which the Target Net
Working Capital Amount is greater than the Estimated Net Working Capital Amount (if any) less
(d) the Estimated Assumed Indebtedness; provided, that in any and all events, the Base Cash
Purchase Price is inclusive of the Deposit.
“Estimated Net Working Capital Amount” has the meaning set forth in Section 2.8(a).
“Excluded Assets” means the following assets, property, rights and interests of Seller and
its Subsidiaries (in each case excluding any Purchased Assets): (a) all Cash; (b) all refunds,
rebates, abatements, credits, deposits, prepayments, overpayments, or other recovery for Taxes,
Claims for refunds or rights to receive refunds from any Taxing Authority with respect to any and
all Taxes paid or to be paid by Seller or any of its Subsidiaries or with respect to the Purchased
Assets, the Business, Assumed Liabilities, or Business Employees (including any and all Taxes
paid or to be paid by any of Seller’s Subsidiaries or with respect to the Purchased Assets, the
Business, Assumed Liabilities, or Business Employees and including any other Tax assets
(including any net operating or other losses, credits, carryforwards and other Tax attributes)),
together with any refund of interest due thereon or penalty rebate arising therefrom, for any Tax
period (or portion thereof) (in each case, other than Buyer Tax Benefits); (c) (i) any legal or
beneficial interest in the capital stock and other Equity Securities of Seller, its Subsidiaries or any
other Person, and (ii) the corporate or other entity charter, qualifications to conduct business as a
foreign corporation or other form of business entity, arrangements with registered agents relating
to foreign qualifications, taxpayer and other identification numbers, Tax Returns and other tax
records, seals, minute books, stock transfer books, and similar organizational documents of Seller
or any of its Subsidiaries; (d) all Excluded Items; (e) all Excluded Contracts; (f) all rights of Seller
under this Agreement and the Ancillary Agreements; (g) except for the insurance policies
described in Section 2.1.1(s), all insurance policies and all rights and benefits of any nature with
respect thereto, including all insurance recoveries thereunder and rights to assert Claims with
respect to such insurance recoveries, including any directors and officers liability insurance
policies; (h) (i) all Claims against current and former directors and officers of Seller and its
Subsidiaries; and (ii) Claims or causes of action pursuant to 11 U.S.C. §§ 544, 547 and 548 and
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all state law equivalents, other than Claims or causes of action pursuant to 11 U.S.C. §§ 544, 547
and 548 (and all state law equivalent) against or in respect of go-forward trade, vendors and/or
landlords of Seller or its Subsidiaries; (i) except for the Plans described in Section 2.1.1(w) of
Seller Disclosure Schedules, the sponsorship of, and all assets, properties and rights (including
all trusts, insurance policies and administrative services contracts related thereto) related to any
Plan and any other benefit or compensation plan, program, policy, agreement, arrangement or
Contract at any time maintained, sponsored, participated in, contributed to (or required to be
contributed to) by Seller or any of its Affiliates or under or with respect to which Seller or any of
its Affiliates has (or has had) any liability or obligation, including on account of an ERISA
Affiliate; (j) any intangible assets, including Intellectual Property, that are not used in any manner
in the Business, and which are not necessarily for use by Buyer in connection with the Business;
(k) any Permit set forth on Section 2.1.1(d) of Seller Disclosure Schedules to the extent not
assignable or transferable shall remain subject to the terms and conditions of the Transition
Services Agreement; (l) all assets, cash and properties located or held at any of the Non-
Transferred Stores, including all Inventory and store fixtures located or held at any of the Non-
Transferred Stores; and (m) all bank accounts of Seller and its Subsidiaries related to the Business,
including those set forth on Section 3.1.22 of Seller Disclosure Schedules, (the “Bank
Accounts”), each of which Bank Accounts shall remain subject to the terms and conditions of the
Transition Services Agreement.
“Excluded Benefits” has the meaning set forth in Section 5.12.2.
“Excluded Contract” has the meaning set forth in Section 2.1.2.
“Excluded Items” means any and all (a) books, documents, records, files and other items
prepared in connection with or relating to the negotiation and consummation of the Chapter 11
Cases or any of Transactions or otherwise prepared in connection with the divestiture of any of
the assets, properties, contracts, rights or interests of any of the Debtors in connection with the
Chapter 11 Cases, including all (i) bids received from Third Parties (and related analyses) relating
to the Business, (ii) confidentiality, joint defense or similar agreements with prospective
purchasers of the Business, (iii) strategic, financial or Tax analyses relating to the divestiture of
the Purchased Assets, the Assumed Liabilities and the Business, (iv) presentations or minutes
relating to any of the meetings of Debtors’ board of directors or committees thereof, including
materials relating to strategic alternatives, including the Transactions and (v) presentations or
other materials relating to discussion with Seller’s lenders or key constituents or counterparties;
and (b) all personnel records (including all human resources and other records), whether or not
held by Seller or any of its Subsidiaries and whether or not relating to employees (other than the
Continuing Employees) of Seller or any of its Subsidiaries.
“Excluded Liabilities” means all Liabilities of Seller or any of its Subsidiaries of
whatever nature, whether presently in existence or arising or asserted hereafter (other than the
Assumed Liabilities), including, without limiting the generality of the foregoing, the following:
(a) Excluded Taxes; (b) all Liabilities arising out of, resulting from, or relating to any Excluded
Assets; (c) all (i) indebtedness for borrowed money of the Debtors’ (other than the Assumed
Indebtedness) and (ii) other indebtedness set forth on Section 1.1.2(c) of Seller Disclosure
Schedules; (d) fees, costs and expenses incurred in connection with the Chapter 11 Cases or the
Transactions (except as otherwise contemplated by this Agreement); (e) except, in each case, with
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respect to any Liabilities specifically assumed by Buyer pursuant to Section 5.12, (i) any
transaction, change of control, success, retention or stay bonuses, severance, bonus incentive, or
deferred compensation payments or other similar payments or obligations payable to any current
or former employee, officer, director or other individual service provider of Seller or its
Subsidiaries (including the Business Employees) under each Plan, policy, program, agreement,
arrangement, or Contract sponsored or maintained by Seller or its Subsidiaries or to which Seller
or its Subsidiaries is a party (including in connection with or arising out of the consummation of
the Transactions (except as excluded pursuant this clause (e), including any “double-trigger”
severance or other payments or obligations payable in combination with any other event)),
(ii) other than Liabilities assumed by Buyer pursuant to Section 2.2.1(c), any outstanding and
unpaid bonus, commission or incentive obligations in respect of any current or former employee,
officer, director or other individual service provider of Seller or its Subsidiaries (including the
Business Employees), (iii) other than payments required to be made by Buyer to Seller pursuant
to the Transition Services Agreement, all Liabilities at any time arising under, pursuant to or in
connection with each Plan and any other benefit or compensation plan, program, policy,
agreement, arrangement, or Contract, in each case, at any time sponsored, maintained, contributed
to or required to be contributed to by Seller or any of its Affiliates or under or with respect to
which Seller or any of its Affiliates has (or has had) any Liability (including on account of an
ERISA Affiliate), including Liabilities arising under Title IV of ERISA or on account of any
violation of COBRA, (iv) all Liabilities relating to or arising out of the employment or termination
of employment of (A) any Business Employee who becomes a Continuing Employee with respect
to periods of employment or termination of employment with Seller or its Subsidiaries prior to
the Closing (but excluding in respect of any (1) Liabilities assumed pursuant to Section 2.2.1(c)
and (2) severance obligations for any Continuing Employee caused directly by any actions taken
by Buyer or at the direction of Buyer after the Closing), (B) any former employees of Seller or its
Subsidiaries (including any former employees of the Business) and Business Employees who do
not become Continuing Employees with respect to periods of employment or termination of
employment with Seller or its Subsidiaries, and (C) any applicant for employment with Seller or
its Subsidiaries at any time prior to the Closing, including any Claims in respect of hiring,
promotion, compensation, overtime, bonuses, commissions, workers’ compensation or disability,
vacation, sick pay or paid time off, other employee benefits to which any such employees may be
entitled as a result of his or her employment by Seller or its Subsidiaries, and any other terms and
conditions of employment, (v) all Liabilities arising out of or relating to Claims by any agents or
independent contractors of, and who provide personal services to, Seller or its Subsidiaries with
respect to any Claims or personal injuries sustained in connection with the retention of such
Person by Seller or any of its Subsidiaries, including workers’ compensation or disability,
regardless of when such claim is made or asserted; (f) except for the accrued and unpaid accounts
payable of the Business reflected on Exhibit E attached hereto (and included as part of Net
Working Capital), all accrued and unpaid accounts payable of the Business as of the Closing Date,
including legal expenses accrued but unpaid as of the Closing Date related to any Litigation to
which Seller or its Subsidiaries are party, in each case, whether invoiced before or after Closing;
(g) all Cure Costs required to be paid pursuant to section 365 of the Bankruptcy Code in
connection with the assumption and assignment of the Purchased Assets, including the Purchased
Contracts and the Purchased Leases as finally determined by the Bankruptcy Court (provided,
that, in no event shall Buyer be liable for any Cure Costs); (h) any pending or threatened Litigation
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with respect to any events, acts or circumstances occurring prior to the Closing; and (i) any
Liabilities set forth on Section 1.1.2(i) of Seller Disclosure Schedules.
“Excluded Tax Returns” means Tax Returns (or any portion of any Tax Return) and
other books and records related to (a) Taxes that are not primarily related to the Purchased Assets
or (b) any income Tax Returns of Seller or its Affiliates.
“Excluded Taxes” means any (a) Taxes of Seller (or any Affiliates or subsidiaries of
Seller) (other than as expressly provided in this Agreement), (b) Taxes arising out of, relating to
or with respect to Excluded Assets or Excluded Liabilities, and (c) Taxes arising out of, relating
to or with respect to the Business, the Purchased Assets or the Assumed Liabilities with respect
to any taxable period ending on or before the Closing Date and the portion of any Straddle Period
through and including the Closing Date (allocated in accordance with Section 5.3.2(b)).
“Execution Date” has the meaning set forth in the Preamble.
“Final Assumed Indebtedness” has the meaning set forth in Section 2.8(f).
“Final Net Working Capital” has the meaning set forth in Section 2.8(f).
“Final Order” shall mean an Order or judgment of the Bankruptcy Court entered by the
clerk of the Bankruptcy Court or such other court on the docket in the Chapter 11 Cases or the
docket of such other court, which has not been modified, amended, reversed, vacated or stayed
and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument
or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial,
reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari new trial,
reargument or rehearing thereof has been sought, such order or judgment of the applicable
Bankruptcy Court, or other court of competent jurisdiction shall have been affirmed by the highest
court to which such Order was appealed, or certiorari shall have been denied, or a new trial,
reargument or rehearing shall have been denied or resulted in no modification of such order, and
the time to take any further appeal, petition for certiorari or move for a new trial, reargument or
rehearing shall have expired, as a result of which such order shall have become final in accordance
with Rule 8002 of the Federal Rules of Bankruptcy Procedure or a similar rule of such other court
of competent jurisdiction; provided, that, with respect to the Bankruptcy Court, the possibility
that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under
the Bankruptcy Rules, may be (but for the avoidance of doubt has not been) filed relating to such
order, shall not cause such order not to be a Final Order.
“Final Post-Closing Statement” has the meaning set forth in Section 2.8(f).
“Financial Statements” has the meaning set forth in Section 3.1.18(a).
“First Lien Credit Agreement” has the meaning set forth in the definition of First Lien
Lenders.
“First Lien Lenders” means, collectively, beneficial holders of, or investment advisors,
sub-advisors or managers of discretionary funds, accounts or sub-accounts that beneficially hold,
any claim on account of prepetition first lien loans arising under or pursuant to (a) that certain
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First Lien Credit Agreement, dated as of March 10, 2021 (the “First Lien Credit Agreement”),
among Franchise Group, Inc., as lead borrower, the other borrowers and guarantors party thereto,
Wilmington Trust, National Association (as successor to JPMorgan Chase Bank, N.A.), as agent,
and the lenders party thereto from time to time, as amended, restated, amended or restated,
supplemented, or otherwise modified from time to time or (b) the other Loan Documents as
defined in the First Lien Credit Agreement.
“Fraud” means, an actual and intentional misrepresentation of fact with respect to the
making of the representations and warranties set forth in this Agreement, any of the Ancillary
Agreements, or in any certificates delivered pursuant hereto or thereto with the intent to deceive
another Person or to induce that Person to enter into this Agreement, any of the Ancillary
Agreements, or in any certificates delivered pursuant hereto or thereto and requires (a) a false
representation, (b) knowledge that such representation is false, (c) an intention to induce the
Person to whom such representation is made to act or refrain from acting in reliance upon it, and
(d) caused such Party to suffer a loss by reason of such reliance. “Fraud” should not include
constructive fraud, negligent misrepresentation, recklessness or equitable claim (including unjust
enrichment).
“GAAP” means United States generally accepted accounting principles, consistently
applied from time to time.
“Governmental Authority” means (a) any governmental or public department, central
bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency,
commissioner or instrumentality or other regulatory or administrative authority, whether
international, multinational, national, federal, provincial, state, municipal, local, or other; (b) any
subdivision or authority of any of the above; (c) any stock exchange; (d) any arbitral body (public
or private); and (e) any quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of any of the above.
“Hazardous Materials” means any materials, substances or wastes for which Liability or
binding standards of conduct may be imposed pursuant to any Environmental Laws, including
any petroleum products or byproducts, asbestos or asbestos-containing materials, polychlorinated
biphenyls, per- and polyfluoroalkyl substances, lead, toxic mold or radioactive materials.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.
“Inactive Business Employee” has the meaning set forth in Section 5.12.4.
“Independent Contractors” has the meaning set forth in Section 3.1.10(b).
“Intellectual Property” means all of the following: (a) Patents; (b) copyrights and other
equivalent rights in works of authorship (published or unpublished), including all data
compilations, website content, advertising collateral, and promotional materials, designs, moral
rights (or other similar rights) and all other rights associated therewith, copyright registrations,
applications and renewals in connection therewith, together with all translations, adaptations,
derivations, and combinations thereof (“Copyrights”); (c) designs, design registrations, and
design registration applications; (d) trademarks, names, trade names, business names, corporate
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names, domain names, Social Media Accounts, website names and world wide web addresses,
common law trademarks, unregistered trademarks, service marks, trade dress and logos, slogans,
and other designations of source or origin, and all goodwill related to the foregoing, and all
applications, registrations, and renewals in connection therewith (“Trademarks”); (e) rights in
computer programs and software (whether in source code, object code, html code, executable
code, or other form), whether or not copyrightable, algorithms, databases, compilations and data,
technology supporting the foregoing, and all documentation thereto, including user manuals,
developer notes, comments, annotations, and training materials, related to any of the foregoing,
and all version updates, corrections, enhancements, and modifications thereto; (f) rights in trade
secrets and all other confidential information, know-how, inventions, improvements, processes,
formulae, recipes, models, techniques, plans, ideas, concepts, designs, drawings, specifications,
business, manufacturing and production processes and techniques, technical data and information,
scientific and technical data or information, and methodologies, customer and supplier lists,
pricing and cost information, and business and marketing plans and proposals, and all other
information that derives economic value from not being generally known (“Trade Secrets”); (g)
Internet domain names, URLs, internet protocol addresses, Social Media Accounts, websites and
all content provided in the foregoing (“Internet Properties”); (h) registrations and applications
for any of the foregoing; (i) all goodwill associated or arising in connection with the forgoing;
(j) all other intellectual property or proprietary rights of any kind or nature arising under any
jurisdiction; (k) all rights of publicity, including the right to use the name, voice, likeness,
signature and biographies of real persons, together with all goodwill related thereto; (l) all other
similar proprietary rights; and (m) all copies and tangible embodiments thereof (in whatever form
or medium).
“Interim Financial Statements” has the meaning set forth in Section 5.17.
“Interim Period” means the period commencing immediately after the execution and
delivery of this Agreement on the Execution Date and ending on the earlier of (a) Closing and
(b) the termination of this Agreement.
“Internet Properties” has the meaning set forth in the definition of Intellectual Property.
“Inventory” means (a) all inventories relating to the Business which are owned by Seller
or its Subsidiaries and which are on hand at the Transferred Stores, Distribution Centers, or in
transit thereto, as of the Determination Time (including all inventories that Seller or any of its
Subsidiaries buys back from their franchisees), and (b) constituent inventory (including any raw
materials, work in process inventory or finished good inventory) to the extent owned by Seller or
its Subsidiaries and related to the Business. Notwithstanding the foregoing, “Inventory” shall not
include: (i) goods which belong to sublessees or concessionaires of Seller or its Subsidiaries or
(ii) goods held by Seller or its Subsidiaries on memo, on consignment, or as bailee, with respect
to Purchased Products held by manufacturers thereof, with respect to Purchased Products held by
manufacturers thereof.
“IRS” means the Internal Revenue Service or any successor Governmental Authority.
“IT Systems” means all software, computer hardware, servers, networks, platforms,
peripherals, and similar or related items of automated, computerized, or other information
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technology networks and systems (including telecommunications networks and systems for voice,
data and video) owned, leased, licensed, or used (including through cloud-based or other third-
party service providers) by Seller or its Subsidiaries.
“Joint Written Instructions” has the meaning set forth in Section 8.2.5.
“Latest Balance Sheet” means the most recent balance sheet included in the Financial
Statements.
“Law” means any (a) applicable national, supranational, domestic or foreign, federal,
state, provincial or local statute, law (including the common law), act, treaty, code, constitution,
ordinance, Order, decree, rule, ruling, directive, determination, decision, opinion, administrative
interpretation, regulation, or by-law, and (b) any other policy, guideline, notice, protocol or
requirement having the force of law of any Governmental Authority, in each case as in effect
from time to time.
“Lease” means all rights and interests of Seller or its Subsidiaries for all unexpired leases,
subleases, licenses, or other rights to use or occupy real property, and any amendments,
supplements, concessions, options, extension letters, assignments, termination agreements,
subordination agreements and nondisturbance agreements and guaranties related to the foregoing.
“Lease Assignment” means the Lease Assignment and Assumption Agreement, in
substantially the form attached hereto as Exhibit D.
“Leased Real Property” has the meaning set forth in Section 2.1.1(i).
“Liability” means any debt, loss, liability, obligation, commitment, claim, damage,
demand, fine, judgment, deficiency, fee, charge, cost, expense, expenditure, Tax, or penalty,
whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown,
fixed or contingent, matured or unmatured, direct or indirect, determined or determinable or
otherwise (including all adverse reactions, recalls, product and packaging complaints or other
liabilities), whether arising under any Law, Order, Contract or otherwise and without regard to
when sustained, incurred or asserted or when the relevant events occurred or circumstances
existed.
“Litigation” means any claim, action, charge, complaint, audit, investigation,
examination, inquiry, arbitration, mediation, hearing, proceeding, suit (whether civil, criminal,
administrative, or investigative or appellate proceeding), warning letter, or notice of violation by
or before any Governmental Authority.
“Look-Back Date” means August 21, 2023.
“Material Adverse Effect” means any event, result, effect, occurrence, state of facts,
circumstance, development, condition or change, that, individually or in the aggregate, (a) has
had or would reasonably be expected to have a material adverse effect on the business, results of
operations, assets, liabilities or condition (financial or otherwise) of the Business or the Purchased
Assets and the Assumed Liabilities, taken as a whole or (b) would reasonably be expected to
prevent or materially impair or delay the ability of Seller to consummate the Closing; provided,
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however, that in the case of the foregoing clause (a) only, none of the following shall be deemed
(individually or in combination) to constitute, or shall be taken into account in determining
whether there has been, a “Material Adverse Effect”: (i) general political or economic conditions
or conditions affecting the capital or financial markets generally, including the worsening of any
existing conditions or changes affecting the availability or cost of financing; (ii) conditions
generally affecting any industry or industry sector in which Seller and its Subsidiaries operate or
compete; (iii) any change in accounting requirements, applicable Laws or the enforcement,
implementation or interpretation thereof; (iv) any hostility, act of war, sabotage, terrorism or
military actions, or any escalation of any of the foregoing; (v) any hurricane, flood, tornado,
earthquake, pandemic, epidemic, disease, outbreak, public health crisis or other natural disaster
or force majeure event; (vi) this Agreement, the Transactions or the Chapter 11 Cases, including
the public announcement thereof or the impact of such announcement or pendency on the
relationship of Seller and its Subsidiaries with any supplier, distributor, customer, partner,
franchisee or similar relationship or any loss of employees resulting therefrom; (vii) the failure of
Seller and its Subsidiaries to achieve any financial projections, predictions, forecasts or estimates
of revenues for any period (provided, that the underlying causes of such failure shall not be
excluded unless otherwise excluded pursuant to this definition); (viii) any act or omission of Seller
or any of its Subsidiaries required by the terms of this Agreement or at the request (or with the
consent) of Buyer; (ix) (A) the commencement or pendency of the Chapter 11 Cases, (B) any
objections in the Bankruptcy Court to (1) this Agreement, any Ancillary Agreement or the
Transactions, (2) the reorganization of Seller or any of its Subsidiaries or (3) the assumption or
rejection of any Purchased Contract otherwise in compliance with this Agreement, or (C) any
Order of the Bankruptcy Court or any actions or omissions of Seller or its Subsidiaries required
to be taken (or not taken) to comply therewith; (x) actions taken by Buyer or its Affiliates with
respect to the Transactions or the financing thereof or any breach by Buyer of this Agreement;
(xi) any act or omission by Seller or any of its Subsidiaries required to be taken pursuant to the
terms of the DIP Financing Order; and (xii) any change in the market price, credit rating or trading
volume of Seller’s or any of its Subsidiaries’ stock or other securities or any change affecting the
ratings or the ratings outlook for Seller or any of its Subsidiaries (provided, that the underlying
factors contributing to any such change shall not be excluded unless such underlying factors
would otherwise be excluded from the definition of Material Adverse Effect); except, in the case
of clauses (i) through (v), to the extent that any such event, result, effect, occurrence, state of
facts, circumstance, development, condition or change has a disproportionate and adverse effect
on the Purchased Assets and Assumed Liabilities, taken as a whole, relative to other Persons
operating businesses similar to the Business.
“Material Contracts” has the meaning set forth in Section 3.1.19(a).
“Mobile Platform” means all consoles, certificates, profiles, identifiers, files, keys, API,
and any other information, documentation or materials necessary or useful for maintaining user
accessibility to the mobile Software applications made available through the Apple App Store or
the Google Play Store by or on behalf of Seller in connection with the Business, as necessary or
useful for Buyer to provide notice and redirection to users through such application in a manner
controlled by Buyer at and following Closing, together with (a) all administrator usernames,
passwords and credentials used to access, use, manage, maintain or renew such consoles,
certificates, profiles, identifiers, files or keys, and (b) all site maps, templates, style guides, design
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materials and content (including any text, fonts, colors, cascading style sheets (CSS), layouts,
video, images and graphics) with respect thereto or made available thereon.
“Multiemployer Plan” has the meaning set forth in Section 3.1.9(c).
“Net Adjustment Amount” has the meaning set forth in Section 2.8(b).
“Net Working Capital Amount” means, without duplication, (a) the aggregate dollar
amount of the “current assets” of the Business that constitute Purchased Assets (provided, that,
with respect to Taxes solely to the extent apportioned to the Pre-Closing Tax Period in accordance
with Section 5.3.2(b)) minus (b) the aggregate dollar amount of the “current liabilities” of the
Business that constitute Assumed Liabilities (provided, that, with respect to Taxes solely to the
extent apportioned to the Pre-Closing Tax Period in accordance with Section 5.3.2(b)), measured
as of the Determination Time, in each case calculated in accordance with the Accounting Policies.
Notwithstanding anything to the contrary, Net Working Capital Amount shall not be calculated
with respect to any Taxes except for Apportioned Obligations, which shall (i) be apportioned in
accordance with Section 5.3.2(b), (ii) shall not include any contingent Taxes, Tax reserves or
uncertain Taxes, and (iii) shall be calculated consistently with Section 5.3.4. Net Working Capital
Amount shall exclude Assumed Indebtedness, the Tax Reserve Liabilities, Cure Costs, Cash,
Restricted Cash, shall include Store Cash and shall reflect only the line items of the “current
assets” and the “current liabilities” of the Business as set forth on Exhibit E.
“Net Working Capital Shortfall” has the meaning set forth in Section 2.8(b).
“Net Working Capital Surplus” has the meaning set forth in Section 2.8(b).
“Non-Recourse Persons” has the meaning set forth in Section 7.2.1.
“Non-Transferred Store” has the meaning set forth in Section 4.6.
“Notice” has the meaning set forth in Section 9.2.1.
“Objection Notice” has the meaning set forth in Section 2.8(e).
“Offer Employees” has the meaning set forth in Section 5.12.2.
“Offer List Deadline” has the meaning set forth in Section 5.12.2.
“Open Source Software” means any software that is licensed pursuant to (a) any license
that is a license now or in the future approved by the Open Source Initiative and listed at
http://opensource.org/licenses, which licenses include all version of the GNU General Public
License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL (AGPL),
the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla
Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community
Source License (SCSL), and the Sun Industry Standards License (SISL); (b) any license to
software that is considered “free” or “open source software” by the Open Source Foundation or
the Free Software Foundation; or (c) any reciprocal license, in each case whether or not source
code is available or included in such license.
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“Order” means any judicial, arbitral, administrative, ministerial, departmental or
regulatory writ, judgment, edict, directive, adjudication, decree, injunction, ruling, order,
decision, award or other binding obligation, pronouncement, determination or similar action taken
by, or applied by, any Governmental Authority (in each case, whether temporary, preliminary or
permanent).
“Ordinary Course” means, with respect to an action taken by a Person, that such action
is taken in the ordinary course of the normal day-to-day operations of such Person, taking into
account the Chapter 11 Cases, consistent with past practice.
“Organizational Documents” means, as applicable, (a) the certificate or articles of
incorporation, formation, organization, limited partnership or association, (b) any charter or
similar document adopted or filed in connection with the creation, formation or organization of a
Person, (c) the bylaws or any similar governing document adopted in connection with the
creation, formation or organization of a Person, (d) the operating agreement or limited liability
company agreement of a limited liability company or limited partnership agreement of a limited
partnership, (e) any similar organizational documents or instruments of any other type of foreign
or domestic entity and (f) any amendment or modification to any of the foregoing.
“Outside Date” means July 15, 2025.
“Owned Intellectual Property” means all Intellectual Property owned or purported to be
owned by Seller or any of its Subsidiaries and related to the Business.
“Party” or “Parties” has the meaning set forth in the Preamble.
“Patents” means all inventions (whether patentable or unpatentable and whether or not
reduced to practice), invention disclosures, discoveries, all improvements thereto, and all issued
patents and patent applications, provisional patent applications, together with all counterparts
claiming priority therefrom, and all applications for reissues, industrial designs, or invention
disclosures in any country or supranational jurisdiction, and any substitutions, divisionals,
continuations, continuations-in-part, reissues, renewals, confirmations, re-examinations,
extensions, and supplementary protection certificates and all application sharing common
technical specifications.
“Payee” has the meaning set forth in Section 5.3.1(a).
“Payer” has the meaning set forth in Section 5.3.1(a).
“Payments” has the meaning set forth in Section 5.3.1(a).
“PCI DSS” means the Payment Card Industry Data Security Standard.
“Permit” means with respect to any Person, any permit, license, grant, authorization,
consent, registration, certificate, franchise, certification, variance, exemption, Order or approval
or similar authorization of any Governmental Authority having jurisdiction over such Person.
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“Permitted Encumbrance” means any (a) Encumbrance for utilities and Taxes not yet
due or delinquent or for those Taxes being contested in good faith by appropriate proceedings
and, in each case, for which appropriate reserves have been established in accordance with GAAP
or the nonpayment of which is permitted or required by applicable bankruptcy Law;
(b) Encumbrance imposed by Law that does not or would not be reasonably expected to materially
detract from the current value of, or materially interfere with the present use and enjoyment of,
any Purchased Asset subject thereto or affected thereby in the Ordinary Course; (c) non-exclusive
licenses of Intellectual Property granted in the Ordinary Course; (d) mechanics’, materialmen’s,
carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar Encumbrances
granted or which arise in the Ordinary Course for amounts which are not due and payable; (e)
Encumbrances on the Leased Real Property in favor of the landlord of such Leased Real Property,
whether contractual, statutory or otherwise; (f) matters that would be disclosed by a title
commitment, or current and accurate survey of each parcel of Leased Real Property, in each case,
that would not, individually or in the aggregate, reasonably be expected to materially detract from
the property and/or the value thereof or in any way prohibit use of the property for its current
purposes; (g) Encumbrances expressly contemplated by, or that are removed or released by
operation of, the Sale Order; and (h) Encumbrances disclosed on Section 1.1.3 of Seller
Disclosure Schedules.
“Person” means any individual, partnership, limited partnership, limited liability
partnership, limited liability company, unlimited liability company, joint stock company, joint
venture, syndicate, sole proprietorship, corporation, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative, or any other legal entity, including
a Governmental Authority, and pronouns have a similarly extended meaning.
“Personal Information” means all data and information that identifies, relates to,
describes, is reasonably capable of being associated with, or could reasonably be linked, directly
or indirectly to a particular individual or otherwise is subject to any applicable Data Privacy Laws
related to the privacy or security of information associated with an individual.
“Personal Property” means all tangible personal property relating to the Business that is
owned or used by Seller and/or its Subsidiaries, including apparatus, materials, furniture, fixtures,
supplies, parts, equipment, computers, servers, machinery, vehicles, rolling stock, and other
tangible property.
“Personnel Records” means the following current employment and current personnel
information with respect to each Continuing Employee, in each case, to the extent permitted by
applicable Law: salary, wage grade, job description, variable compensation targets, performance
documentation, training and continuing education records, business and personal mailing
addresses and telephone numbers, any employment, confidentiality, restrictive covenants and/or
intellectual property assignment agreements, employee handbook and policy acknowledgments,
and any other employment-related agreements, acknowledgements and authorizations, Family
and Medical Leave Act (or similar) records, disability accommodation records, workplace injury
records, internal or external complaints by or concerning such Continuing Employee, Forms I-9
(Employment Eligibility Verification) related to such Continuing Employee; provided, that
Personnel Records shall not include any medical records.
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“Plan” means each “employee benefit plan” within the meaning of section 3(3) of ERISA
(whether or not subject to ERISA) and each other stock purchase, stock option, restricted stock,
phantom stock, equity or equity-based, employment, consulting, termination, severance,
retention, stay-on, change-of-control, bonus, incentive, deferred compensation, retirement,
supplemental retirement, retiree medical or life insurance, and any other plan, policy, program,
agreement, arrangement or Contract providing compensation or benefits, in each case, whether
written or oral, and (a) with or covering (including eligibility to participate) any Business
Employee (or the dependent or beneficiary thereof) to which Seller or any of its Subsidiaries or
Affiliates is a party, or (b) that is maintained, sponsored or contributed to by Seller or any of its
Subsidiaries or Affiliates for the benefit of any Business Employee, or to which Seller or any of
its Subsidiaries or Affiliates has or could reasonably be expected to have any Liability.
“Post-Closing Statement” has the meaning set forth in Section 2.8(c).
“Post-Closing Tax Period” has the meaning set forth in Section 5.3.2(b).
“Pre-Closing Tax Period” has the meaning set forth in Section 5.3.2(b).
“Privacy Policies” has the meaning set forth in Section 3.1.8(o).
“Processing” shall mean any operation or set of operations which is performed on
Personal Information, whether or not by automatic means, such as collection, recording,
organization, storage, access, storage, distribution, adaptation or alteration, retrieval, consultation,
use, disclosure by transmission, dissemination, transfer or otherwise making available, alignment
or combination, blocking, erasure or destruction.
“Public Statement” has the meaning set forth in Section 5.2.
“Purchase Price” means the Cash Purchase Price, plus the Assumed Liabilities.
“Purchased Assets” has the meaning set forth in Section 2.1.1.
“Purchased Books and Records” means all books and records data, databases,
taxonomies (including all Tax books records, Tax Returns and related workpapers or other
documents, but excluding Excluded Tax Returns), documents and files collected, held or used in
connection with the Business of Seller and its Subsidiaries, including (to the extent collected, held
or used in connection with the Business) all (a) vendor and supplier lists and associated
information, (b) customer data, together with all data held or collected in connection therewith
(in any data field), including all contact information, demographic information, transaction and
usage histories, registry information, loyalty program data (including with respect to customer
participation, loyalty tiers, reward balances and other information) and gift card information
(including with respect to usage, cards issued and balances), (c) customer opt-out or opt-in lists,
(d) current customer models, segmentation, life time value, share of wallet, probability to shop
and next product to buy, and other customer-based analyses or reports, (e) blog content, social
media content, analytics (including data relating to Internet Properties) visitor data, product
review and user-generated content (including images, text, video and all other content), (f) other
cost, pricing and sales data, (g) other information incorporated in or relating to any other
Purchased Asset (including the development, maintenance, use or operation thereof), and (h)
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usernames, passwords and credentials used to access, use, manage, maintain or renew any of the
foregoing.
“Purchased Contracts” has the meaning set forth in Section 2.1.1(a).
“Purchased Intellectual Property” means the Intellectual Property licensed to Seller or
its Subsidiaries under the Purchased Contracts, and all other Owned Intellectual Property.
“Purchased Leases” has the meaning set forth in Section 2.1.1(i).
“Purchased Products” means the products that are formulated and supplied by a third-
party to Seller and its Subsidiaries’ with Seller’s branding as of the Closing.
“Representatives” means a Party’s officers, directors, employees, agents, attorneys,
accountants, consultants, advisors, financing sources and other representatives.
“Restricted Cash” shall mean all cash held in escrow or as a security or other deposit,
held for or on behalf of any person, deposited with any person, or if usage of, or access to, cash
is restricted by Law, Contract, or otherwise, and/or if such cash is restricted in any manner
whatsoever, then including the amount of the fees, costs, expenses, interest, penalties, reductions,
withholdings, and/or Taxes or other levies imposed on, and/or related to, removing any
restrictions and/or limitations on the use, or repatriation, of such cash.
“Restructuring Support Agreement” means the Restructuring Support Agreement,
dated as of November 1, 2024, inclusive of all exhibits and schedules thereto, by and among the
Debtors, the Consenting First Lien Lenders, and any other Person that may become a party to
such agreement pursuant to its terms, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with its terms.
“Sale Hearing” means the hearing conducted by the Bankruptcy Court to approve the
Transactions.
“Sale Motion” has the meaning set forth in Section 5.8.1.
“Sale Order” has the meaning set forth in Section 5.8.1.
“Sanctioned Country” means any of Cuba, Iran, North Korea, Syria, and the Crimea
region or so-called Donetsk People’s Republic or Luhansk People’s Republic regions in Ukraine.
“Sanctioned Person” means any Person with whom dealings are restricted or prohibited
under any Sanctions, including (a) any Person identified in any list of Sanctioned Persons
maintained by (i) the U.S. Department of Treasury, Office of Foreign Assets Control or the U.S.
Department of State, (ii) His Majesty’s Treasury of the United Kingdom, (iii) the United Nations
or (iv) the European Union, (b) any Person located, organized, or resident in, organized in, or a
Governmental Authority or government instrumentality of, any Sanctioned Country and (c) any
Person directly or indirectly 50% or more owned or controlled by a Person described in clause
(a) or (b).
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“Sanctions” means all applicable Laws concerning economic sanctions.
“Secured Party Deliverables” means a written waiver and consent executed by the
Required Lenders under and as defined in the First Lien Credit Agreement and the Required
Supermajority Lenders under as defined in the DIP Credit Agreement (as defined in the DIP
Financing Order) in the form of Exhibit I attached hereto.
“Seller” has the meaning set forth in the Preamble.
“Seller 401(k) Plan” has the meaning set forth in Section 5.12.6.
“Seller Disclosure Schedules” means the disclosure schedules of Seller delivered by
Seller pursuant to this Agreement.
“Seller Expense Reimbursement” has the meaning set forth in Section 8.2.5.
“Seller Insurance Coverage” has the meaning set forth in Section 5.13.
“Seller’s Knowledge” or “Knowledge of Seller” means the actual knowledge of any one
of Andrew Laurence, Eric Seeton, Andrew Kaminsky and Tiffany McMillan-McWaters, in each
case after reasonable inquiry of applicable direct reports and without personal liability on the part
of any of them, other than Fraud.
“Seller Related Person” means Seller, its Affiliates, and each of Seller’s and its
Affiliates’ respective equity holders, stockholders, shareholders, officers, directors, employees,
partners, members, managers, agents, attorneys, representatives, heirs, trustees, trust
beneficiaries, successors and permitted assigns.
“Seller Software” has the meaning set forth in Section 3.1.8(a).
“Seller Source Code” has the meaning set forth in Section 3.1.8(k).
“Social Media Accounts” means social media profiles, accounts, addresses and handles
(including those made available through Facebook, X.com, YouTube, TikTok, or similar
platforms).
“Software” means all software, software platforms, computer programs, operating
systems, applications, firmware, user interfaces, application programming interfaces, and other
code, including all related source code, object code, application programming interfaces, data
files, databases, protocols, specifications, and all documentation relating to any of the foregoing.
“Store Cash” has the meaning set forth in Section 2.1.1(u).
“Store Employee” means an individual employed by Seller or any of its Subsidiaries who
is providing services at one of the Stores or Distribution Centers.
“Store Threshold” has the meaning set forth in Section 4.6.
“Store Transfer Date” has the meaning set forth in Section 5.12.2.
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“Stores” means the retail store locations leased by Seller and/or its Subsidiaries that are
set forth on Section 1.1.4 of Seller Disclosure Schedules.
“Straddle Period” means any taxable period that includes but does not end on the Closing
Date.
“Subsidiary” means, with respect to any Person, any entity of which at least a majority
of the securities or ownership interests having by their terms voting power to elect a majority of
the board of directors or other Persons performing similar functions is directly or indirectly owned
or controlled by such Person or by one or more of its respective Subsidiaries, or is under common
control with such Person. The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.
“Target Net Working Capital Amount” means $139,840,437.00.
“Tax Laws” has the meaning set forth in Section 2.3.2.
“Tax Reserve Liabilities” means any and all sales and use Taxes imposed with respect
operations of the Business in any taxable period (or portion thereof) ending on or before the
Closing Date.
“Tax Reserve Liability Amount” means $4,200,000.00.
“Tax Reserve Liability Proceedings” has the meaning set forth in Section 5.3.6.
“Tax Return” means any return, declaration, report, election, notice, filing, claim for
refund, information return or statement relating to Taxes, including any schedule or attachment
thereto, filed or maintained, or required to be filed or maintained, in connection with the
calculation, determination, assessment or collection of any Tax and includes any amended returns
required as a result of examination adjustments made by the IRS or other Taxing Authority.
“Taxes” means any and all taxes, charges, fees, customs, levies, duties, excises,
premiums, imposts, required deposits or other assessments of any kind whatsoever and however
denominated, including all federal, state, local or foreign net income, capital gains, gross income,
gross receipt, property, franchise, sales, use, excise, withholding, payroll, employment, social
security, worker’s compensation, unemployment, occupation, capital stock, transfer, registration,
recording, gains, windfall profits, environmental, net worth, asset, transaction and other taxes,
and any interest, penalties, fines or additions to tax with respect thereto, imposed upon any Person
by any Taxing Authority or other Governmental Authority under applicable Law.
“Taxing Authority” means any Governmental Authority or any quasi-governmental body
exercising tax regulatory authority.
“Third Party” means any Person other than Seller, Buyer and their respective Affiliates
and permitted successors and assigns.
“Top Suppliers” has the meaning set forth in Section 3.1.20.
“Trade Secrets” has the meaning set forth in the definition of Intellectual Property.
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“Trademark Assignment Agreement” means the Trademark Assignment Agreement, in
substantially the form attached hereto as Exhibit C.
“Trademarks” has the meaning set forth in the definition of Intellectual Property.
“Transactions” means the transactions contemplated by this Agreement and the Ancillary
Agreements.
“Transfer Taxes” has the meaning set forth in Section 5.3.2(a).
“Transferred Stores” means the Stores or the Distribution Centers that become
designated for assumption and assignment in accordance with Section 2.7.2.
“Transition Services Agreement” means the transition services agreement substantially
in the form attached hereto as Exhibit G.
“U.S.” or “United States” means the United States of America.
“Vitamin Shoppe Marks” has the meaning set forth in Section 5.15.
“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as
amended, or any similar Laws.
“Willful Breach” shall mean (a) Fraud or (b) a deliberate act or a deliberate failure to act,
in each case, in material breach of a covenant set forth in this Agreement or any Ancillary
Agreement.
1.2
Construction. Except where the context otherwise requires, wherever used, the
singular includes the plural, the plural the singular, the use of any gender shall be applicable to
all genders and the word “or” is used in the inclusive sense (and/or). The captions of this
Agreement are for convenience of reference only and in no way define, describe, extend or limit
the scope or intent of this Agreement or the intent of any provision contained in this Agreement.
The terms “include,” “includes” and “including” mean “include, without limitation,” “includes,
without limitation” and “including, without limitation,” respectively, and do not limit the
generality of any description preceding such term. The language of this Agreement shall be
deemed to be the language mutually chosen by the Parties and no rule of strict construction shall
be applied against either Party. Unless otherwise specified or where the context otherwise
requires, (a) references in this Agreement to any Article, Section, Schedule or Exhibit are
references to such Article, Section, Schedule or Exhibit of this Agreement; (b) references in any
Section to any clause are references to such clause of such Section; (c) “hereof,” “hereto,”
“hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement
refer to this Agreement as a whole and not to any particular provision of this Agreement;
(d) references to a Person are also to its successors and permitted assigns; (e) references to a Law
include any amendment or modification to such Law and any rules or regulations issued
thereunder, in each case, as in effect at the relevant time of reference thereto; (f) references to any
agreement, instrument or other document in this Agreement refer to such agreement, instrument
or other document as originally executed or, if subsequently amended, replaced or supplemented
from time to time, as so amended, replaced or supplemented and in effect at the relevant time of
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reference thereto; (g) “extent” in the phrase “to the extent” means the degree to which a subject
or other thing extends, and such phrase does not mean simply “if”; (h) all references to “made
available” means, when used with respect to any document or other item of information, that such
document or other item of information was provided or made available to Buyer in the “virtual
data room” prepared by Seller to which Buyer has been provided access prior to the date hereof;
(i) references to monetary amounts are denominated in United States Dollars and all references
to “$” shall be deemed to refer to United States dollars; and (j) references to “reasonable best
efforts” with respect to the Parties or their respective Affiliates means the efforts that a
commercially reasonable Person desirous of achieving a result would use in similar circumstances
to achieve that result as expeditiously as reasonably practicable. The Parties have participated
jointly in the negotiation and drafting of this Agreement and in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party (or
any Affiliate thereof) by virtue of the authorship of any of the provisions of this Agreement. The
headings of the sections and paragraphs of this Agreement have been inserted for convenience of
reference only and will in no way restrict or otherwise modify any of the terms or provisions of
this Agreement.
ARTICLE 2
SALE AND PURCHASE OF ASSETS; LIABILITIES
2.1
Sale of Purchased Assets.
2.1.1
Purchase and Sale of Purchased Assets. Upon the terms and subject
to the conditions of this Agreement and the Ancillary Agreements, at and effective as of the
Closing, and pursuant to sections 105, 363 and 365 of the Bankruptcy Code, Seller shall (or shall
cause its applicable Subsidiaries to), sell, transfer, convey, assign and deliver to Buyer, and Buyer
shall purchase, acquire and accept from Seller (or such Subsidiaries), all rights, title and interests
of Seller or its Subsidiaries in and to all of the assets, properties, interests, rights and Claims of
Seller and its Subsidiaries related to, or used in connection with, the Business (other than the
Excluded Assets), including the following assets related to, or used in connection with, the
Business (collectively, the “Purchased Assets”), in each case free and clear of any Encumbrances
(other than Permitted Encumbrances and Assumed Liabilities):
(a)
all rights and interests of Seller or its Subsidiaries under the
Contracts set forth in Section 2.7.1 of Seller Disclosure Schedules, which Section of Seller
Disclosure Schedules may be modified at the request of Buyer, up to 3:00 P.M. (Eastern Time)
on May 4, 2025 or as otherwise set forth in Section 2.7.2 (such Contracts, the “Purchased
Contracts”);
(b)
the Purchased Books and Records;
(c)
the Purchased Intellectual Property and the Business Internet
Properties, and the Mobile Platform, including all rights of action associated therewith;
(d)
all Permits that are listed on Section 2.1.1(d) of Seller Disclosure
Schedules, to the extent assignable or transferable;
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(e)
all Inventory;
(f)
to the extent available and in existence as of the date hereof and the
Closing, all advertising, marketing, sales and promotional materials samples, artwork,
photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer
presentations, drawings, recordings and similar material, and any other printed or written material
showing the heritage of any Trademarks, in each case used in connection with the Business;
(g)
all fax numbers and telephone numbers;
(h)
all pre-paid expenses and security deposits associated with the
Transferred Stores;
(i)
all rights and interests of Seller or its Subsidiaries under the Leases
set forth in Section 2.7.1 of Seller Disclosure Schedules, which Section of Seller Disclosure
Schedules may be modified at the request of Buyer, up to 3:00 P.M. (Eastern Time) on May 4,
2025 or as otherwise set forth in Section 2.7.2 hereto (such real property, the “Leased Real
Property,” and such Leases, the “Purchased Leases”);
(j)
the Purchased Products;
(k)
to the extent permitted by Law and applicable employment or
privacy policies communicated to Continuing Employees, copies of Seller’s Personnel Records
with respect to the Continuing Employees;
(l)
all Personal Property;
(m)
all Accounts Receivable;
(n)
all goodwill of Seller as a going concern and any goodwill related
to the Business, the Purchased Assets and the Assumed Liabilities;
(o)
all rights of Seller under any non-disclosure or confidentiality, non-
compete, non-interference or non-solicitation agreements with current and former employees and
agents of Seller or with third parties, in each case, related to the Purchased Assets or the Business
(or any portion thereof);
(p)
all rights of publicity, personality rights and similar rights relating
to, used in (or held for use in) or arising out of, the sale or marketing of any products or services
of the Business;
(q)
all Avoidance Actions against any of Seller’s vendors, suppliers,
customers or trade creditors with whom Buyer continues to conduct business in regard to the
Purchased Assets after the Closing and any of their Affiliates;
(r)
all Employee Equipment;
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(s)
the insurance policies set forth on Section 2.1.1(s) of Seller
Disclosure Schedules;
(t)
any Tax attributes that transfer to Buyer by automatic operation of
Law as a result of Buyer acquiring the Purchased Assets and any Tax refunds solely to the extent
such refunds relate to Assumed Taxes (“Buyer Tax Benefits”);
(u)
any cash on hand (whether in a cash register, safe, deposit box) at
a Transferred Store (“Store Cash”);
(v)
all unexpired transferrable warranties, indemnities or guarantees
from any third party related to the other Purchased Assets or Assumed Liabilities;
(w)
the Plans set forth on Section 2.1.1(w) of Seller Disclosure
Schedules; and
(x)
any Restricted Cash associated with the Transferred Stores.
2.1.2
Excluded Assets. Notwithstanding anything to the contrary in this
Agreement or in any Ancillary Agreement, (a) Buyer shall not acquire the Excluded Assets,
including any Contract (including Leases) set forth on Section 2.1.2 of Seller Disclosure
Schedules (each such Contract or Lease, an “Excluded Contract”), (b) the Purchased Assets
shall not include the Excluded Assets, and (c) Seller shall retain the Excluded Assets following
the Closing.
2.1.3
Retention of Rights. Notwithstanding anything to the contrary in
this Agreement or any Ancillary Agreement, Seller retains, on behalf of itself and its Affiliates, a
right to retain copies of all or any part of all documentation that Seller delivers to Buyer pursuant
to this Agreement as may be reasonably necessary to exercise its or its Affiliates’ respective rights
or perform its or its Affiliates’ respective obligations under this Agreement or any Ancillary
Agreement, for purposes of administration of the Chapter 11 Cases, and for purposes of
complying with Law.
2.2
Liabilities.
2.2.1
Assumed Liabilities. Upon the terms and subject to the conditions
of this Agreement, at the Closing, Seller shall (or shall cause its applicable Subsidiaries to) assign
to Buyer and Buyer shall assume from Seller or its applicable Subsidiaries and agree to pay and
discharge when due, only the following Liabilities of Seller and its Subsidiaries (other than the
Excluded Liabilities) arising out of the conduct of the Business or the ownership of the Purchased
Assets or the Business, in each case, immediately following the Closing (collectively, the
“Assumed Liabilities”):
(a)
all Liabilities arising under the Purchased Contracts and the
Purchased Leases that become due from and after, solely to the extent relating to facts,
occurrences or other circumstances first arising after, the Closing;
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(b)
(i) the “current liabilities” of the Business to the extent set forth in
the Net Working Capital Amount and (ii) the accounts payable, arising from the ownership of the
Purchased Assets or the conduct or operation of the Business from and after the Closing;
(c)
all Liabilities (i) arising from the employment or termination of any
Continuing Employees and currently engaged independent contractors whenever incurred or
arising, including any wages, salaries, commissions, or normal course bonuses or incentive
obligations with respect to the Continuing Employees and (ii) with respect to any accrued and
unused paid time off and sick time accrued prior to the Closing by any Continuing Employee to
the extent permitted by applicable Law to the extent set forth in the Net Working Capital Amount
(including any amounts required to be paid out by Seller under applicable Law, which amounts
shall be timely reimbursed to Seller by Buyer following the Closing);
(d)
all Liabilities for Transfer Taxes;
(e)
all Liabilities arising from the sale of merchandise pursuant to
product warranties, product returns and rebates from and after the Closing, in each case solely to
the extent arising out of the Purchased Contracts;
(f)
all Liabilities for gift cards, store credits, customer loyalty
programs, and gift certificates validly issued by Seller and/or its Subsidiaries prior to Closing
Date; and
(g)
(i) all Liabilities for Taxes with respect to the Purchased Assets, the
Assumed Liabilities, the Business, or the Continuing Employees with respect to any taxable
period (or portion thereof) beginning after the Closing Date and (ii) all Liabilities for Transfer
Taxes pursuant to Section 5.3.2 (such Taxes described in the immediately preceding clause (i)
and clause (ii), the “Assumed Taxes”);
(h)
all Liabilities arising for the Plans set forth on Section 2.1.1(w) of
Seller Disclosure Schedules from and after Closing; and
(i)
all Liabilities for Assumed Indebtedness (including the Liabilities
set forth in Exhibit H attached hereto with respect to (and not taking into account any caps or
amounts set forth in) clause (a) through (h) in the definition of Assumed Indebtedness) and which
shall include, for the avoidance of doubt, the Tax Reserve Liabilities.
2.2.2
Excluded Liabilities. Notwithstanding anything to the contrary in
this Agreement or any Ancillary Agreement, neither Buyer nor any of its Affiliates shall assume,
nor shall they be or become responsible for, any Excluded Liabilities or any Liabilities of Seller
or any of its Subsidiaries, other than the Assumed Liabilities. For greater certainty, the Excluded
Liabilities shall remain the sole obligation and responsibility of Seller and its Subsidiaries.
2.3
Consideration.
2.3.1
Purchase Price. Upon the terms and subject to the conditions of this
Agreement, in consideration of the conveyances contemplated under Section 2.1, Buyer shall:
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(a)
at the Closing, pay to Seller an amount equal to the Estimated Cash
Purchase Price, less the Deposit (together with any and all investment interest thereon, if any, that
is released to Seller), by wire transfer of immediately available funds to the account designated
by Seller by Notice to Buyer, such Notice to be provided at least five (5) Business Days prior to
the Closing Date (such amount, the “Closing Payment”); and
(b)
at the Closing, assume the Assumed Liabilities.
2.3.2
Allocation of Consideration. Buyer shall allocate the Purchase
Price (including the Assumed Liabilities or other amounts treated as part of the purchase price for
U.S. federal income Tax purposes, to the extent properly taken into account under applicable tax
laws “Tax Laws”), among the Purchased Assets in accordance with Section 1060 of the Code,
all other applicable Tax Laws and the methodology set forth in Section 2.3.2 of Seller Disclosure
Schedules (the “Allocation”) as soon as commercially practicable, but no later than forty-five
(45) days following the determination of the final Purchase Price, and shall deliver to Seller a
copy of such Allocation promptly after such determination for Seller’s review, comment and
consent (such consent not to be unreasonably withheld, conditioned or delayed). If Seller delivers
a written objection within thirty (30) days after receipt of the draft Allocation proposed by Buyer,
then Buyer and Seller shall negotiate in good faith to resolve any such objection, and, if Seller
and Buyer cannot resolve such dispute within thirty (30) days of Buyer’s receipt of Seller’s
objection, then the Accounting Firm shall resolve such dispute, with the costs of such resolution
to be allocated by such accounting firm between Buyer and Seller based upon the percentage of
the aggregate contested amount submitted to such accounting firm that is ultimately awarded to
Buyer, on the one hand, or Seller on the other hand, such that Buyer bears a percentage of such
costs and expenses equal to the percentage of the contested amount awarded to Seller and Seller
bears a percentage of such costs and expenses equal to the percentage of the contested amount
awarded to Buyer, and the resolution of such dispute shall be final and binding on the Parties.
Buyer and Seller (and their respective Affiliates) agree to file their respective IRS Form 8594 and
all federal, state and local Tax Returns in accordance with the Allocation and agree not to take
any position inconsistent with the Allocation in any Tax Return, in any refund claim, in any
litigation or otherwise, except as otherwise required by a “determination” as defined in Section
1313(a) of the Code (or corresponding provision of state or local law). To the extent of any
adjustment to the Purchase Price, Buyer shall revise the Allocation in accordance with this Section
2.3.2, including the methodology set forth in Section 2.3.2 of Seller Disclosure Schedules.
2.4
Closing. Pursuant to the terms and subject to the conditions of this Agreement, the
closing of the Transactions (the “Closing”) shall take place by telephone conference and
electronic exchange of documents, at 10:00 a.m. local time, on the third (3rd) Business Day
following satisfaction of all conditions (other than those that by their terms are to be satisfied or
taken at the Closing) set forth in Article 6 (or, to the extent permitted by applicable Law, waived
by the Party entitled to the benefits thereof), or such other time and place as the Parties may
mutually agree to in writing (such date of the Closing being hereinafter referred to as the “Closing
Date”); provided, that, in no event shall the Closing occur prior to May 15, 2025 without the prior
written consent of Buyer.
2.5
No Offset. Buyer’s obligations under this Article 2 shall not be subject to offset,
reduction, netting or recoupment.
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2.6
Deposit. At Closing, Buyer and Seller shall deliver Joint Written Instructions to
the Escrow Agent to release the Deposit (together with any and all investment interest thereon, if
any) to Seller in accordance with the Deposit Escrow Agreement.
2.7
Assumption/Rejection of Certain Contracts and Leases; Non-Assignment.
2.7.1
Section 2.7.1 of Seller Disclosure Schedules sets forth a true and
complete list, as of the date hereof, of (a) all executory Contracts which require expenditures
made or to be made by Seller or payments or amounts received or to be received by Seller in
excess of $100,000 in the twelve (12) months prior to the date hereof and unexpired Leases to
which any Seller is a party (excluding the Excluded Contracts), including Seller’s proposed Cure
Costs associated with each such Contract and unexpired Lease set forth therein, and (b) the
Purchased Contracts and Purchased Leases as of the date hereof.
2.7.2
From and after the date hereof until 3:00 P.M. (Eastern Time) on
May 4, 2025, Buyer may, in its sole discretion, (a) add any Contract or any Lease listed on
Section 2.7.1 of Seller Disclosure Schedules (or otherwise used in connection with the Business)
to the schedule of Purchased Contracts and Purchased Leases, (b) remove from the schedule of
Purchased Contracts and Purchased Leases any Contract listed on Section 2.7.1 of Seller
Disclosure Schedules and instead designate such Contract for rejection effective on and as of the
Closing or (c) remove from the schedule of Purchased Contracts and Purchased Leases any Lease
listed on Section 2.7.1 of Seller Disclosure Schedules and instead designate such Lease for
rejection effective on and as of the Closing; provided, that in the immediately preceding clauses
(a), (b), and (c), Buyer shall not be able to add any Contract or Lease to the schedule of Purchased
Contracts and Purchased Leases if such Contract or Lease is associated with a Store already in
the active process of Closing. The schedule of Purchased Contracts and Purchased Leases shall
be (and shall be deemed) modified or supplemented to reflect the additions or removals, as
applicable, of Leases and Contracts that are (i) designated for assumption and assignment or
(ii) designated for rejection, each as set forth in this Section 2.7.2.
2.7.3
Seller shall as promptly as reasonably practicable, but in any event
upon assumption of any Purchased Contract or Purchased Lease under this Section 2.7, pay all
Cure Costs (if any) in connection therewith (or as otherwise required).
2.7.4
Notwithstanding the foregoing and anything herein to the
contrary, a Contract or Lease shall not be assigned to, or assumed by, Buyer or its designee
hereunder to the extent that such Contract or Lease (a) is terminated by a Seller (pursuant to,
and in accordance with, the terms and conditions set forth herein) or the counterparty thereto, or
terminates or expires by and in accordance with its terms, on or prior to the Closing Date and is
not continued or otherwise extended upon assumption, or (b) requires a consent or authorization
from a Governmental Authority (other than, and in addition to, that of the Bankruptcy Court) in
order to permit the sale or transfer to Buyer or its designee of the applicable Seller’s rights under
such Contract or Lease, and such consent or authorization has not been obtained prior to the
Closing. In the event that any Purchased Contract or Purchased Lease is deemed not to be
assigned pursuant to clause (b) of this Section 2.7.4, the Closing shall nonetheless occur and,
thereafter, through the earlier of (i) such time as such consent or authorization is obtained, (ii)
twelve (12) months following the Closing (or the remaining term of such Contract or Lease or
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the closing of the Chapter 11 Cases, if shorter) and (iii) the date on which the Bankruptcy Court
enters an order confirming the Debtors’ chapter 11 plan on the docket of the Chapter 11 Cases,
Seller and Buyer shall (A) use reasonable best efforts to secure such consent or authorization as
promptly as practicable after the Closing, and (B) cooperate in good faith to allow Buyer or its
designee to perform the services thereunder on Seller’s behalf, in all cases, without infringing
upon the legal rights of any third party, including by good faith cooperation with any lawful and
commercially reasonable arrangement reasonably proposed by Buyer, including subcontracting,
licensing or sublicensing to Buyer any or all of any Seller’s rights and obligations with respect
to any such Contract or Lease, under which (1) Buyer shall obtain (without infringing upon the
legal rights of such third party or violating any Law) the economic rights and benefits under
such Contract or Lease with respect to which the consent and/or authorization has not been
obtained, and (2) Buyer shall assume any related burden (net of the amount of any related Tax
benefit obtained by Seller or its Affiliates) and obligation (including performance) with respect
to such Contract or Lease. Upon satisfying all such requisite consent or authorization
requirements applicable to such Contract or Lease after the Closing, such Contract or Lease shall
promptly be assumed and assigned to Buyer in accordance with the terms of this Agreement.
2.8
Cash Purchase Price.
(a)
At least two (2) Business Days before the Closing, Seller shall
prepare and deliver to Buyer a written statement (the “Closing Statement”) setting forth in
reasonable detail its good faith estimate of (i) Net Working Capital Amount, as of the
Determination Time (the “Estimated Net Working Capital Amount”), (ii) the Assumed
Indebtedness, as of the Closing (the “Estimated Assumed Indebtedness”), and (iii) based upon
the immediately preceding clause (i) and clause (ii), the resulting Estimated Cash Purchase Price.
Seller will prepare the Closing Statement and all items included therein consistent with this
Agreement (including the definitions herein) and the Accounting Policies, which statement shall
be substantially in the form of Exhibit E attached hereto (in the case of the Estimated Net Working
Capital Amount) and Exhibit H attached hereto (in the case of the Estimated Assumed
Indebtedness). During the period after the delivery of the Closing Statement and prior to the
Closing Date, Buyer shall have an opportunity to review the Closing Statement and Seller shall
provide Buyer and its Representatives reasonable access during normal business hours to all
properties, books and records relating thereto and the officers and other employees and advisors
of Seller and its Affiliates, in each case, to the extent reasonably necessary to assist Buyer and its
Representatives in their review of the Closing Statement; provided, that such access shall be in a
manner that does not interfere with the normal business operations of Seller and its Subsidiaries.
Seller shall in good faith consider any questions or comments received from Buyer regarding the
Closing Statement; provided, that, to the extent that Buyer and Seller disagree as to any one or
more items, then with respect to such item, the amount of such item set forth in the Closing
Statement sent by Seller shall be used for purposes of calculating the Estimated Cash Purchase
Price; provided, however, that, Buyer’s acceptance of the Estimated Cash Purchase Price as
proposed by Seller (or as otherwise agreed by Buyer and Seller pursuant to this Section 2.8(a))
will not be deemed to waive or otherwise impair any rights of Buyer relating to its preparation of
the Post-Closing Statement and the adjustments to the Estimated Cash Purchase Price or the Cash
Purchase Price pursuant to this Agreement, or waive, limit or otherwise modify any of its rights
or remedies under this Agreement.
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(b)
Subsequent to the Closing and subject to this Section 2.8 (as
applicable), the Estimated Cash Purchase Price shall be increased (if the Net Adjustment Amount
is positive) or decreased (if the Net Adjustment Amount is negative) by the absolute value of the
Net Adjustment Amount (which may be negative or positive); provided, that if the absolute value
of the Net Adjustment Amount is less than or equal to 500,000.00, the Net Adjustment Amount
shall be deemed to be zero ($0). “Net Adjustment Amount” means an amount equal to the net
result of (i) the amount by which Final Net Working Capital exceeds the Estimated Net Working
Capital Amount (if any) (the “Net Working Capital Surplus”), less (ii) the amount by which the
Estimated Net Working Capital Amount exceeds the Final Net Working Capital (if any) (the “Net
Working Capital Shortfall”), plus (iii) the amount (if any) by which Estimated Assumed
Indebtedness exceeds Final Assumed Indebtedness, less (iv) the amount (if any) by which Final
Assumed Indebtedness exceeds Estimated Assumed Indebtedness.
(c)
As soon as reasonably practicable, but no later than thirty (30) days
after the Closing Date, Buyer shall (i) prepare a statement of (A) the calculation of Net Working
Capital Amount, as of the Determination Time, (B) the Assumed Indebtedness, as of the Closing,
and (C) based upon the immediately preceding clause (A) and clause (B) (and taking into account
the Net Adjustment Amount, including the limitation set forth in the proviso in the first sentence
of Section 2.8(b)), the resulting Cash Purchase Price as if (and solely for this purpose) such Net
Working Capital Amount is the Final Net Working Capital and such Assumed Indebtedness is
the Final Assumed Indebtedness (the “Post-Closing Statement”), and (ii) deliver the Post-
Closing Statement to Seller. The Post-Closing Statement shall be prepared in good faith consistent
with this Agreement (including the definitions herein) and the Accounting Policies, which
statement shall be substantially in the form of Exhibit E attached hereto (in the case of the Net
Working Capital Amount) and Exhibit H attached hereto (in the case of the Assumed
Indebtedness). The Parties agree that (1) in determining the Final Net Working Capital, the Final
Assumed Indebtedness, and the related adjustment contemplated by this Section 2.8(c), no Party
will be permitted to introduce judgments, accounting methods, policies, principles, practices,
procedures, assumptions, conventions, categorizations, definitions, techniques (including in
respect of management’s exercise of judgment), classifications or estimation methodologies
different than those set forth in the Accounting Policies, and (2) the Post-Closing Statement shall
not include any purchase accounting or other adjustment arising out of the consummation of the
Transactions and shall not be impacted by any changes requested by Buyer between the Closing
and the delivery of the Post-Closing Statement. Without the prior consent of Seller pursuant to
this Section 2.8, Buyer shall not have the right to modify the Post-Closing Statement or any items
or amounts set forth therein after Buyer delivers the Post-Closing Statement to Seller. If Buyer
does not deliver the Post-Closing Statement to Seller within thirty (30) days after the Closing
Date, Seller (acting in its sole discretion) may elect by written notice to Buyer to deem the Closing
Statement as the Final Post-Closing Statement that is final, binding and non-appealable by the
Parties.
(d)
In connection with the review of the Post-Closing Statement by
Seller, Buyer shall provide Seller and its Representatives with reasonable access to the books and
records, personnel and facilities of the Business (in each case upon reasonable advance notice in
writing and during normal business hours in a manner that does not unreasonable interfere with
the Business). Furthermore, Seller shall have the right to review the work papers of Buyer
underlying or utilized in preparing the Post-Closing Statement and the calculation of the Cash
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Purchase Price set forth therein; provided, however, that the independent accountants of the
Business, if any, shall not be obligated to make any such work papers available to Seller unless
and until Seller has signed a customary confidentiality agreement relating to such access to such
work papers in form and substance reasonably acceptable to such independent accountants.
(e)
Within fourteen (14) days after its receipt of the Post-Closing
Statement, Seller shall inform Buyer in writing either (i) that the Post-Closing Statement is
acceptable or (ii) of any objection to the Post-Closing Statement, setting forth in reasonable detail
the basis for such objection and the specific adjustment to amounts, determinations and
calculations set forth on the Post-Closing Statement that Seller believes should be made, including
specific dollar amounts of adjustments necessary (an “Objection Notice”). If an Objection Notice
is timely delivered within such fourteen (14) day period, Buyer and Seller shall negotiate in good
faith to resolve each dispute raised therein (each, a “Disputed Item”). Any amounts that are not
a Disputed Item on the Objection Notice shall be final, conclusive, binding and non-appealable
on the Parties. If Buyer and Seller, notwithstanding such good faith efforts, fail to resolve any
Disputed Item within five (5) days after Seller timely delivers an Objection Notice or such longer
period of time as the Parties may mutually agree in writing, then Buyer and Seller shall jointly
engage the Accounting Firm to resolve only any remaining Disputed Items as soon as practicable
thereafter (but in any event, within ten (10) days after engagement of the Accounting Firm or such
longer period as the Accounting Firm may reasonably require), which resolution must be in
writing and set forth in reasonable detail the basis therefor; provided, that, all negotiations and
discussions between Buyer and Seller regarding the matters specified on the Objection Notice
shall (unless otherwise agreed to in writing by Buyer and Seller) be governed by Rule 408 of the
U.S. Federal Rules of Evidence and any comparable applicable state rule of evidence. The
amounts, determinations and calculations (or any component thereof) contained in the Post-
Closing Statement shall become final, conclusive, binding and non-appealable on the Parties at
the following times:
i.
in the event that Seller has informed Buyer in writing that the Post-Closing
Statement is acceptable pursuant to this Section 2.8(e), the date on which Seller
so informs Buyer (in which case such amounts, determinations and
calculations (or any component thereof) shall be as set forth in the Post-
Closing Statement delivered or deemed to be delivered pursuant to Section
2.8(c));
ii.
in the event that Seller does not deliver an Objection Notice to Buyer pursuant
to this Section 2.8(e) within fourteen (14) days after receipt of the Post-Closing
Statement, on the next Business Day following the expiration of such period
(in which case such amounts, determinations and calculations (or any
component thereof) shall be as set forth in the Post-Closing Statement
delivered pursuant to Section 2.8(c));
iii.
in the event that Seller has delivered an Objection Notice to Buyer pursuant to
this Section 2.8(e), the date of an agreement in writing by Buyer and Seller
that such amounts, determinations and calculations (or any component thereof)
that are the subject of such Objection Notice, together with any modifications
thereto agreed to by Buyer and Seller, are final, conclusive, binding and non-
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appealable (in which case such amounts, determinations and calculations (or
any component thereof) shall be as agreed upon by Buyer and Seller); and
iv.
in the event that Buyer and Seller engage the Accounting Firm to resolve any
remaining Disputed Items pursuant to this Section 2.8(e), the date on which
the Accounting Firm issues its written resolution of such Disputed Items (in
which case such amounts, determinations and calculations (or any component
thereof) shall be as resolved by the Accounting Firm pursuant to this Section
2.8(e) with respect to all Disputed Items submitted to the Accounting Firm,
and shall otherwise be as set forth in the Post-Closing Statement delivered
pursuant to Section 2.8(c), together with any modifications thereto agreed to
by Buyer and Seller).
(f)
At such time determined in accordance with this Section 2.8, the
Post-Closing Statement as so agreed (or deemed agreed) or determined shall be the “Final Post-
Closing Statement” for purposes of this Agreement, and shall be final, conclusive, binding and
non-appealable (absent fraud, willful misrepresentation or mathematical or manifest error and
such determination may be entered and enforced in accordance with Section 9.1.2) on the Parties
and shall be used for the adjustment of the Cash Purchase Price, if any, pursuant to Section 2.8(i).
The statements of (i) Net Working Capital as of the Determination Time set forth in the Final
Post-Closing Statement shall be the “Final Net Working Capital” for purposes of this
Agreement and (ii) Assumed Indebtedness as of the Closing set forth in the Final Post-Closing
Statement shall be the “Final Assumed Indebtedness” for purposes of this Agreement.
(g)
In resolving any Disputed Item, the Accounting Firm (i) shall act
as an expert and not as an arbitrator, (ii) shall be bound by the provisions of this Section 2.8(g),
(iii) shall not assign a value to any Disputed Item greater than the greatest value claimed for such
Disputed Item or less than the smallest value for such Disputed Item claimed by either Buyer in
the Post-Closing Statement or Seller in the Objection Notice, (iv) shall limit its determination to
each unresolved Disputed Item, (v) shall make its determination based solely on presentations by
Buyer and Seller which are in accordance with the guidelines and procedures set forth in this
Agreement and not on the basis of independent review; provided, that, the Accounting Firm may
make reasonable requests for additional information from Buyer and Seller, (vi) may not consider
for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either
Seller or Buyer unless otherwise agreed in writing by Seller and Buyer, and (vii) shall have
exclusive jurisdiction over any disputes arising out of or relating to the calculation of, and any
adjustments to, the Closing Payment; provided, that upon the determination of the Accounting
Firm, such determination may be entered and enforced in any court of competent jurisdiction in
accordance with Section 9.1.2.
(h)
For purposes of complying with this Section 2.8, Buyer and Seller
shall furnish to each other and to the Accounting Firm such work papers and other documents and
information relating to the Disputed Items as the Accounting Firm may require and that are
available to the Party (or its independent public accountants) from whom such documents or
information are requested. The Accounting Firm shall deliver its determination of the Disputed
Items to Buyer and Seller in writing, together with a reasonable basis for its determination of each
Disputed Item. In no event shall either Party engage in ex parte communications with the
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Accounting Firm with respect to any Disputed Item until the Accounting Firm issues its final
determination of the Disputed Items. The fees and expenses of the Accounting Firm incurred
pursuant to this Section 2.8 shall be allocated between Buyer and Seller in inverse proportion to
their success on the unresolved Disputed Items, i.e., (i) Buyer shall be responsible for that portion
of the fees and expenses multiplied by a fraction, the numerator of which is the aggregate Dollar
value of the Disputed Items submitted to the Accounting Firm that are resolved against Buyer (as
finally determined by the Accounting Firm) and the denominator of which is the total Dollar value
of the Disputed Items so submitted and (ii) Seller shall be responsible for the remaining amount
of fees and expenses. In the event of any dispute regarding such allocation, the Accounting Firm
shall determine the allocation of its fees and expenses as between Buyer and Seller in accordance
with such allocation methodology, such determination to be final and binding on both Buyer and
Seller. Except as otherwise set forth in Section 2.8(b) and this Section 2.8(h), the fees and
expenses of Seller and its Representatives incurred in connection with the Post-Closing Statement
and any Disputed Items shall be borne by Seller, and the fees and expenses of Buyer and its
Representatives incurred in connection with the Post-Closing Statement and any Disputed Items
shall be borne by Buyer.
(i)
If the Cash Purchase Price (as finally determined in the Final Post-
Closing Statement): (A) is less than the Estimated Cash Purchase Price and the Net Adjustment
Amount is not deemed to be zero ($0), then within three (3) Business Days after the Cash Purchase
Price is finally determined in the Final Post-Closing Statement, Seller shall repay to Buyer an
amount equal to the difference between the Cash Purchase Price and the Estimated Cash Purchase
Price by wire transfer of immediately available funds to the bank accounts designated by Buyer
in writing; or (B) exceeds the Estimated Cash Purchase Price and the Net Adjustment Amount is
not deemed to be zero ($0), then within three (3) Business Days after the Cash Purchase Price is
finally determined in the Final Post-Closing Statement, Buyer shall pay (or Buyer shall cause to
be paid) to Seller an amount equal to the difference (if any) between the Cash Purchase Price and
the Estimated Cash Purchase Price by wire transfer of immediately available funds to the bank
accounts designated by Seller in writing. The amounts in this Section 2.8(i) shall be exclusive of
any fees and expenses owed to the Accounting Firm by any Party pursuant to Section 2.8(h). If
the Net Adjustment Amount is deemed to be zero ($0), the Estimated Cash Purchase Price is the
Cash Purchase Price.
(j)
This Section 2.8 shall be the sole and exclusive remedy of the
Parties with respect to the determination of the Cash Purchase Price; provided, however, that in
no event shall Buyer or Seller be entitled to any duplicative recovery as a result of the rights and
remedies afforded in this Agreement and the Ancillary Agreements.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of Seller. Seller represents and warrants to
Buyer as of the date hereof (except with respect to representations and warranties made as of a
particular date, which shall be deemed to be made only as of such date) as follows, with each such
representation and warranty subject to such exceptions, if any, as are set forth in the corresponding
section of Seller Disclosure Schedules. Disclosures in any section or paragraph of Seller
Disclosure Schedules shall be deemed disclosed with respect to any other sections or paragraphs
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of this Agreement to the extent that it is readily apparent from the face of such disclosure that
such disclosure is applicable to such other sections or paragraphs.
3.1.1
Organization; Good Standing; Qualification. Seller is a limited
liability company validly existing and in good standing under the Laws of the State of Delaware.
Seller is duly qualified to carry on business in each jurisdiction in which the nature or character
of the properties and assets owned, leased or operated by it, including for greater certainty, the
Purchased Assets, or the nature of its business or activities, including for greater certainty, the
operation of the Business, makes such qualification necessary, except where the failure to be so
qualified would not reasonably be expected to have a Material Adverse Effect.
3.1.2
Authority and Enforceability. Seller has the requisite power,
authority and capacity to enter into this Agreement and the Ancillary Agreements to which it is
or will be a party and, subject to the requisite Bankruptcy Court approvals and Sale Order, to
perform its obligations hereunder or thereunder and to complete the Transactions. The execution
and delivery of this Agreement and each Ancillary Agreement to which Seller is or will be a party,
the performance of the obligations hereunder or thereunder and the consummation of the
Transactions have been, or will be at or prior to Closing, duly authorized by all necessary action
on the part of Seller. This Agreement and each of the Ancillary Agreements to which Seller is or
will be a party, have been, or will be at or prior to Closing, duly executed and delivered by Seller,
and, subject to the Bankruptcy Court’s requisite approvals and entry of the Sale Order, constitute
or will constitute a legal, valid and binding obligation of Seller, enforceable against it in
accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and other similar Laws relating to
limitations of actions or affecting the availability of equitable remedies and the enforcement of
creditors’ rights generally and by general principles of equity (the “Enforceability Exceptions”).
3.1.3
Authorizations and Consents. Except for (a) the entry of the Sale
Order and, as applicable, the expiration or waiver by the Bankruptcy Court of the applicable 14-
day period set forth in Rule 6004(h) of the Bankruptcy Rules and (b) the items disclosed in
Section 3.1.3 of Seller Disclosure Schedules, no material Order, Permit, license, consent,
approval, waiver, notification or filing, in each case, with a Governmental Authority, is required
on the part of Seller for the execution and delivery by Seller of this Agreement, the performance
by Seller of its obligations hereunder or thereunder and the consummation of the Transactions,
including, for greater certainty, the transfer of the Purchased Assets.
3.1.4
No Broker. Except as disclosed in Section 3.1.4 of Seller
Disclosure Schedules, Seller has not used any broker or finder in connection with the Transactions
for which Buyer is or will become liable.
3.1.5
Litigation. Section 3.1.5 of Seller Disclosure Schedules sets forth a
list of all material Litigation to which Seller or any of its Subsidiaries is a party as of the date
hereof relating to any of the Purchased Assets, the Assumed Liabilities, or the Business. Except
for the Chapter 11 Cases and the Litigation listed on Section 3.1.5 of Seller Disclosure Schedules,
there are no, and since the Look-Back Date to the date hereof there has not been any, material
Litigation pending or, to Seller’s Knowledge, threatened against the Purchased Assets or, to the
extent involving or related to the operations or conduct of the Business (including with respect to
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any current or former employees or other individual service providers who provided services to
the Business), against Seller or its Subsidiaries. Except as set forth on Section 3.1.5 of Seller
Disclosure Schedules, as of the date hereof, there are no material Orders of or by a court of
competent jurisdiction or other Governmental Authority outstanding against Seller with respect
to the Business or any of the Purchased Assets, except for the Chapter 11 Cases.
3.1.6
No Violation. Subject to (a) the entry of the Sale Order and, as
applicable, the expiration or waiver by the Bankruptcy Court of the applicable 14-day period set
forth in Rule 6004(h) of the Bankruptcy Rules and (b) the items disclosed in Section 3.1.6 of
Seller Disclosure Schedules, the execution and delivery by Seller of this Agreement and each
Ancillary Agreement to which it is or will be a party, the performance by Seller of its obligations
hereunder or thereunder and the consummation of the Transactions do not and will not: (i) result
in a violation of any Law applicable to Seller; (ii) result in a breach of, or conflict with, the
constituent documents of Seller; (iii) result in a breach of, or default (with or without notice or
lapse of time, or both) under or give rise to a right of termination, modification or cancelation of
any obligations under, or result in the loss of any rights or the imposition or acceleration of
obligations under, any Material Contract; or (iv) result in the creation of any Encumbrance (other
than any Permitted Encumbrance) upon the Purchased Assets other than Encumbrances created
by Buyer and assumption of the Assumed Liabilities, in each case, except as would not be material
to the Business or the Purchased Assets.
3.1.7
Purchased Assets; No Material Dispositions.
(a)
Except as set forth in Section 3.1.7(a) of Seller Disclosure
Schedules, Seller has good and valid title to, a valid leasehold interest in or the right to use, all of
the Purchased Assets that is necessary for Seller to operate the Business in all material respects.
Upon the entry and effectiveness of the Sale Order, Seller will have the power and right to sell,
assign, transfer, convey and deliver, as the case may be, to Buyer the Purchased Assets, free and
clear of all Encumbrances other than Permitted Encumbrances and Assumed Liabilities. Other
than Encumbrances that will be released upon the entry and effectiveness of the Sale Order, Seller
owns or has rights to, and upon delivery to Buyer at the Closing will transfer to Buyer, good title
to or a valid leasehold interest in all of the Purchased Assets, free and clear of all Encumbrances,
except for Permitted Encumbrances and Assumed Liabilities.
(b)
Other than the Excluded Assets and the rights and services to be
provided under the Transition Services Agreement, the Purchased Assets constitute substantially
all of the properties, assets and rights used by Seller and its Subsidiaries necessary to conduct and
operate the Business in substantially the same manner as conducted by Seller and its Subsidiaries
before the Closing.
(c)
Other than the Excluded Assets and the rights and services to be
provided under the Transition Services Agreement, no other Person (other than Seller and its
Subsidiaries) owns any assets that are material to operate the Business in substantially the same
manner as conducted by Seller and its Subsidiaries before Closing.
(d)
Since the Look-Back Date, Seller has not sold or disposed of any
assets (including any licenses, assignments, transfers, or abandonments of Intellectual Property
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or tangible embodiments thereof) that are material to the Business or the Purchased Assets, other
than (i) for sales of the Inventory, expiration of any registered or issued Intellectual Property in
accordance with its maximum statutory term and non-exclusive licenses granted in the Ordinary
Course and (ii) expirations or terminations of Leases in accordance with the terms of such Leases
or negotiated terminations of Leases.
3.1.8
Intellectual Property.
(a)
Section 3.1.8(a) of Seller Disclosure Schedules sets forth a correct
and complete list of (i) all Owned Intellectual Property that is registered, issued, or the subject of
an application for registration or issuance, including Patents, Trademarks, and Copyrights, (ii)
material unregistered Trademarks, and (iii) Proprietary Software included in the Owned
Intellectual Property (“Seller Software”). All Intellectual Property set forth on Section 3.1.8(a)
of Seller Disclosure Schedules is subsisting, and, to Seller’s Knowledge, valid and enforceable.
All applications and registrations for Owned Intellectual Property are in the name of one of Seller
or a Subsidiary. The Purchased Intellectual Property, collectively with the Intellectual Property
set forth in Section 3.1.8(a) of Seller Disclosure Schedules, includes all material Intellectual
Property used in or necessary for the operation of the Business as conducted since the Look-Back
Date.
(b)
Section 3.1.8(b) of Seller Disclosure Schedules contains a correct
and complete list of all material Social Media Accounts used by Seller or its Subsidiaries in the
Business. The use of the Social Media Accounts by Seller and its Subsidiaries have complied with
all terms and conditions or terms of use applicable to the Accounts in all material respects.
(c)
Seller or its Subsidiaries own all right, title and interest in and to,
free and clear of all Encumbrances (other than Permitted Encumbrances) all Owned Intellectual
Property, and have a valid right to use, under a Purchased Contract, all other Purchased
Intellectual Property. Neither Seller nor any of its Subsidiaries have entered into any agreement
granting any license or other rights to any Purchased Intellectual Property that could materially
limit or restrict the ability of Buyer to use, assert, enforce, or otherwise exploit any Purchased
Intellectual Property.
(d)
To Seller’s Knowledge, no Governmental Authority, educational
institution or research center has any claim or right in or to any Owned Intellectual Property.
(e)
Since the Look-Back Date, no current or former employee,
independent contractor, or consultant has asserted any claim, right, or interest in or to any material
Owned Intellectual Property. All Persons who have contributed, developed or conceived any
material Owned Intellectual Property have done so pursuant to an agreement that protects the
confidential information of Seller or its Subsidiaries and effectively grants the employing or
contracting entity exclusive ownership of the Person’s contribution, development or conception
pursuant to a present-tense assignment grant or by operation of law.
(f)
To Seller’s Knowledge, (i) the operation of the Business has not,
since the Look-Back Date, infringed, misappropriated or violated any Intellectual Property of any
Third Party and (ii) no Claims or actions are pending or threatened in writing (A) regarding
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infringement, misappropriation, dilution, or other violation of the Intellectual Property of any
Person against Seller or its Subsidiaries in respect of the conduct or operation of the Business by
Seller or its Subsidiaries, or (B) challenging the ownership, validity, enforceability or use of any
Owned Intellectual Property (except, in each case, for non-final office actions).
(g)
To Seller’s Knowledge, Seller and its Subsidiaries have all
consents, authorizations, permissions, and/or waivers necessary to use any names, images,
likenesses, quotes, or other personal indicia of any individual as so used by Seller and its
Subsidiaries as of the date hereof.
(h)
Since the Look-Back Date, Seller and its Subsidiaries have taken
commercially reasonable steps designed to protect and preserve the confidentiality of all material
Trade Secrets and to Seller’s Knowledge all use or disclosure thereof by or to any third party has
been pursuant to the terms of a written confidentiality agreement between such third party and
Seller or its Subsidiaries, and Seller and its Subsidiaries have complied in all material respects
with all of its confidentiality obligations under each Contract to which such Person is a party.
(i)
Seller and its Subsidiaries do not use and have not used any Open
Source Software (i) in a manner that would grant or purport to grant to any Person any rights to
or immunities under any of the material Owned Intellectual Property, or (ii) under any license
requiring Seller or its Subsidiaries to: (A) disclose or distribute the source code included in the
material Owned Intellectual Property; (B) to license or provide the source code included in the
Owned Intellectual Property for the purpose of making derivative works; or (C) to make available
for redistribution to any Person the source code included in the material Owned Intellectual
Property at no charge.
(j)
Seller Software does not contain, link to, or use any artificial
intelligence or machine learning based platforms, engines, models (including any large language
models or foundational models) or systems (“Artificial Intelligence Systems”). To Seller’s
Knowledge, no material Owned Intellectual Property or material confidential information are
used in a manner where they become part of an Artificial Intelligence System or are accessible
for any secondary use by any third party (including any third party provider of an Artificial
Intelligence System).
(k)
Neither Seller nor its Subsidiaries, nor any other party acting on
behalf of Seller or its Subsidiaries has disclosed or delivered to any third party (including an
escrow agent), or permitted the disclosure or delivery by any escrow agent or other party of, any
Seller Software or source code constituting material Owned Intellectual Property (“Seller Source
Code”). No event has occurred, and no circumstance or condition exists, that (with or without
notice or lapse of time, or both) will, or would reasonably be expected to, require the disclosure
or delivery by Seller or its Subsidiaries, or any other party acting on behalf of Seller or its
Subsidiaries to any third party of any Seller Source Code, other than disclosures or deliveries
made to any Independent Contractors in the Ordinary Course. Neither the execution of the
Transaction documents nor the consummation of any of the Transaction, in and of itself, would
reasonably be expected to result in the release of any Seller Source Code from escrow.
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(l)
To Seller’s Knowledge, no Person is, or has been since Look-Back
Date, infringing, misappropriating or otherwise violating any Owned Intellectual Property, and
no such Claims have been asserted or threatened against any Person by Seller or to Seller’s
Knowledge, any other Person, since the Look-Back Date.
(m)
Since the Look-Back Date, Seller and its Subsidiaries are in
material compliance with, and have complied with, all Data Privacy Laws with respect to the
collection, use, processing, storage, transfer, and security of Personal Information. The
Transactions will not, as of the Closing, violate in any material respect Seller and its Subsidiaries
Privacy Policies, Laws or Contracts relating to the use, dissemination, or transfer of Personal
Information.
(n)
To Seller’s Knowledge, no Governmental Authority or other
Person has commenced or threatened any litigation or other written complaint, audit, proceeding,
fines, judgments, claim or investigation related to Seller and its Subsidiaries collection, use,
processing, storage, transfer, and security of Personal Information in any jurisdiction in which
any of Seller and its Subsidiaries operate the Business.
(o)
Seller and its Subsidiaries are in compliance in all material respects
with and since the Look-Back Date have complied in all material respects with (i) all provisions
in Contracts that impose restrictions or conditions on the collection, use, processing, storage,
transfer, and security of Personal Information, and (ii) all internal privacy and data security
policies as well as privacy policies or statements posted on or in any website, application or other
digital service owned or operated by Seller and its Subsidiaries in connection with the Business
(collectively, “Privacy Policies”).
(p)
Since the Look-Back Date, there has been no malfunction, failure,
continued substandard performance, denial-of-service, or other cyber incident, including any
cyberattack, or other impairment of Seller and its Subsidiaries IT Systems that has resulted in a
material disruption or damage to the business of Seller and its Subsidiaries and that has not been
remedied in all material respects. Seller and its Subsidiaries have commercially reasonable
administrative, technical and physical safeguards designed to protect the confidentiality, privacy
and security of Personal Information. Since the Look-Back Date, Seller nor its Subsidiaries have
not experienced: (i) any material unauthorized access to or acquisition of information that
compromises the security, confidentiality or integrity of Personal Information held or processed
by or on behalf of Seller or its Subsidiaries or otherwise in the possession, custody or control of
Seller and its Subsidiaries; (ii) any material unauthorized disclosure of, access to or use of
Personal Information or (iii) any material unauthorized intrusion into any IT Systems containing
Personal Information that results in unauthorized access or access in excess of authorization.
(q)
To the extent necessary or required, Seller and its Subsidiaries are
in material compliance, and has been in material compliance since the Look-Back Date, with PCI
DSS.
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3.1.9
Benefit Matters.
(a)
Section 3.1.9(a) of Seller Disclosure Schedules lists each material
Plan. With respect to each material Plan, Seller has made available to Buyer (to the extent
applicable) accurate and complete copies of: (i) the current plan document and all amendments
thereto (or, if such Plan is not reduced to writing, a written summary of the material terms thereof);
(ii) the most recent summary plan description together with each subsequent summary of material
modifications thereto; and (iii) the most recent determination letter or pre-approved plan advisory
or opinion letter, if any, issued by the IRS.
(b)
Each Plan (and each related trust, insurance Contract or fund) is
and has been established, maintained, operated and administered in all material respects in
accordance with the express terms of such Plan and with the requirements of ERISA, the Code
and other applicable Law. All contributions, distributions, reimbursements and premium
payments with respect to a Plan that are due by Seller or any of its Subsidiaries have in all material
respects been timely made for any period ending on or before the Closing Date, and any such
amounts that are not yet due, have been properly accrued in accordance with GAAP. Each Plan
that is intended to be qualified within the meaning of section 401(a) of the Code has received a
favorable determination letter or opinion letter, as applicable, from the IRS or may rely upon a
favorable determination, advisory or opinion letter from the IRS, and, to Seller’s Knowledge,
nothing has occurred and no facts circumstances exist that would reasonably be expected
adversely affect the qualified status of such Plan that would result in material Liability to the
Business. As of the date of this Agreement, there are no pending or, to Seller’s Knowledge,
threatened (i) investigations by any Governmental Authority involving the Plans, or (ii) Claims
or Litigation with respect to any Plans (other than routine claims for benefits and their appeals),
in each case, that would result in material Liability to the Business.
(c)
No Plan is, and neither Seller nor its Subsidiaries sponsors,
maintains, contributes to or is obligated to contribute to, or has or could reasonably be expected
to have any Liability with respect to (including on account of an ERISA Affiliate), any: (i)
multiemployer plan (within the meaning of section 3(37) of ERISA (a “Multiemployer Plan”)
or section 4001(a)(3) of the Code); (ii) “multiple employer plan” as described in section 413(c)
of the Code; (iii) “multiple employer welfare arrangement” (within the meaning of section 3(40)
of ERISA); or (iv) a defined benefit pension plan (as defined in section 3(35) of ERISA) or any
plan, program or arrangement that is or was at any time subject to Title IV of ERISA or subject
to the minimum funding standards of section 302 of ERISA or sections 412 or 430 of the Code.
No Plan provides that is an “employee welfare benefit plan” as defined in section 3(1) of ERISA
provides, and Seller and its Subsidiaries have no obligation to provide, any current or former
officer, director, manager, employee or individual contractor or consultant (including the
Business Employees) retiree medical, disability or life insurance benefits, except as required by
section 4980B of the Code, Part 6 Title I of ERISA or similar applicable state Law (“COBRA”).
(d)
Seller and its Subsidiaries have not incurred (whether or not
assessed) any Tax or other penalty with respect to the reporting requirements under sections 6055
and 6056 of the Code, as applicable, or under sections 4980B, 4980D or 4980H of the Code, in
each case, that would result in material Liability to the Business. No event has occurred with
respect to a Plan and no condition exists that would reasonably be expected to subject the Business
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or Buyer to any material Tax, fine, lien, penalty or other Liability imposed by ERISA, the Code
or other applicable Laws.
(e)
Except as set forth on Section 3.1.9(e) of Seller Disclosure
Schedules, neither the execution, delivery or performance of this Agreement nor the
consummation of the transactions contemplated by this Agreement (whether alone or in
connection with any other event, including a termination of employment) would (i) entitle any
current or former employee, independent contractor, officer, director or other service provider
(including the Business Employees) to any payment or any increase in payment under any Plan,
(ii) accelerate the time of payment, funding or vesting of any benefit under any Plan, or (iii) result
in any payments or benefits under any agreement with Seller, its Subsidiaries and their Affiliates
that, individually or in combination with any other payment or benefit, could constitute the
payment to any Business Employee of an “excess parachute payment” within the meaning of
section 280G of the Code or in the imposition of an excise Tax under section 4999 of the Code.
Neither Seller nor its Subsidiaries has any obligation to “gross-up,” compensate, reimburse,
“make-whole,” or otherwise indemnify any Business Employee for the imposition of any Tax
under sections 4999 or 409A of the Code.
(f)
Each Plan that is a nonqualified deferred compensation plan within
the meaning of section 409A of the Code has at all times been established, administered, operated
and maintained in all material respects in operational and documentary compliance with section
409A of the Code and applicable regulations guidance thereunder, and no amount under any such
Plan is, has been or is reasonably expected to be subject to any Tax under section 409A of the
Code.
(g)
Seller and its Subsidiaries are not a party to any collective
bargaining agreement, nor to Seller’s Knowledge, are there any activities or proceedings of any
labor union to organize any Business Employees.
3.1.10 Employee and Labor Matters.
(a)
Section 3.1.10(a) of Seller Disclosure Schedules sets forth as of
April 9, 2025 an accurate, complete and correct list of all Business Employees of Seller, together
with their work location, employing entity, title/position, date of hire or engagement, base salary
or hourly wage rate, bonus and commission potential, accrued but unused paid time off or
vacation balance, immigration status (and to the extent that the service provider requires a visa,
work permit, employee pass, or other legal or regulatory approval for their engagement, the type
of visa, permit, pass or approval) and classification as exempt or non-exempt, full-time or part-
time, leave of absence status (including the type of leave of absence and the expected date of
return to active employment, if known). Except as set forth in Section 3.1.10(a) of Seller
Disclosure Schedules, the Business Employees are at-will and their employment may be
terminated without any liability and no Business Employee is subject to any contract, express or
implied, written or oral, with Seller or any of its Subsidiaries that cannot be terminated at will.
(b)
Section 3.1.10(b) of Seller Disclosure Schedules sets forth as of
April 8, 2025 a true, correct and complete list of all independent contractors who are individuals
(excluding individuals engaged or leased through staffing agencies or other third-party entities)
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providing the services of a single individual to the Business (“Independent Contractors”),
which list is current as of the date herein and includes for each such Independent Contractor:
(i) start date of services; (ii) type of services; (iii) duration of agreement; (iv) fee or compensation
arrangements; and (v) approximate number of weekly hours of services provided by each such
Independent Contractor.
(c)
Neither Seller nor any of its Subsidiaries is a party to, or is bound
by, any collective bargaining agreement or other contract with a labor organization or labor union
covering any Business Employee. Since January 1, 2022, (i) there is no and there has been no
unfair labor practice charge or labor arbitration proceeding pending, or to the Knowledge of
Seller, threatened in writing against Seller or any of its Subsidiaries relating to any Business
Employee, (ii) to the Knowledge of Seller, there are and have been no activities or proceedings
of any labor organization or labor union to organize any Business Employee and no demand for
recognition as the exclusive bargaining representative of any Business Employees has been made
by or on behalf of any labor organization or labor union, and (iii) there is no and has been no
pending or, to the Knowledge of Seller, threatened strike, lockout, concerted work slowdown or
work stoppage, picketing, handbilling, labor arbitration, labor grievance, unfair labor practice
charges or other collective bargaining disputes by or with respect to the Business Employees.
(d)
With respect to the Business Employees, Seller and its Subsidiaries
are in compliance in all material respects with all applicable Laws relating to the employment of
the Business Employees (including employment or labor standards, labor relations, occupational
health and safety, workers’ compensation, severance payment, pay equity, terms and conditions
of employment, wages and hours (including overtime wages), fair employment practices, worker
classification as exempt or non-exempt, employment practices, prohibited discrimination, equal
employment, immigration status, unemployment insurance, child labor laws, background checks,
pay transparency, collective bargaining, and leaves of absence) and have paid in full all wages,
salaries, commissions, other compensation and benefits and all levies, assessments, contributions
and payments to third parties due to or on behalf of such Business Employees.
(e)
Except as would not reasonably be expected to result in material
Liability to the Business, since the Look-Back Date, no individual has been engaged by any Seller
or any of its Subsidiaries as or in the capacity of an independent contractor who does not qualify
for such status under all applicable Laws, and all employees who have been classified as exempt
under the Fair Labor Standards Act (and state, provincial and local counterpart Laws) have been
properly classified as such. Except as set forth on Section 3.1.10(e) of Seller Disclosure
Schedules, since the Look-Back Date, there have not been, and there are no, material actions,
claims, charges, complaints, or demands made, pending or, to the Knowledge of Seller, threatened
to be made in writing, before any Governmental Authority or under any private dispute resolution
procedure with respect to any alleged violation of any such applicable Laws.
(f)
Since the Look-Back Date (i) no Business Employee or
Independent Contractor has made any allegation of discrimination, harassment (including sexual
harassment) or other similar serious workplace misconduct against any Seller or any of its
Subsidiaries or against any Business Employee who is an executive officer or who is employed
at the level of Vice President or above; and (ii) neither Seller nor any of its Subsidiaries have
entered into any settlement agreements related to allegations of discrimination or harassment
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(including sexual harassment) or other similar serious workplace misconduct made by a Business
Employee or Independent Contractor.
(g)
Except as set forth on Section 3.1.10(g) of Seller Disclosure
Schedules, (i) no Business Employee is on a visa sponsored by Seller or any of its Subsidiaries
which visa will require continued sponsorship; and (ii) neither Seller nor any of its Subsidiaries,
have, within the past three (3) years, received a “no match” letter from the Social Security
Administration concerning any current or former Business Employee. Except as would not result
in material liability to the Business, a USCIS Form I-9 has been properly prepared and retained
for each Business Employee as required by Law. To the Knowledge of Seller, in the past three
(3) years with respect to any current Business Employee, no such Form I-9 was improperly
prepared or that false documentation was provided in connection with satisfying the requirements
of such Form I-9. To the Knowledge of Seller, all Business Employees who are working in the
United States are legally authorized to work in the United States.
3.1.11 Compliance with Laws; Permits.
(a)
Except as set forth in Section 3.1.11(a) of Seller Disclosure
Schedules, the Business is currently being, and since the Look-Back Date has been, conducted in
compliance, in all material respects, with all applicable Laws. Seller has not received any written,
or, to Seller’s Knowledge, oral notice of any actual or alleged material non-compliance or
violation of any Laws in connection with the ownership of the Purchased Assets or the operation
of the Business.
(b)
Seller and its Subsidiaries are and have been since the Look-Back
Date in possession of all material Permits pursuant to any applicable Law required for the
ownership or operation of the Purchased Assets or Assumed Liabilities. All such Permits are in
full force and effect, no default (with or without notice, lapse of time or both), to Seller’s
Knowledge, has occurred under any such Permit, and none of Seller or any of its Subsidiaries has
received any written or, to Seller’s Knowledge, oral notice from any Governmental Authority
threatening to suspend, revoke, or withdraw any such Permit, in each case except as would not
have a Material Adverse Effect.
3.1.12 Purchased Contracts and Purchased Leases. As of the date hereof,
each Purchased Contract listed or described in Section 2.7.1 of Seller Disclosure Schedules and
each Purchased Lease listed or described in Section 2.7.1 of Seller Disclosure Schedules (in each
case, without giving effect to any such Contracts or Leases that are rejected pursuant to Section
2.7) is in full force and effect and is a valid and binding obligation of Seller or its Subsidiaries
and, to Seller’s Knowledge, the other parties thereto, in accordance with its terms and conditions,
in each case except (a) as such enforceability may be limited by the Enforceability Exceptions
and (b) as set forth on Section 3.1.12(a) of Seller Disclosure Schedules, and is free and clear of
any Encumbrances (other than Permitted Encumbrances). Seller has made available to Buyer
correct and complete copies of all Purchased Contracts and Purchased Leases in effect as of the
date hereof. Subject to requisite Bankruptcy Court approvals, and except (i) as a result of the
commencement of the Chapter 11 Cases, (ii) as set forth on Section 3.1.12(b) of Seller Disclosure
Schedules, and (iii) for which payment of the Cure Costs will cure, (A) Seller is not in material
breach or default of its obligations under any Purchased Contract or Purchased Lease, (B) to
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Seller’s Knowledge, no condition exists that with notice or lapse of time or both would constitute
a material default by Seller or its applicable Subsidiary under any such Purchased Contract or
Purchased Lease, and (C) to Seller’s Knowledge, no other party to any such Purchased Contract
or Purchased Lease (1) is in material breach or default thereunder or (2) has repudiated or
threatened to terminate or cancel the applicable Purchased Contract or Purchased Lease. Except
as set forth on Section 3.1.12(c) of Seller Disclosure Schedules, (x) neither Seller nor any
Subsidiary has subleased, licensed or otherwise granted to any Third Party the right to use or
occupy any Leased Real Property with respect to a Purchased Lease or any portion thereof and
(y) neither Seller nor any Subsidiary has collaterally assigned or granted any other security
interest in any Leased Real Property with respect to a Purchased Lease or any interest therein
(other than Permitted Encumbrances).
3.1.13 Environmental Matters.
(a)
The Business is, and since the Look-Back Date has been, conducted
in compliance in all material respects with all Environmental Laws, which compliance has
included obtaining, maintaining and complying in all material respects with all Permits required
under Environmental Law.
(b)
Neither Seller nor any of its Subsidiaries have received any written
or, to Seller’s Knowledge, oral notice, and no Claim is pending or, to Seller’s Knowledge,
threatened, in each case, alleging any material violation of, or material Liability under,
Environmental Laws.
(c)
Neither Seller nor any of its Subsidiaries (nor, to Seller’s
Knowledge, any other Person to the extent giving rise to Liability for Seller or any of its
Subsidiaries) have treated, stored, disposed of, arranged for or permitted disposal of, transported,
handled, manufactured, distributed, released, exposed any Person to, or owned or operated any
property or facility contaminated by, any Hazardous Materials, in each case, so as to give rise to
any material Liability of Seller and its Subsidiaries under Environmental Law.
(d)
Seller and its Subsidiaries have furnished to Buyer all material
environmental audits, reports, assessments and other material environmental, health and safety
documents relating to the current properties, facilities or operations of the Business or the
Purchased Assets, in each case, that are in their possession or under their reasonable control.
3.1.14 Taxes.
(a)
(i) All material Tax Returns required to be filed by Seller with
respect to the Business and any Purchased Assets have been timely filed (taking into account
extensions), and (ii) all material Taxes due and payable with respect to the Business and the
Purchased Assets have been timely paid, whether or not shown on any Tax Return.
(b)
All Tax withholding, collection and deposit obligations (including
amounts owing or allocated to any employee, creditor or other Person) imposed on or with respect
to the Purchased Assets have been timely satisfied in all material respects in accordance with
applicable Law. All Forms W-2 and Form 1099 required with respect to such withholding and
payment have been properly completed and filed.
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(c)
(i) No Tax proceeding for material unpaid Taxes with respect to the
Business or any Purchased Asset is ongoing, pending or being proposed or threatened in writing
by a Governmental Authority, (ii) no assessment, deficiency or adjustment with respect to
material Taxes has been asserted, or proposed or threatened in writing, with respect to the
Business or any Purchased Asset, other than any assessment, deficiency or adjustment which has
been fully satisfied by payment, settled or withdrawn, and (iii) no claim has ever been made by a
Governmental Authority in a jurisdiction in which Seller or its Subsidiaries do not file Tax
Returns or pay Taxes that Seller or any of its Subsidiaries, as applicable, is or may be required to
file a Tax Return or pay material Taxes in that jurisdiction with respect to the Business or any
Purchased Asset.
(d)
Seller has not requested or consented to extend the time or is the
beneficiary of any extension of time that has not lapsed or expired (i) with respect to the due date
for the filing of any material Tax Return (other than any automatic or automatically granted
extension), (ii) in which any material Tax may be assessed or collected by any Governmental
Authority (other than any extension which is no longer in effect or any automatic extension as a
result of any ongoing Tax proceeding) or (iii) any statute of limitations in respect of material
Taxes, in each case, with respect to the Business or any Purchased Asset.
(e)
There are no Encumbrances with respect to Taxes upon any of the
Purchased Assets other than Permitted Encumbrances.
(f)
There are no Tax rulings, requests for rulings, voluntary disclosure
applications or agreements or closing agreements regarding Taxes with respect to the Business,
the Purchased Assets or the Assumed Liabilities that would increase Buyer’s (or any of its
Affiliates’) liability for Taxes with respect thereto for any Post-Closing Tax Period.
(g)
Seller is not nor has not been a party to a “listed transaction” within
the meaning of section 6707A(c)(2) of the Code and Treasury Regulation section 1.6011-4(b)(2).
(h)
Seller, with respect to the Business or the Purchased Assets, is not
a party to any written Tax sharing, allocation or indemnity agreement or arrangement that will be
in effect after the Closing (other than any such agreement entered into in the Ordinary Course the
primary purpose of which does not relate to any Taxes).
(i)
Seller has (i) timely paid all material sales and use Taxes with
respect to the Business and the Purchased Assets required to be paid under Applicable Law, and
(ii) properly collected and remitted all material sales and use Taxes with respect to the Business
and the Purchased Assets required to be collected and remitted under Applicable Law.
3.1.15 Absence of Certain Changes. Except as set forth in Section 3.1.15
of Seller Disclosure Schedules, since December 31, 2024, (a) no event, result, effect, occurrence,
fact, circumstance, development, condition or change has occurred or arisen that has had, or
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and (b) Seller has not taken any action that would be prohibited by Section 4.2 (other than Section
4.2(vi)) if taken during the Interim Period.
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3.1.16 Sanctions. Seller is not a Sanctioned Person. Since the Look-Back
Date, the Business has been operated in material compliance with all applicable Sanctions. To
Seller’s Knowledge, there are no pending or threatened actions or investigations related to
violations of Sanctions that could have a material effect on the Business.
3.1.17 Foreign Corrupt Practices Act. Since the Look-Back Date, the
Business has been operated in material compliance with all applicable anti-bribery and anti-
corruption Laws (the “Anti-Corruption Laws”), including the Foreign Corrupt Practices Act of
1977, as amended.
3.1.18 Financial Statements.
(a)
Set forth in Section 3.1.18(a) of Seller Disclosure Schedules are
true, correct and complete copies of: (i) the combined balance sheet of the Business as of
December 28, 2024, and December 30, 2023, and the related income statement of the Business
for the fiscal years then ended, each of which are included in Seller Disclosure Schedules, and
(ii) the combined balance sheet of the Business as of February 22, 2025, and the related income
statement of the Business for the fiscal period then ended, each of which are included in the
Disclosure Schedule (collectively, the “Financial Statements”). The Financial Statements fairly
present, in all material respects, the financial position and results of operations of the Business
for the periods indicated, in each case in accordance with GAAP consistent with past practice.
The Financial Statements have been prepared from the books and records of Seller and its
Affiliates.
(b)
The accounts payable of the Business reflected on the Financial
Statements, and all accounts payable incurred since the date of the Latest Balance Sheet arose
from bona fide transactions in the Ordinary Course consistent with past practice, and all such
accounts payable have either been paid, are not yet due and payable in the Ordinary Course
consistent with past practice, or are being contested by Seller in good faith. All notes and accounts
receivable reflected on the Financial Statements, and all accounts receivable of the Business
generated since the date of the Latest Balance Sheet, (i) constitute bona fide receivables resulting
from the sale of services or other obligations in favor of Seller as to which full performance has
been fully rendered, (ii) are valid and enforceable claims, (iii) are not subject to any pending or
threatened defense, counterclaim, right of offset, returns, allowances or credits, except to the
extent reserved on the Latest Balance Sheet, (iv) are current and collectible, subject only to the
reserve for bad debt set forth on the Latest Balance Sheet and adjusted for the passage of time,
and (v) are not subject in whole or in part to any Encumbrance or any Contract for deduction, free
goods or services, discount or other deferred price or quantity adjustment.
(c)
All inventory of the Business is of a quality and quantity usable and
salable by Seller in the Ordinary Course, except for obsolete, damaged, defective or slow-moving
items that have been written off or written down in the Ordinary Course or for which reserves
have been established and set forth in the Latest Balance Sheet.
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3.1.19 Material Contracts.
(a)
Section 3.1.19 of Seller Disclosure Schedules contains a complete
and correct list, as of the date of this Agreement, of each Contract described below in this
Section 3.1.19(a) under which Seller or any of its Subsidiaries is a party and to which Seller or
any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities
in connection with the Business, other than (i) any stand-alone purchase order, sale orders,
statements of work, invoices or similar instruments not made pursuant to a separate Contract (as
long as such purchase order does not impose future obligations on Seller or its Subsidiaries
outside of the Ordinary Course for purchase orders of such products), and (ii) any Plan or
confidentiality agreements to which Seller or its Subsidiaries is a party (all Contracts of the type
described in this Section 3.1.19(a), being referred to herein as the “Material Contracts”):
i.
is with a Top Supplier;
ii.
requires expenditures by Seller or payments to be received by Seller in excess
of $6,000,000 in the twelve (12) months ended on December 31, 2024;
iii.
(A) limits or purports to limit, in any material respect, the freedom of the
Business to engage or compete in any line of business or with any Person or in
any geographic area, (B) contains exclusivity or “most favored nation”
obligations to which the Business is subject in favor of any Person or (C)
contains any other provisions restricting or purporting to restrict the ability of
the Business to sell, market, distribute, promote, manufacture, develop,
commercialize or test or research the Purchased Products in any material
respect, directly or indirectly through third parties (in the case of clauses (A),
(B) and (C), other than any such restriction or purported restrictions that have
a de minimis effect on the Business);
iv.
is a Contract pursuant to which (A) Seller receives any license to any
Intellectual Property material to the Business (other than (w) non-exclusive
licenses to use commercially available Software for an annual fee of less than
$500,000, (x) non-disclosure agreements, (y) licenses for open source
Software, and (z) licenses which are merely incidental to the primary
transactions contemplated by the Contract), (B) Seller grants or licenses to a
third party any rights to use any material Owned Intellectual Property (other
than Intellectual Property licensed in the Ordinary Course on a non-exclusive
basis), (C) any Person (other than a Business Employee) has developed
Intellectual Property for the Business that is used in and material to the
Business, and (D) Seller entered into to settle or resolve any intellectual
property-related dispute or litigation, including settlement agreements,
coexistence agreements, covenant not to sue agreements, and consent to use
agreements;
v.
is a Contract regarding the employment or engagement of any Business
Employee or Independent Contractor, including (A) employment, independent
contractor and consulting and similar Contracts (excluding offer letters) and
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(B) Contracts providing bonuses, retention, stay-on, severance, termination
pay, change in control payments, transaction bonuses, or similar compensation
or benefits to personnel (whether employees or independent contractors) or
agents;
vi.
is a collective bargaining agreement covering any Business Employee;
vii.
is a Contract with any Affiliate of Seller relating to the provision of funds, real
property, goods or services by or to Seller as it relates to the Business; or
viii.
relate to any settlement, conciliation or stipulation of any Litigation against the
Business by any other Person to which the Business will have any monetary
obligation after the date hereof in excess of $100,000, individually, or
$250,000, in the aggregate.
(b)
Seller has made available to Buyer correct and complete copies of
all Material Contracts in effect as of the date hereof. Subject to requisite Bankruptcy Court
approvals, and except (i) as a result of the commencement of the Chapter 11 Cases, (ii) as set
forth on Section 3.1.19 of Seller Disclosure Schedules, and (iii) for which Seller’s payment of the
Cure Costs will cure, (A) to Seller’s Knowledge, Seller is not in material breach or default of its
obligations under any Material Contract, (B) to Seller’s Knowledge, no condition exists that with
notice or lapse of time or both would constitute a material default by Seller or its applicable
Subsidiary under any such Material Contract, and (C) to Seller’s Knowledge, no other party to
any such Material Contract is in material breach or default (or has made any written demand (or
claim) for indemnification) thereunder.
3.1.20 Suppliers. Section 3.1.20 of Seller Disclosure Schedules sets forth
a list of the top ten (10) suppliers and vendors based on the aggregate dollar amount of purchases
by the Business (“Top Suppliers”) for the year ended December 31, 2024. As of the date hereof
and to Seller’s Knowledge, no such supplier has (a) cancelled or terminated its business
relationship with the Business, or (b) notified or informed Seller in writing that it intends to
terminate or materially alter the terms of its distributing or supplying practices or its business
relationship with the Business, or any written demand (or claim) for indemnification, and Seller
does not otherwise have knowledge of such intent. Except as set forth on Section 3.1.20 of Seller
Disclosure Schedules, since the Look Back Date, (i) the Business has not had any material
disputes concerning any nonconformance in any finished products and/or services with any such
Top Supplier except in the Ordinary Course and (ii) to Seller’s Knowledge, there are no other
facts or circumstances relating to the Top Suppliers that could reasonably be expected to
materially and adversely impact the operations of the Business following the Closing.
3.1.21 Business Continuity. None of the IT Systems have experienced
bugs, failures, breakdowns, or continued substandard performance in the past twelve (12) months
that has caused any material disruption or interruption in or to the use of any such Systems by
Seller or its Subsidiaries that have not been remediated in all material respects.
3.1.22 Bank Accounts. Section 3.1.22 of Seller Disclosure Schedules is a
correct and complete list of all of the banks in which an account or safety deposit box (if any) is
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maintained by or on behalf of the Business or Seller and its Subsidiaries, as the case may be,
together with the account numbers and names of all authorized signatories for such accounts or
with access to the safety deposit box(es) (if any).
3.2
Representations and Warranties of Buyer. Buyer represents and warrants to
Seller as of the date hereof (except with respect to representations and warranties made as of a
particular date, which shall be deemed to be made only as of such date) as follows.
3.2.1
Entity Status. Buyer is duly formed and validly existing under the
laws of its jurisdiction of formation and has the requisite corporate power to enter into and
perform its obligations under this Agreement and the Ancillary Agreements to which it is or will
be a party.
3.2.2
Authority. The execution and delivery of and performance by
Buyer of this Agreement and the Ancillary Agreements to which it is or will be a party have been,
or will be at or prior to Closing, authorized by all necessary corporate action on the part of Buyer.
3.2.3
No Conflict. The execution and delivery of and performance by
Buyer of this Agreement and the Ancillary Agreements to which it is or will be a party (a) do not
and will not constitute or result in a violation or breach of, or conflict with, or allow any Person
to exercise any rights under, any of the terms or provisions of Buyer’s Organizational Documents,
(b) do not and will not constitute or result in a breach or violation of, or conflict with or allow any
Person to exercise any rights under, any Contract, license, lease or instrument to which it is a
party; and (c) do not result in the violation of any Law applicable to Buyer, except in the case of
clauses (b) and (c), as would not materially adversely affect the ability of Buyer to consummate
the Transactions.
3.2.4
Required Authorizations. Other than the requisite Bankruptcy
Court approvals and entry of the Sale Order, no filing with (other than as required under the HSR
Act), notice to or Order, Permit, approval, consent, waiver, license or similar authorization of,
any Governmental Authority is required on the part of Buyer as a condition to the lawful
consummation of the Transactions.
3.2.5
Execution and Binding Obligation. Subject to the requisite
Bankruptcy Court approvals, this Agreement and the Ancillary Agreements to which Buyer is or
will be a party have been, or will be, duly executed and delivered by Buyer and constitute, or will
constitute, legal, valid and binding agreements of Buyer, enforceable against it in accordance with
its terms, subject only to the Enforceability Exceptions.
3.2.6
Financial Capacity.
(a)
Attached hereto as Exhibit F is an executed equity commitment
letter (the “Equity Commitment Letter”) from the Equity Investors to provide, subject to the
terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity
Financing”).
(b)
The Equity Commitment Letter has not been amended, modified or
terminated, and the commitment contained in the Equity Commitment Letter, to the Knowledge
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of Buyer, assuming satisfaction of the conditions set forth in Article 6, have not been withdrawn
or rescinded in any respect. Assuming the Equity Financing is funded in accordance with the
Equity Commitment Letter, the aggregate proceeds contemplated by the Equity Commitment
Letter will be sufficient when funded for Buyer to perform its obligations under this Agreement,
including making the payments described in Section 2.3 and to pay all fees and expenses related
to the Transactions, including the payments described in Section 2.3. The Equity Commitment
Letter provides, and will continue to provide, that Seller is a third-party beneficiary thereof and
is entitled to enforce such agreement in each case in accordance with the terms set forth therein.
Assuming satisfaction of the conditions set forth in Article 6, to the Knowledge of Buyer, there
are no side letters or other Contracts or understandings relating to the Equity Commitment Letter
that would reasonably be expected to affect the availability of the Equity Financing, and Buyer
does not know of any facts or circumstances that may be expected to result in any of the conditions
set forth in the Equity Commitment Letter not being satisfied, or the Equity Financing not being
available to Buyer, on the Closing Date. The Equity Commitment Letter is not subject to any
conditions precedent or other contingencies to fund the Equity Commitment other than as set forth
therein and, as of the date hereof, is (x) in full force and effect and (y) a legal, valid, binding and
enforceable obligation of Buyer and each of the other parties thereto, except as the same may be
limited by Enforceability Exceptions.
(c)
Buyer’s obligations under this Agreement are not and will not be
subject to the receipt by Buyer of any financing (other than pursuant to, and in accordance with
the terms and conditions set forth in the Equity Commitment Letter).
3.2.7
Litigation. There is no material Litigation in progress, pending, or
to Buyer’s Knowledge, threatened against Buyer, which prohibits, restricts or seeks to enjoin the
Transactions.
3.2.8
Qualification. As of the Closing, Buyer will be capable of
satisfying the conditions contained in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code
with respect to the Purchased Contracts and the Purchased Leases and the related Assumed
Liabilities (provided, that in no event shall Buyer be required to pay or assume any Cure Costs).
To the knowledge of Buyer, there exist no facts or circumstances that would cause, or be
reasonably expected to cause, Buyer and/or its Affiliates not to qualify as “good faith” purchasers
under section 363(m) of the Bankruptcy Code (provided, that in no event shall Buyer be required
to pay or assume any Cure Costs).
3.2.9
No Broker. Except for Jefferies LLC, no broker, agent or other
intermediary is entitled to any fee, commission or other remuneration in connection with the
Transactions based upon arrangements made by or on behalf of Buyer.
3.2.10 Solvency. Assuming (x) the accuracy of the representations and
warranties set forth in Section 3.1 and (y) the performance by Seller of the covenants and
agreements required to be performed by it under this Agreement prior to the Closing, immediately
after giving effect to the consummation of the Transactions (including any financings being
entered into in connection therewith) and taking into account all obligations of Buyer pursuant to
this Agreement and the Ancillary Agreements to which it is a party, solely as of and immediately
after the Closing: (a) the fair saleable value of the assets of Buyer will be greater than the total
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amount of its Liabilities; (b) Buyer will be solvent and able to pay its debts and obligations in the
Ordinary Course as they become due; (c) no transfer of property is being made and no obligation
is being incurred in connection with the Transactions with the intent to hinder, delay or defraud
either present or future creditors of Buyer in connection with the Transactions; and (d) Buyer will
have adequate capital to carry on its business and all businesses in which Buyer is about to engage.
3.2.11 Independent
Investigation.
Buyer
knowingly,
willingly,
irrevocably and expressly represents, warrants, acknowledges and agrees, on its own behalf and
on behalf of its Affiliates, that Buyer has conducted to its satisfaction its own independent review
and analysis of, and based thereon has formed an independent judgment concerning, the
Transactions, the Business, the Purchased Assets and the Assumed Liabilities. In entering into
this Agreement, Buyer has relied solely upon its own review and analysis, and the specific
representations and warranties of Seller expressly set forth in Section 3.1 (as qualified or modified
by Seller Disclosure Schedules), and has not relied on, and hereby disclaims reliance on, any
other representations, warranties, statements or omissions (whether by Seller or another Person).
Buyer confirms that Seller has made available to Buyer and Buyer’s Representatives such
opportunity to ask questions of the personnel of Seller and its Subsidiaries, as well as such access
to the offices, properties and books and records of the business of Seller and its Subsidiaries as
deemed appropriate by Buyer in connection with its determination to enter into this Agreement
and consummate the Transactions.
3.2.12 Certain Compliance Matters. Buyer is not, nor is acting for or on
behalf of, a Sanctioned Person. Buyer will not fund any part of the purchase consideration
contemplated by this Agreement with proceeds derived from any violation of Anti-Corruption
Laws or Sanctions.
3.3
Exclusivity of Representations. Except for the representations and warranties
made by Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Seller pursuant
to this Agreement, neither Seller nor any other Person makes any express or implied
representation or warranty with respect to Seller, its Subsidiaries or their businesses, assets,
operations, liabilities, condition (financial or otherwise) or prospects, and Seller hereby disclaims
any such other representations or warranties. In particular, without limiting the foregoing
disclaimer, except for the representations and warranties made by Seller in Section 3.1 or in any
Ancillary Agreement to be delivered by Seller pursuant to this Agreement, neither Seller nor any
of its Subsidiaries or Affiliates or any other Person makes or has made any representation or
warranty to Buyer or any of its respective representatives, with respect to, nor has Buyer or any
of its respective representatives relied on, (a) any financial projection, forecast, estimate (other
than as set forth in the Financial Statements), budget or prospective information relating to Seller,
its Subsidiaries or the Business or (b) any oral or written information furnished or made available
to Buyer or any of its representatives in the course of its due diligence investigation of Seller and
its Subsidiaries, the Business, the negotiation of this Agreement and the Ancillary Agreements or
the consummation of the Transactions, including the accuracy, completeness or currency thereof,
and neither Seller nor any of its Subsidiaries or Affiliates or any other Person will have any
liability to Buyer or any other Person in respect of such information, including any subsequent
use of such information.
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ARTICLE 4
PRE-CLOSING COVENANTS
4.1
Access and Information.
4.1.1
During the Interim Period, Seller shall, and shall cause its
Subsidiaries to, (a) afford Buyer and its Representatives reasonable access to the Business, the
Purchased Assets, the Business’ senior management team, and information pertaining to the
Assumed Liabilities, (b) use reasonable best efforts to cause its employees and Representatives
to cooperate with and aid Buyer and its Representatives in its investigation of the Business, (c)
direct its senior management team to consult with and reasonably cooperate with Buyer regarding
Buyer’s post-Closing operation of the Business (including by consulting regarding the Transition
Services Agreement and the services to be provided thereunder, as well as Buyer’s post-Closing
transition plans), (d) reasonably consult with Buyer regarding any material ongoing Litigation
that may have a material or adverse impact on the Business after the Closing and provide Buyer
with any material communications in connection therewith reasonably promptly following
Seller’s receipt or delivery thereof, and (e) shall use reasonable best efforts to inform and consult
Buyer with respect to any “major” business decisions related to the Business (including real estate
matters, or other matters that will materially or adversely impact the future operation of the
Business) following the Closing. Any request or investigation under this Section 4.1.1 shall be
made or conducted on a reasonable basis by Buyer providing reasonable Notice to Seller and shall
be conducted during normal business hours in such a manner as not to interfere unreasonably with
the conduct of the Business. Buyer acknowledges and agrees that Seller shall be entitled to restrict
any such access to or restrict information (x) as determined, in its reasonable discretion, to be
appropriate to ensure compliance in all material respects with any Law, (y) that in the reasonable
judgment of Seller would result in the disclosure of any Trade Secrets or any violation of any of
its obligations with respect to confidentiality and/or (z) to preserve any applicable attorney client
privilege, attorney work product or other legal privilege; provided, that in the event any
information is withheld pursuant to this sentence, Seller shall promptly notify Buyer and at
Buyer’s request, Seller shall use reasonable best efforts to the extent feasible to develop an
arrangement to communicate or provide the applicable information (or a portion thereof) in a
manner that would not conflict with the foregoing clauses (x), (y) and (z). The information
provided pursuant to this Section 4.1.1 shall remain subject to the Confidentiality Agreement.
Seller and its Subsidiaries make no representation or warranty as to the accuracy of any
information, if any, provided pursuant to this Section 4.1.1, and Buyer may not rely on the
accuracy of any such information, in each case, other than the representations and warranties
made by Seller in Section 3.1 or in any Ancillary Agreement to be delivered by Seller pursuant
to this Agreement.
4.1.2
During the Interim Period, Buyer hereby agrees it shall not contact,
and it shall cause its Affiliates or Representatives to not contact, any licensor, licensee,
competitor, supplier, distributor, franchisee, or customer of Seller or its Subsidiaries with respect
to the Purchased Assets, the Business, this Agreement, the Ancillary Agreements or the
Transactions, without the prior written consent of Seller (which shall not be unreasonably
withheld, delayed or conditioned), in each case other than (a) in the Ordinary Course, and (b) not
specifically targeted at (i) Seller or its Affiliates, (ii) the Business or the Purchased Assets, or (iii)
this Agreement, the Ancillary Agreements or the Transactions.
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4.1.3
Seller shall not, and shall cause its Affiliates and each of their
respective Representatives not to, for a period of two (2) years after the Closing, directly or
indirectly, without Buyer’s prior written consent, use for any purpose (except as otherwise
specifically permitted in this Agreement or any Ancillary Agreement) or disclose to any third
party (other than each other and their respective Representatives) any confidential or proprietary
information concerning the Business, the Purchased Assets or the Assumed Liabilities (including
such information as may be disclosed to Seller or its Affiliates or any of their Representatives
pursuant to the exercise of its rights to access information following the Closing as set forth
herein); provided, that the foregoing restriction shall not (a) apply to any information (i) generally
available to, or known by, the public (other than as a result of disclosure in violation of this
Agreement), (ii) independently developed by Seller, its Affiliates or any of its and their respective
Representatives following the Closing without any reference to confidential or proprietary
information concerning the Business, or (iii) becomes available to Seller, its Affiliates or any of
its and their respective Representatives from a third party if such source is not actually known by
Seller at the time of the disclosure to be bound by a confidentiality agreement with, or other
known contractual or legal obligation of confidentiality to, Buyer with respect to such
information, or (b) prohibit any disclosure (i) pursuant to a request or requirement of any
applicable Law, Governmental Authority or rules of any securities exchange, or legal proceeding
or process or as otherwise legally compelled (including pursuant to a deposition, interrogatory,
subpoena, civil investigation or similar process) so long as, to the extent reasonably practicable
and legally permissible, Seller provides Buyer with reasonable prior notice of such disclosure and
a reasonable opportunity (at Buyer’s sole cost and expense) to contest such disclosure, or (ii)
necessary in connection with the administration of the Chapter 11 Cases, the winding down of
Seller’s estate, the payment of any Taxes or the filing of any Tax Returns or the recording of any
Claims in connection therewith.
4.2
Ordinary Course of Business. Except (v) with the prior written consent of Buyer,
which consent shall not be unreasonably withheld or delayed, (w) as required by applicable Law
or Order of the Bankruptcy Court, including the DIP Financing Order, (x) as expressly provided
in this Agreement or on Section 4.2 of Seller Disclosure Schedules, (y) for actions taken by Seller
or its Subsidiaries as required in connection with the Chapter 11 Cases, or (z) any actions taken
in connection with a Store closure, during the Interim Period, Seller shall: (i) use reasonable best
efforts to operate and/or maintain the tangible Purchased Assets in the Ordinary Course and in
compliance in all material respects with applicable Laws, (ii) (A) not terminate or cancel any of
the Purchased Contracts or Purchased Leases other than expirations of any Purchased Contracts
or any Purchased Leases in accordance with the terms of such Purchased Contracts or such
Purchased Leases, or (B) not amend, modify, release, assign or waive any rights under any
Purchased Contract or Purchased Lease other than in the Ordinary Course or as provided for in
the DIP Financing Order or as contemplated or permitted in the DIP Budget (as defined in the
DIP Financing Order), (iii) not encumber, pledge, transfer, sell, assign, abandon, allow to lapse,
fail to prosecute or maintain, exclusively license, or otherwise dispose of any material Owned
Intellectual Property other than (A) in the Ordinary Course or (B) due to the expiration of issued
or registered Owned Intellectual Property at the end of the maximum statutory term, in each case,
other than in the Ordinary Course, (iv) not voluntarily or knowingly or intentionally permit any
of the Purchased Assets to become subject to any Encumbrance, except for Permitted
Encumbrances, (v) not sell, assign, license, transfer, convey, lease, sublease, surrender,
relinquish, terminate or otherwise dispose of any portion of the Purchased Assets other than (A)
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in the Ordinary Course or (B) the disposition of obsolete, worn out or immaterial assets, (vi)
except as required by a Plan in effect as of the date hereof or as required by applicable Law, not
pay, grant or announce any new compensation or benefits, and not pay, grant or announce any
increase in the compensation or benefits of any Business Employee, other than any increase in
compensation that is less than three percent (3%) of the overall compensation of a Store Employee
in the Ordinary Course, (vii) not accelerate the vesting, funding of or lapse of restrictions with
respect to any award, compensation or benefit owing, due or payable to a Business Employee,
(viii) not enter into, modify, negotiate or terminate any collective bargaining agreement covering
any Business Employee, (ix) not forgive any loans, or issue any loans to any Business Employee,
(x) not plan, announce, implement or effectuate a reduction in force, lay-off, early retirement
program, severance program or other program of effort concerning the termination of
employment of any vice president level or above Business Employee, or otherwise terminate the
employment of any such Business Employee other than for “cause” or in accordance with Seller’s
policies or pursuant to applicable Laws, (xi) not transfer, offer employment to, or otherwise
attempt to persuade any Business Employee not to accept Buyer’s offer of employment, (xii) not
grant any Top Supplier any material discounts, pricing accommodations, or other similar changes
relating to pricing, payment terms or credit support other than in the Ordinary Course, (xiii) not
seek any relief from, or modification of, the automatic stay on any Litigation involving Seller
and/or any of its Subsidiaries issued by the Bankruptcy Court, (xiv) adopt, materially modify,
materially amend or terminate any material Plan except as required by applicable Law or the
terms of any Plan, or (xv) not authorize or enter into any agreement or commitment, whether or
not in writing, to take any action prohibited by this Section 4.2.
4.3
Notification of Certain Matters.
4.3.1
From the Execution Date through 3:00 P.M. (Eastern Time) on
May 4, 2025 (and in any event, within two (2) Business Days after Seller discovers the existence
of any such Contract), Seller shall use reasonable best efforts to provide Buyer Notice of any
Contract or Lease to which Seller or any of its Subsidiaries is a party as of the Execution Date
that was not set forth on Section 2.7.1 of Seller Disclosure Schedules, and any Contracts or Leases
that are entered into after the Execution Date, and Buyer shall be entitled, in its sole discretion
and upon Notice to Seller (email to counsel being sufficient), to add any such Contract or Lease
to its schedule of Purchased Contracts and Purchased Leases pursuant to the terms set forth in
Section 2.7.2.
4.3.2
If any Contract is added to (or removed from) Section 2.7.1 of
Seller Disclosure Schedules, Seller shall promptly take such steps as are reasonably necessary,
and shall promptly deliver Notice to the non-debtor counterparty, to the extent necessary to cause
any such added Contracts to be assumed by Seller and assigned to Buyer or rejected by Seller, as
applicable, from the Execution Date through 3:00 P.M. (Eastern Time) on May 4, 2025 or as soon
as reasonably practicable thereafter according to the terms herein.
4.4
Obligation to Consummate the Transaction. Each of the Parties agrees that it
shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable to the extent permissible under applicable Law, to
consummate and make effective the Transactions and to ensure that the conditions set forth in
Article 6 are satisfied.
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4.5
Filings; Other Actions; Notification and Cooperation.
4.5.1
Seller and Buyer shall cooperate with each other and use, and shall
cause their respective Affiliates and Subsidiaries to use, their respective reasonable best efforts to
take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or
advisable under this Agreement and applicable Law to consummate and make effective the
Transactions as expeditiously as reasonably practicable after the date of this Agreement, including
using reasonable best efforts in: (a) preparing and filing all documentation to effect all necessary
notices, reports and other filings (and in any event, by filing by no later twenty (20) Business
Days after the date hereof, any notifications, filings and other information required to be filed
under the HSR Act with respect to the Transactions, unless mutually agreed otherwise);
(b) obtaining as expeditiously as practicable all consents, registrations, approvals, permits and
authorizations necessary to be obtained from any Governmental Authority in order to
consummate the Transactions; (c) obtaining (and cooperating with each other in obtaining) any
consent, approval of, waiver or any exemption by, any non-governmental third party, in each
case, to the extent necessary, proper or advisable in connection with the Transactions; and
(d) executing and delivering any reasonable additional instruments necessary to consummate the
Transactions and to fully carry out the purposes of this Agreement. Nothing herein shall require
Seller or any of its Subsidiaries to incur, assume, become liable in respect of or suffer to exist any
expenses, liabilities or other obligations, or agree to or become bound by any commitments,
undertakings, concessions, indemnities, or other arrangements that could result in expenses,
liabilities, or other obligations.
4.5.2
Neither Buyer nor Seller shall, and shall cause its respective
Subsidiaries not to, enter into a definitive agreement providing for, or consummate, any
transaction which would reasonably be expected to materially delay or prevent consummation of
the Transactions. Neither Party, without the other Party’s prior written consent, shall: (a) enter
into any timing, settlement or similar agreement, or otherwise agree or commit to any
arrangement, that would have the effect of extending, suspending, lengthening or otherwise
tolling the expiration or termination of the waiting period applicable to the contemplated
transactions under the HSR Act or any Antitrust Laws; or (b) enter into any timing or similar
agreement, or otherwise agree or commit to any arrangement, that would bind or commit the
Parties not to consummate the Transactions (or that would otherwise prevent or prohibit the
Parties from consummating the Transactions), in both cases (a) and (b) without the consent of the
other Party, not to be unreasonably withheld, conditioned, or delayed.
4.5.3
Buyer and Seller shall cooperate with one another, and consider in
good faith the views of one another, with respect to the appropriate course of action with respect
to obtaining the consents, approvals, permits, waiting period expirations or authorizations of any
Governmental Authority required to consummate the Transactions prior to the Outside Date. No
Party hereto or its counsel shall independently participate in any substantive call or meeting with
any Governmental Authority in respect of any such filing, investigation, or other inquiry relating
to the matters that are the subject of this Section 4.5 without giving the other Party or its counsel
reasonable prior notice of such call or meeting and, to the extent permitted by such Governmental
Authority, the opportunity to attend and participate. In furtherance of the foregoing and to the
extent permitted by applicable Law: (a) each Party shall notify the other, as far in advance as
practicable, of any filing or material or substantive communication or inquiry it or any of its
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Subsidiaries intends to make with any Governmental Authority relating to the matters that are the
subject of this Section 4.5; (b) prior to submitting any such filing or making any such
communication or inquiry, such Party shall provide the other Party and its counsel a reasonable
opportunity to review, and shall consider in good faith the comments of the other Party in
connection with, any such filing, communication or inquiry; (c) promptly following the
submission of such filing or making such communication or inquiry, such Party shall provide the
other Party with a copy of any such filing or, if in written form, communication or inquiry; (d)
each Party shall inform the other of and if in writing, furnish the other with copies of (or, in the
case of oral communications, advise the other of) any substantive communication from or with
any Governmental Authority regarding any of the Transactions; and (e) each Party shall consult
with the other Party in connection with any inquiry, hearing, investigation or litigation by, or
negotiations with, any Governmental Authority relating to the Transactions, including the
scheduling of, and strategic planning for, any meetings with any Governmental Authority relating
thereto. In exercising the foregoing cooperation rights, Seller and Buyer each shall act reasonably
and as promptly as reasonably practicable. Notwithstanding the foregoing, materials provided
pursuant to this Section 4.5 may be reasonably redacted to (i) remove references concerning
valuation, (ii) comply with contractual arrangements, (iii) comply with applicable Law, and
(iv) address legal privilege or confidentiality concerns.
4.5.4
Notwithstanding the foregoing, nothing in this Section 4.5 or
otherwise in this Agreement shall require Buyer including its Affiliates, to (a) commit, agree or
submit (or offer to commit, agree or submit) to any consent decree, hold separate order, sale,
divestiture, lease, license, transfer, disposal, Encumbrance, other change or restructuring of, or
operating restriction with respect to the businesses, properties, product lines, assets, permits,
operations, rights or interest therein of Buyer, its Affiliates, the Purchased Assets or any of the
Business; or (b) otherwise take or commit to take any action that could limit its freedom with
respect to, or its ability to retain, one or more of the businesses of Buyer or any of its Affiliates
or the Purchased Assets; provided, that Seller shall take any of the foregoing actions if requested
by Buyer in writing so long as any such actions are conditioned on the occurrence of the Closing;
provided, further, that Seller shall not take any such actions without the prior written direction of
Buyer.
4.5.5
In furtherance and not in limitation of the covenants of the Parties
contained in this Section 4.5, if any administrative or judicial action or proceeding, including any
proceeding by a private party, is instituted challenging the Transactions as violative of any
Antitrust Law, each of Seller and Buyer shall use reasonable best efforts to contest and resist any
such action or proceeding and to have vacated, lifted, reversed or overturned any decree,
judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect
and that prohibits, prevents or restricts consummation of the Transactions.
4.5.6
Seller and Buyer each shall, upon request by the other, promptly
furnish the other with all information concerning itself, its Affiliates, directors, officers and
stockholders and such other matters as may be reasonably necessary or advisable in connection
with any statement, filing, notice or application made by or on behalf of Buyer, Seller or any of
their respective Affiliates to any Third Party or any Governmental Authority in connection with
the Transactions, all of which information shall be true and correct in all material respects when
provided; provided, that each Party shall be entitled to redact discussions of the transaction value
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and competitively sensitive information, and may reasonably designate applicable materials to be
reviewed solely by the other Party’s outside counsel.
4.5.7
Seller and Buyer each shall keep the other reasonably apprised of
the status of matters relating to completion of the Transactions, including promptly furnishing the
other with copies of notices or other communications received by Seller or Buyer, as the case may
be, or any of their respective Affiliates from any Third Party or any Governmental Authority with
respect to the Transactions, other than immaterial communications and communications on the
docket in any of the Chapter 11 Cases.
4.5.8
Buyer shall bear the cost of any filing fee payable to a
Governmental Authority in connection with any filings made under this Section 4.5.
4.6
Working Capital Target Adjustment. During the Interim Period, the Parties
agree to adjust the Target Net Working Capital Amount as follows: (a) for each Store Seller or its
Subsidiaries identifies for closure as listed in Section 4.6 of Seller Disclosure Schedules, or Buyer
determines to close at any time after February 22, 2025 (each, a “Non-Transferred Store”) which
results in the number of Transferred Stores to be less than 677 (the “Store Threshold”), the
Target Net Working Capital Amount shall be lowered by $198,200, (b) the adjustment to the
Target Net Working Capital Amount shall be calculated based on the number of Stores, in the
aggregate, that Seller or its Subsidiaries identifies for closure as listed in Section 4.6 of Seller
Disclosure Schedules, or Buyer determines to close at any time after February 22, 2025 which
results in the number of Transferred Stores to be less than the Store Threshold, with each closure
resulting in a reduction of $198,200, and (c) the adjustments to the Target Net Working Capital
Amount set forth in this Section 4.6 shall take effect immediately upon the closure of each Store
or Buyer’s determination of closure; provided, that if any Store has closed prior to the date hereof,
such adjustment with respect to such Store shall take effect on the date of this Agreement. For
purposes of this Section 4.6, any Store listed in Section 4.6 of Seller Disclosure Schedules with a
“Closing Process Status” of “Currently Winding Down”, or “Fully Closed” shall be considered a
Store that Seller or its Subsidiaries has identified for closure and shall constitute a Non-
Transferred Store; provided, however, that in no event shall either Store 904 (Nashville, TN) or
Store 910 (Riverbend, FL) reduce the Store Threshold.
ARTICLE 5
ADDITIONAL COVENANTS
5.1
Further Assurances.
5.1.1
Each of Seller and Buyer shall, at any time or from time to time
after the Closing, at the request and expense of the other Party, take, or cause to be taken, all
reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other Party
in doing, all reasonable things necessary to consummate and make effective, in the most
expeditious manner practicable, the Transactions, including executing and delivering to the other
Party all such reasonable instruments and documents or further reasonable assurances as the other
Party may reasonably request, in each case that are consistent with the terms of this Agreement,
in order to (a) vest in Buyer all of Seller’s right, title and interest in and to the Purchased Assets
(including the Purchased Intellectual Property) as contemplated hereby, (b) effectuate Buyer’s
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assumption of the Assumed Liabilities, (c) confirm Seller’s retention of the Excluded Assets and
the Excluded Liabilities, and (d) grant to each Party all rights contemplated to be granted to such
Party under this Agreement and the Ancillary Agreements; provided, however, that after the
Closing, apart from such foregoing customary further assurances, neither Seller nor Buyer shall
have any other obligations except as specifically set forth and described herein or in the Ancillary
Agreements.
5.1.2
If any approval, consent or waiver required for Seller to assume and
assign to Buyer the Purchased Contracts, the Purchased Leases and other Purchased Assets shall
not have been obtained prior to the Closing, Seller shall use reasonable best efforts to obtain such
approval, consent or waiver to assign to Buyer the Purchased Contracts, the Purchased Leases
and other Purchased Assets, including using reasonable best efforts to facilitate any negotiations
with the counterparties to such Purchased Contracts and such Purchased Leases and to obtain an
order (which may be the Sale Order) containing a finding that the proposed assumption of such
Purchased Contracts and such Purchased Leases and assignment to Buyer satisfies all applicable
requirements of section 365 of the Bankruptcy Code. At the Closing (a) Seller shall, pursuant to
the Sale Order, assign to Buyer each of the Purchased Contracts and Purchased Leases that is
capable of being assigned and (b) Seller shall pay all Cure Costs (if any), in each case in
connection with such assumption and assignment, and Buyer shall assume and discharge when
due the Assumed Liabilities (if any) under the Purchased Contracts and the Purchased Leases.
Except as to the Purchased Contracts and the Purchased Leases assigned pursuant to section 365
of the Bankruptcy Code or the Sale Order, anything in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased
Contract, any Purchased Lease or other Purchased Asset or any right thereunder if an attempted
assignment, without the consent of a Third Party, would constitute a breach or in any way
adversely affect the rights of Buyer or Seller thereunder, and Seller, at Buyer’s expense (if any),
shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible.
If such consent is not obtained or such assignment is not attainable pursuant to section 365 of the
Bankruptcy Code or the Sale Order, or if any attempted assignment would be ineffective or would
impair Buyer’s rights under the Purchased Assets in question so that Buyer would not in effect
acquire the benefit of all such rights, then Seller, to the maximum extent permitted by applicable
Law, shall act after the Closing, at Buyer’s request and expense, as Buyer’s agent in order to
obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by
applicable Law, with Buyer in any other reasonable arrangement designed to provide such
benefits to Buyer. Seller and its Subsidiaries are not under any obligation to pay any money to a
Third Party (unless Buyer agrees in writing to reimburse Seller for such payment), incur any
material obligations, commence any Litigation (provided, that Seller shall reasonably cooperate
in any Litigation initiated by Buyer in the Bankruptcy Court regarding the assumption and
assignment of any Purchased Contract or any Purchased Lease and matters related thereto) or
offer or grant any material accommodation (financial or otherwise) to any Third Party in order to
obtain any approval, consent or waiver. All obligations of Seller under this Section 5.1.2 shall
expire on the date that is twelve (12) months after the Closing Date.
5.2
Publicity. No press release, public statement or announcement or other public
disclosure (a “Public Statement”) with respect to this Agreement, the Ancillary Agreements or
the Transactions may be made except (a) with the prior written consent and joint approval of
Buyer and Seller, not to be unreasonably withheld, delayed or conditioned, (b) if required by
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applicable Law, the Chapter 11 Cases, a Governmental Authority, or stock exchange
requirements, or (c) Buyer or its Affiliates may make customary disclosures in connection with
marketing purposes and financial disclosures to (i) any current or prospective investors of Buyer
or its Affiliates and (ii) their lenders, banks and advisors who have a reasonable need to receive
such information. Where the Public Statement is required by applicable Law, the Chapter 11
Cases, a Governmental Authority, or stock exchange requirement, the Party required to make the
Public Statement will use its reasonable best efforts consistent with applicable Law or Bankruptcy
Court requirement to consult with the other Party, and consider in good faith any revisions
proposed by the other Party, prior to making such disclosure, and shall limit such disclosure to
only that information that is legally or otherwise required to be disclosed.
5.3
Certain Tax Matters.
5.3.1
Withholding Taxes.
(a)
The amounts payable by one Party (the “Payer”) to another Party
(the “Payee”) pursuant to this Agreement (“Payments”) shall not be reduced on account of any
Taxes unless required by applicable Law. The Payer shall deduct or withhold from the Payments
any Taxes that it is required by applicable Law to deduct or withhold, and all such amounts
deducted and withheld that are timely remitted to the appropriate Governmental Authority shall
be treated for all purposes of this Agreement as having been paid to Payee. Notwithstanding the
foregoing, other than in connection with any compensatory payments or the failure of Seller to
deliver any Tax forms described in Section 5.3.2(b), prior to any deduction or withholding the
Payer shall take reasonable best efforts to notify the Payee of its intent to withhold, and take
reasonable best efforts to cooperate with the Payee to reduce or eliminate such withholding, and
if the Payee is entitled under any applicable Law or Tax treaty to a reduction of rate of, or the
elimination of, or recovery of, applicable withholding Tax, it shall timely deliver to the Payer or
the appropriate Governmental Authority (with the assistance of the Payer to the extent that this is
reasonably required) the prescribed forms necessary to reduce the applicable rate of withholding
or to relieve the Payer of its obligation to withhold Tax, and the Payer shall apply the reduced
rate of withholding, or dispense with the withholding, as the case may be, to the extent it complies
with the applicable Law or Tax treaty. If, in accordance with the foregoing, the Payer withholds
any amount, it shall make timely payment to the proper Taxing Authority of the withheld amount
and send to the Payee proof of such payment as soon as reasonably practicable.
(b)
Seller (or if it is a disregarded entity for federal income Tax
purposes, its regarded owner) shall deliver to Buyer a properly completed and executed IRS Form
W-9, provided that the failure to deliver such form shall not be deemed a breach of any condition
or covenant in this Agreement and Buyer’s sole remedy for the failure to provide any such form
shall be to withhold any required amount under the Code or any other applicable Tax law from
the consideration otherwise payable to Seller hereunder in accordance with Section 5.3.1(a).
5.3.2
Transfer Taxes and Apportioned Obligations.
(a)
All amounts payable hereunder or under any Ancillary Agreement
are exclusive of all recordation, transfer, documentary, stamp, conveyance, value added, sales,
consumption, goods and services taxes or other similar Taxes and fees imposed or levied by
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reason of, in connection with or attributable to this Agreement and the Ancillary Agreements or
the Transactions (collectively, “Transfer Taxes”). Buyer shall be responsible for the timely
payment of all Transfer Taxes that are not exempted under a Sale Order pursuant to section
1146(a) of the Bankruptcy Code, and shall pay all amounts due and owing in respect of any
Transfer Taxes, these amounts in addition to the sums otherwise payable, at the rate in force at
the due time for payment or such other time as is stipulated under applicable Law and the parties
shall cooperate to timely and properly file all Tax Returns with respect to any Transfer Taxes.
(b)
All personal property and similar ad valorem obligations levied
with respect to the Purchased Assets for a taxable period which includes (but does not end on) the
Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Seller
and Buyer based on the number of days of such taxable period ending on and including the
Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the
number of days of such taxable period beginning on the day after the Closing Date (such portion
of such taxable period, the “Post-Closing Tax Period”), provided, that for clarity sake and
without prejudice to any apportionment provided for in the determination of the Net Working
Capital Amount, the Parties agree and acknowledge that Seller shall have no obligations with
respect to the payment of Taxes pursuant to this Section 5.3.2(b).
5.3.3
Cooperation and Exchange of Information. Each of Seller and
Buyer shall (a) provide the other with such assistance as may reasonably be requested by the other
Party (subject to reimbursement of reasonable out-of-pocket expenses) in connection with the
preparation of any Tax Return or election or any, audit or other examination by any Taxing
Authority or judicial or administrative proceeding relating to Liability for Taxes in connection
with the Business or the Purchased Assets, (b) retain and provide the other Party with any records
or other information that may be relevant to such Tax Return, audit or examination, or proceeding
and (c) inform the other Party of any final determination of any such audit or examination or
proceeding that affects any amount required to be shown on any Tax Return of the other for any
period. Seller shall promptly notify and forward to Buyer in writing upon receipt by Seller of
notice of any pending or threatened Tax audits or assessments that reasonably may be expected
to relate the Purchased Assets or Allocation.
5.3.4
Other Tax Matters. The calculation of the Net Working Capital
Amount, as finally determined, shall not take into account any change in Tax liability as a result
of the following actions undertaken by Buyer or any of its Affiliates following Closing with
respect to a Pre-Closing Tax Period: (a) filing any Tax Return or any amendment or modification
to any previously-filed Tax Return, (b) taking or initiating any voluntary discussion, examination
or contract with a taxing authority (including any voluntary disclosure agreement or similar
process), (c) making any Tax election that has retroactive effect to a Pre-Closing Tax Period, or
(d) extending or waiving any statute of limitations or other period for the assessment of any Tax
or deficiency.
5.3.5
Continuing Employees. Seller and Buyer agree to utilize, or cause
their respective Affiliates to utilize, the alternate procedure set forth in Revenue Procedure 2004-
53, 2004-2 C.B. 320, with respect to wage reporting in respect of Continuing Employees, unless
otherwise required by applicable Law.
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5.3.6
Tax Reserve Liabilities. Buyer shall control, at its sole cost and
expense, the conduct of any and all audits, examinations, contests, litigations, deficiency notices,
or other proceedings with or against any taxing authority with respect to the Tax Reserve
Liabilities (the “Tax Reserve Liability Proceedings”). Seller shall reasonably cooperate to put
Buyer in control of any Tax Reserve Liability Proceedings and shall promptly notify Buyer of
any written communication received with respect to any Tax Reserve Liability Proceeding.
5.4
Accounts Receivable and Payable.
5.4.1
Accounts Receivable; Bank Accounts. The Parties acknowledge
and agree that all Accounts Receivable that are Purchased Assets shall become the property of
Buyer subsequent to the Closing. From the Closing Date until ninety (90) days following Closing,
in the event that, Seller or any of its Subsidiaries receives any payments from any obligor with
respect to an such Accounts Receivable outstanding on the Closing Date, then Seller shall, or
shall cause such Subsidiary to, within five (5) Business Days after receipt of such payment, remit
the full amount of such payment to Buyer by wire transfer of immediately available funds to the
account designated by Buyer by Notice to Seller. Subsequent to the Closing and until ninety (90)
days following Closing, Seller shall not cause any of the signatories on the Bank Accounts to be
changed; provided, that that Seller may remove any signatories no longer employed by Seller or
its Affiliates, other than any signatory that is employed by Buyer or its Affiliates. In the event any
Cash is transferred from any Bank Account, each of the Parties shall provide written Notice to
the other Parties at least five (5) Business Days prior to such transfer and include the amount of
Cash to be transferred and each recipient of such Cash; provided, that each of the Parties shall in
good faith consider any questions or comments received from the other Parties, and mutually
agree regarding such Cash transfer.
5.4.2
Accounts Payable. In the event that, subsequent to the Closing,
Buyer, Seller or any of its Subsidiaries receives any invoices from any Third Party with respect
to any account payable of the Business outstanding prior to the Closing that is not an Assumed
Liability, then Seller shall be responsible for payment thereof. In the event that, subsequent to the
Closing, Seller or any of its Subsidiaries receives any invoices from any Third Party with respect
to any account payable of the Business that is an Assumed Liability, then Seller shall, within five
(5) Business Days after receipt of such invoice, remit such invoice to Buyer and Buyer shall be
responsible for payment thereof.
5.4.3
Cash. The Parties acknowledge and agree that all pre-Closing Cash
shall remain the property of Seller. In the event that, Buyer or any of its Subsidiaries receives any
pre-Closing Cash, then Seller shall, or shall cause such Subsidiary to, within five (5) Business
Days after receipt of such payment, remit the full amount of such payment to Seller by wire
transfer of immediately available funds to the account designated by Seller by notice to Buyer.
5.5
Wrong Pockets.
5.5.1
Assets. Without limiting Section 5.1, if either Buyer or Seller
becomes aware subsequent to the Closing that any of the Purchased Assets has not been
transferred to Buyer or that any of the Excluded Assets (including Cash) has been transferred to
Buyer, it shall promptly notify (in writing) the other Party and the Parties shall, and shall cause
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their Subsidiaries to, as soon as reasonably practicable, take all commercially reasonable actions
(including executing any further instruments or documents) to ensure that such property is
transferred, at the expense of requesting Party and with any necessary prior Third Party consent
or approval, to (a) Buyer, in the case of any Purchased Asset that was not transferred to Buyer at
the Closing; or (b) Seller, in the case of any Excluded Asset that was transferred to Buyer at the
Closing.
5.5.2
Payments. If, on or after the Closing, either Party shall receive any
payments or other funds due to or belonging to the other Party pursuant to the terms of this
Agreement or any Ancillary Agreement, then the Party receiving such funds shall, within five (5)
Business Days after receipt of such funds, forward such funds to the proper Party. The Parties
acknowledge and agree there is no right of offset regarding such payments and a Party may not
withhold funds received from Third Parties for the account of the other Party in the event there is
a dispute regarding any other issue under this Agreement or any of the Ancillary Agreements. As
soon as practicable but no later than fifteen (15) Business Days following the Closing Date, Buyer
shall inform Seller of Buyer’s bank account and Seller shall use reasonable best efforts during the
term of the Transitions Services Agreement to inform any counterparty to a Purchased Contract
of Buyer’s bank account together with the request to make any payments after the Closing Date
to Buyer’s bank account.
5.6
Purchased Intellectual Property. Promptly following the Closing, at Buyer’s
sole cost and expense, Seller shall take such further actions and execute such further reasonable
documents as may be necessary or reasonably requested by Buyer to effectuate, evidence and
perfect the assignment and transfer of the Owned Intellectual Property to Buyer, including making
such filings with any Governmental Authorities as may be required to transfer the Owned
Intellectual Property to Buyer.
5.7
Social Media Accounts. Seller shall use reasonable best efforts or as reasonably
requested by Buyer to transfer the registration, ownership, and control of the Social Media
Accounts to Buyer. Post-Closing, neither Seller nor its Affiliates shall, nor shall they knowingly
permit any third person to, attempt to access the Social Media Accounts or alter the settings or
credentials applicable thereto following the Closing.
5.8
Bankruptcy Court Filings and Approval.
5.8.1
Seller shall use its reasonable best efforts to obtain entry of the Sale
Order and such other approvals and relief from the Bankruptcy Court as may be necessary or
appropriate in connection with this Agreement and the consummation of the Transactions. Within
five (5) Business Days after execution of this Agreement, Seller shall file with the Bankruptcy
Court a motion seeking approval of this Agreement, in part, pursuant to sections 363 and 365 of
the Bankruptcy Code (the “Sale Motion”) and the proposed Sale Order (as defined below), both
in form and substance acceptable to Seller and Buyer. The proposed form of the Sale Order shall
be in form and substance acceptable to Seller and Buyer, and with such changes Seller and Buyer
find reasonably acceptable, (a) authorizing and approving pursuant to sections 105, 363, and 365
of the Bankruptcy Code, inter alia, (i) the sale of the Purchased Assets of Seller to Buyer on the
terms and conditions set forth herein, free and clear of all Encumbrances (to the extent set forth
herein), other than Permitted Encumbrances and Assumed Liabilities, and (ii) the assumption and
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assignment of the Purchased Contracts and Purchased Leases to Buyer; (b) finding that (i) Buyer
has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of
future performance in connection with the assumption of the Purchased Contracts and Purchased
Leases, (ii) the consideration provided by Buyer pursuant to this Agreement constitutes
reasonably equivalent value and fair consideration for the Purchased Assets, and (iii) Buyer and
Seller did not engage in any conduct that would allow this Agreement to be set aside pursuant to
section 363(n) of the Bankruptcy Code; (c) ordering that (i) notwithstanding Federal Rules of
Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective
immediately upon entry, (ii) Seller has acted in “good faith” within the meaning of Section 363(m)
of the Bankruptcy Code, (iii) this Agreement was negotiated, proposed and entered into by the
Parties without collusion, in good faith and from arm’s length bargaining positions, and
(iv) Buyer shall have no Liability or responsibility for any Liability or other obligation of Seller
arising under or related to the Purchased Assets other than as expressly set forth in this
Agreement, including successor or vicarious Liabilities of any kind or character, including any
theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger,
or substantial continuity (as amended, modified, or supplemented, the “Sale Order”) and such
other relief from the Bankruptcy Court as may be necessary or appropriate in connection with this
Agreement and the consummation of the Transactions.
5.8.2
Seller shall give appropriate notice, and provide appropriate
opportunity for hearing, to all Persons entitled thereto, of all motions, orders, hearings, and other
proceedings relating to this Agreement or any Ancillary Agreement and the Transactions and such
additional notice as ordered by the Bankruptcy Court or as Buyer may reasonably request.
5.8.3
Seller and Buyer shall take all commercially reasonable actions as
may be reasonably necessary to cause the Sale Order to become a Final Order, including, to the
extent reasonably practicable, furnishing affidavits, declarations or other documents or
information for filing with the Bankruptcy Court. Buyer agrees that it will promptly take such
commercially reasonable actions as are reasonably requested by Seller to assist in obtaining entry
of the Sale Order and a finding of adequate assurance of future performance by Buyer, including
furnishing affidavits or other documents or information for filing with the Bankruptcy Court for
the purposes, among others, of (x) providing necessary assurances of performance by Buyer under
this Agreement and demonstrating that Buyer is a “good faith” purchaser under Section 363(m)
of the Bankruptcy Code, and (y) establishing adequate assurance of future performance within
the meaning of section 365 of the Bankruptcy Code.
5.8.4
Buyer acknowledges that under the Bankruptcy Code, the sale is
subject to approval of the Bankruptcy Court. Buyer acknowledges that to obtain such approval
Seller must demonstrate that it has taken reasonable steps to obtain the highest or otherwise best
bid possible for the assets, including giving notice of the Transactions to creditors and other
interested parties and entertaining any higher or otherwise better offers from prospective buyers.
5.8.5
If the Sale Order or any other orders of the Bankruptcy Court
relating to this Agreement or the Transactions shall be appealed by any Person (or if any petition
for certiorari or motion for reconsideration, amendment, clarification, modification, vacation,
stay, rehearing or reargument shall be filed with respect to the Sale Order or other such order),
and this Agreement has not otherwise been terminated pursuant to Section 8.1, Seller shall
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immediately notify Buyer of such appeal, petition, or motion and shall, at Seller’s sole cost and
expense, use reasonable best efforts to defend such appeal, petition, or motion and shall use
reasonable best efforts to obtain an expedited resolution of any such appeal, petition, or motion.
5.8.6
Subject to entry of the Sale Order, (a) on or prior to the Closing,
Seller shall pay the Cure Costs for the Purchased Contracts and Purchased Leases and cure any
and all other defaults and breaches under the Purchased Contracts and Purchased Leases to the
extent required under section 365 of the Bankruptcy Code (excluding any Purchased Contracts or
Purchased Leases for which there is an unresolved objection by a non-debtor counterparty to the
Cure Costs asserted by Seller with regard to any such Contract or Lease or other dispute as to the
assumption or assignment of such Contract or Lease as of the Sale Hearing (such contract, a
“Disputed Contract”) for which Cure Costs (or other matters related to the assumption and
assignment of such Contract or Lease) have not been consensually agreed with the Contract
counterparty and Seller or fixed by an order of the Bankruptcy Court as of the Closing), and
(b) with respect to each Purchased Contract or Purchased Lease that is a Disputed Contract, on
the date that is five (5) Business Days after the date on which (i) the Cure Costs with respect to
such Purchased Contract or Purchased Lease have been consensually agreed, or (ii) the
Bankruptcy Court has entered an order fixing such Cure Costs, or as soon as reasonably practical
thereafter, Seller shall pay such Cure Costs so that such Purchased Contracts and such Purchased
Leases may be assumed by Seller and assigned to Buyer (subject to payment by Seller of the Cure
Costs and provision by Buyer of adequate assurance of future performance), in each case of the
foregoing clauses (a) and (b), in accordance with the provisions of section 365 of the Bankruptcy
Code, the Sale Order, and this Agreement. Seller agrees that it will promptly take such
commercially reasonable actions as are necessary to obtain a final order of the Bankruptcy Court
(which may be the Sale Order) providing for the assumption and assignment of such Purchased
Contracts and Purchased Leases that are not designated as Excluded Contracts. For the avoidance
of doubt, if there is any inconsistency between this Agreement and the Sale Order with respect to
the assumption and assignment of the Purchased Contracts and Purchased Leases, or Seller’s
payment of the Cure Costs, the Sale Order shall govern.
5.8.7
Notwithstanding the foregoing, Buyer shall have the option
pursuant to Section 2.7.2 to remove any Disputed Contract from the schedule of Purchased
Contracts or Purchased Leases, in which case Buyer shall not assume the Disputed Contracts and
neither Seller nor Buyer shall be responsible for any Cure Costs associated with such Disputed
Contract; provided, however, that Seller shall use its reasonable best efforts, in cooperation with
Buyer, to resolve any disputes regarding the Cure Costs relating to any Disputed Contract. Any
Disputed Contract as of the Closing shall not be deemed a Purchased Contract or Purchased Lease
at the Closing.
5.8.8
After entry of the Sale Order, Seller shall not take any action which
is intended to, or fail to take any action the intent of which failure to act is to, result in the reversal,
voiding, modification or staying of the Sale Order.
5.8.9
Nothing in this Agreement, or any document related to the
Transactions, shall require Buyer, Seller or their respective Affiliates to give testimony to or
submit a motion to the Bankruptcy Court that is untruthful or to violate any duty of candor or
other fiduciary duty to the Bankruptcy Court or their respective stakeholders. Debtors retain the
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right to pursue any transaction or restructuring strategy that, in Debtors’ business judgment, will
maximize the value of their estates.
5.8.10 Notwithstanding anything to the contrary herein, in no event shall
Buyer be required to pay or assume any Cure Costs.
5.9
Copies of Pleadings. Seller shall consult with Buyer concerning the Sale Motion,
the Sale Order, and any other Orders of the Bankruptcy Court relating to the Transactions, and
the bankruptcy pleadings and proceedings in connection therewith. As soon as reasonably
practicable, prior to filing thereof, Seller shall provide Buyer with drafts of all documents,
motions, orders, filings or pleadings that Seller proposes to file with the Bankruptcy Court that
relate to the approval of this Agreement, the Sale Order and the consummation of the
Transactions. Seller shall also promptly provide Buyer with copies of all pleadings received by
or served by or upon Seller in connection with the Chapter 11 Cases that relate to or, in Seller’s
judgment, are reasonably expected to affect the transactions provided for in this Agreement and
which have not, to the Knowledge of Seller, otherwise been served on Buyer.
5.10
Books and Records. For a period of six (6) years after the Closing, Buyer shall:
(a) retain all books and records related to the Purchased Assets, the Assumed Liabilities and the
Business (including all Purchased Books and Records); and (b) upon reasonable Notice from
Seller to Buyer and during normal business hours, cooperate with and provide Seller, any of
Seller’s Affiliates, and the officers, employees, agents and Representatives of Seller and Seller’s
Affiliates reasonable access (including the right to make copies at Seller’s expense or the expense
of any Affiliate of Seller) to such books and records and to Buyer’s Representatives, to the extent
necessary for a reasonable business purpose, including as may be necessary for the preparation
of financial statements, withholding or Tax forms, Tax Returns, in connection with any Litigation,
or in connection with the administration of the Chapter 11 Cases or the wind-down of its
remaining business and operations, and to any and all books and records relating to any Purchase
Price payments or any related reports, including all documents, work papers, schedules,
memoranda, and records used by or prepared by Buyer or its Representatives in preparing any
such reports, together with any other information related thereto which Seller may reasonably
request. Notwithstanding the foregoing, Buyer shall not be required by this Section 5.10 to
provide Seller, any of Seller’s Affiliates, and the officers, employees, agents and Representatives
of Seller and Seller’s Affiliates with access to or to disclose information (i) the disclosure of
which would violate applicable Law, (ii) that in the reasonable judgment of Buyer would result
in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect
to confidentiality or (iii) the disclosure of which would cause the loss of any attorney-client,
attorney work product or other legal privilege.
5.11
Trade Notification. Seller and Buyer shall consult with each other on the timing,
method, form and content of notifications to customers and suppliers regarding the Transactions
and shall consider in good faith any comments or proposed changes received from the other Party.
5.12
Employee Matters.
5.12.1 List of Business Employees. Section 3.1.10(a) of Seller Disclosure
Schedules shall be updated by Seller and delivered to Buyer no later than 3:00 P.M. (Eastern
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Time) on May 4, 2025, solely to reflect any Business Employees who, subject to Seller’s
obligations under Section 4.2, are hired or whose employment is terminated by Seller after the
date of this Agreement and prior to 3:00 P.M. (Eastern Time) on May 4, 2025.
5.12.2 Offers of Employment. On or prior to 3:00 P.M. (Eastern Time) on
May 4, 2025 (the “Offer List Deadline”), Buyer will provide Seller with a list identifying the
Business Employees to whom Buyer intends to offer employment (the “Offer Employees”);
provided, however, that the number of Offer Employees (who are not Store Employees) shall be
equal to or greater than the sum of the number of Business Employees (who are not Store
Employees) as of the Offer List Deadline minus 75; provided, further that notwithstanding
anything to the contrary herein, Buyer shall offer employment to a sufficient number of Business
Employees (and provide for terms and conditions of employment to such Business Employees
that would not reasonably be expected to constitute a constructive discharge under the WARN
Act) such that Seller and its Affiliates are not subject to any obligations or Liabilities under the
WARN Act resulting from employment losses, layoffs or plant closings in connection with the
Closing. On or prior to the Offer List Deadline, Buyer shall, or shall cause one of its Affiliates to,
offer employment on an at-will basis, to be effective on the applicable Continuing Employee
Transfer Date, to each Offer Employee (the Offer Employees who accept such an offer of
employment, satisfy each of the requirements of such offer, and actually commence employment
with Buyer, the “Continuing Employees”). Such offers of employment shall be conditioned on
the Closing and, in Buyer’s sole discretion, on the Offer Employee (who is not a Store Employee)
satisfying Buyer’s requirements to execute and deliver non-competition, non-solicitation,
confidentiality agreements, and, with respect to Store Employees, further conditioned on the Store
at which such Store Employee works becoming a Transferred Store (the date of such occurrence,
the “Store Transfer Date”). Seller will cooperate with any reasonable requests by Buyer in order
to facilitate the offers of employment and delivery of such offers to the Offer Employees and shall
not take any steps to discourage any Offer Employee from accepting such offer of employment.
Each offer made pursuant to this Section 5.12.2 shall provide for (a) base salary or hourly wage
rate, as applicable, not less than such Offer Employee’s base salary or hourly wage rate, as
applicable, as in effect immediately prior to the Closing Date, (b) annual short-term cash incentive
compensation opportunities (excluding any equity or equity-based, long-term incentive, stay-on
or retention opportunities), to the extent applicable, that are reasonably comparable, in the
aggregate, to the annual short-term cash incentive compensation opportunities provided to such
Offer Employee by Seller and its Subsidiaries immediately prior to the Closing Date, and
(c) employee benefits (excluding defined benefit pension, nonqualified deferred compensation,
severance, equity, equity-based and post-employment or retiree health and welfare benefits,
collectively, the “Excluded Benefits”) that are substantially comparable, in the aggregate, to the
employee benefits provided to such Offer Employee by Seller and its Subsidiaries immediately
prior to the Closing Date.
5.12.3 Terms and Conditions of Employment. Until December 31, 2025,
or, if earlier, until the relevant Continuing Employee’s termination of service following the
Closing each Continuing Employee shall receive (a) base salary or hourly wage rate, as
applicable, not less than such Continuing Employee’s base salary or hourly wage rate as in effect
immediately prior to the Closing Date, (b) annual short-term cash incentive compensation
opportunities (excluding any equity or equity-based, long-term incentive, stay-on or retention
opportunities), to the extent applicable, that are reasonably comparable, in the aggregate, to the
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annual short-term cash incentive compensation opportunities provided to such Continuing
Employee by Seller and its Subsidiaries immediately prior to the Closing Date, and (c) employee
benefits (excluding the Excluded Benefits) that are substantially comparable, in the aggregate, to
the employee benefits provided to such Continuing Employee by Seller and its Subsidiaries
immediately prior to the Closing Date. Buyer shall, or shall cause one of its Affiliates to, cause
each Continuing Employee to be provided with the severance and termination benefits
substantially similar to the severance and termination benefits set forth on Section 5.12.3 of Seller
Disclosure Schedules.
5.12.4 At-Will Employment. Nothing in this Agreement shall limit
Buyer’s ability to amend or terminate a Continuing Employee’s employment terms following the
Closing. With respect to any Business Employee who is, on the Closing Date (or, such later date
as may be specified in the Transition Services Agreement), absent as a result of an approved leave
due to short-term or long-term disability (including a maternity disability) (each an “Inactive
Business Employee”), Buyer’s offer of employment in accordance with Section 5.12.2 shall (a)
be contingent upon such Inactive Business Employee’s return to active duty on or prior to the six-
month anniversary of such date or such longer period as such Business Employee has
reinstatement rights under applicable Law, and (b) be effective as of the date that such Business
Employee presents himself or herself to Buyer or its Affiliates for active employment. The
applicable Plan shall retain any obligations to provide any applicable disability benefits to such
Inactive Business Employee in accordance with the terms of such Plan until such Inactive
Business Employee becomes a Continuing Employee.
5.12.5 Buyer Benefit Plans. In respect of the employee benefit plans,
programs, policies, contracts, agreements or other arrangements (whether written or unwritten)
established or maintained by Buyer or its Affiliates that do not provide the Excluded Benefits
(collectively, “Buyer Benefit Plans”), Buyer shall, for purposes of determining eligibility to
participate, vesting and the level of paid time off, vacation and severance benefits, recognize each
Continuing Employee’s service with Seller and its Subsidiaries to the same extent and for the
same purpose that such service was recognized under the corresponding Plans prior to the Closing
Date; provided, that such service shall not be recognized to the extent that such recognition would
result in a duplication of benefits or relates to the Excluded Benefits. With respect to each Buyer
Benefit Plan that is an “employee welfare benefit plan” (within the meaning of section 3(1) of
ERISA), Buyer or its Affiliates shall use reasonable best efforts to: (a) waive all limitations as to
pre-existing conditions, exclusions and waiting periods with respect to participation and coverage
requirements applicable to each Continuing Employee (and his or her covered dependents) to the
extent that such was satisfied under the analogous Plan, and (b) for the year in which the Closing
Date occurs, provide each Continuing Employee (and his or her covered dependents) with credit
for all co-payments, co-insurance, maximum out-of-pocket provisions and deductibles paid by
such Continuing Employee (and his or her covered dependents) prior to the Closing Date under
the corresponding Plan for purposes of satisfying the corresponding deductible, co-insurance, co-
payment and maximum out-of-pocket provisions under the analogous Buyer Benefit Plan. Buyer
and its Affiliates shall cause each Continuing Employee (and his or her eligible dependents) who
is covered by a Plan that is a group health or welfare plan immediately prior to the Closing Date
(or such later date as may be specified in the Transition Services Agreement) to be covered on
and after such date by a Buyer Benefit Plan that is a group health or welfare plan that is
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substantially comparable, in the aggregate, to the Plan provided to such Continuing Employee by
Seller and its Subsidiaries immediately prior to the Closing Date.
5.12.6 401(k) Plan. Buyer and its Affiliates shall cause each Continuing
Employee who is a participant in any Plan that is intended to be qualified under section 401(a) of
the Code (the “Seller 401(k) Plan”) to be allowed to participate in and make elective deferrals
into, effective as soon as administratively feasible following the Closing Date, a 401(k) plan
sponsored by Buyer or any of its Affiliates (the “Buyer 401(k) Plan”). In addition, Seller and
Buyer or its applicable Affiliate shall take all steps necessary to permit each Continuing Employee
who is eligible to receive an eligible rollover distribution (as defined in section 401(a)(31) of the
Code) from the Seller 401(k) Plan, if any, to rollover such eligible rollover distribution, including
any loan notes to the Buyer 401(k) Plan in accordance with ERISA and the Code.
5.12.7 COBRA Continuation. For the avoidance of doubt, Seller will
retain all Liability to provide COBRA continuation health coverage with respect to any
“qualifying event” that occurs on or prior to the Closing Date for any qualified beneficiary.
5.12.8 WARN Act. To the extent Buyer’s failure to offer employment to
a sufficient number of Business Employees (and provide for terms and conditions of employment
that would not reasonably be expected to constitute a constructive discharge under the WARN
Act) triggers any Liabilities for Seller or its Affiliates under the WARN Act in connection with
the Closing, Buyer shall indemnify and hold Seller and its Affiliates harmless for any and all such
Liabilities. Buyer will not, and will cause its Affiliates not to, take any action on or after the
Closing Date that would cause any termination of employment of any employees by Seller or its
Affiliates occurring prior to or at the Closing to constitute a “plant closing,” “mass layoff” or
group termination or similar event under the WARN Act, or to create any Liability or penalty to
Seller or any of its Affiliates for any employment terminations under applicable Law. Buyer shall
indemnify and hold Seller and its Affiliates harmless for any and all Liabilities under the WARN
Act arising out of, relating to, or in respect of any actions of Buyer or its Affiliates occurring on
or after the Closing (including as a result of the consummation of Transaction).
5.12.9 Employee Communications; Cooperation. Prior to the Closing or
Store Transfer Date, as applicable, except as required by Law, Buyer shall not issue any
communication (including any electronic communication) to any Business Employee without the
prior written approval of Seller, such approval not to be unreasonably withheld. Except as
required by Law, the Parties shall mutually consider and agree to the contents, scope, form and
timing of any communications by Buyer with the Business Employees on all employment-related
matters pertaining to the Transactions (the “Employment Matters”). The Parties agree that at all
times prior to the Closing or Store Transfer Date, as applicable they will consult with each other
prior to carrying out any communication sessions relating to Employment Matters or otherwise
effecting any communications to the Business Employees relating to Employment Matters. Seller
and its Subsidiaries shall waive any notice requirements, post-termination restrictions or other
contractual constraints that might prevent Business Employees from commencing services with
or providing services to Buyer and its Affiliates as of the applicable Continuing Employee
Transfer Date.
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5.12.10Continuing Employee Transfer Date. “Continuing Employee
Transfer Date” shall be (a) for Continuing Employees and Store Employees, the Closing Date;
(b) for Continuing Employees who are Store Employees, the applicable Store Transfer Date; and
(c) for Inactive Business Employees, the first date on which such employee presents his or herself
to Buyer or any of its Affiliates from active employment. Effective as of immediately prior to the
Closing or the Store Transfer Date, as applicable, Seller shall, or shall cause its applicable
Subsidiary to, terminate the employment of each Offer Employee who has accepted an offer of
employment from Buyer or its Affiliate and who has satisfied each of the requirements of such
offer. Upon the Continuing Employee Transfer Date (or, if applicable, such later date as set forth
in the Transition Services Agreement), such Continuing Employee will become an employee of
Buyer or its Affiliate and cease to actively participate in or accrue benefits under any Plan.
5.12.11Third-Party Beneficiaries. This Section 5.12 shall be binding upon
and inure solely to the benefit of each of the Parties to this Agreement; nothing in this
Section 5.12, expressed or implied, is intended to confer upon any other Person any rights or
remedies of any nature whatever; and no provision of this Section 5.12 will create any third-party
beneficiary rights in any current or former employee, officer, director or individual independent
contractor of Seller or any of its Affiliates in respect of continued employment (or resumed
employment) or service or any other matter. This Section 5.12 shall not be considered, or deemed
to be, an amendment to any Plan or any compensation or benefit plan, program, agreement or
arrangement of Buyer or any of its Affiliates. Nothing in this Section 5.12 shall (i) obligate Buyer
or any of its Affiliates to continue to employ any Continuing Employee for any specific period of
time following the Closing Date, subject to the requirements of applicable Law or (ii) limit the
right of Buyer, Seller or any of their respective Affiliates to, at any time, change or modify any
Plan or Buyer Benefit Plans or other plans, policies, programs, agreements, arrangements or
Contracts providing compensation or benefits at any time and in any manner.
5.13
Insurance. Other than the policies described in Section 2.1.1(s), Buyer hereby
acknowledges and agrees that, effective upon the Closing, all policies of, and binders evidencing,
any form or type of insurance that are owned or maintained by Seller or any of its Affiliates that
cover or relate to Seller, its Subsidiaries, or any of their respective assets, liabilities, employees,
businesses or operations (such policies and binders, the “Seller Insurance Coverage”) may be
terminated or modified by Seller or any of its Affiliates to exclude coverage of the Purchased
Assets, the Continuing Employees and the Assumed Liabilities, and neither Seller nor any of its
Affiliates will be purchasing or otherwise acquiring any “tail” policy or other additional or
substitute coverage for the foregoing. Any refund, rebate, credit or other amount paid, distributed
or returned by any insurance provider or other Person in respect of, or relating to, Seller’s or any
of its Affiliates’ termination or modification of any Seller Insurance Coverage shall be the
property of Seller or such Affiliate.
5.14
Relocation of Purchased Assets. Seller shall, and shall cause its Subsidiaries to,
use reasonable best efforts to relocate (at Buyer’s sole cost and expense) all Purchased Assets
(including Inventory) that are located at a Store that Buyer rejects pursuant to Section 2.7.2 to a
Transferred Store as directed by Buyer.
5.15
Legal Entity Names. To the extent that Seller or its Affiliates continue to
incorporate the Trademarks or words “Vitamin Shoppe” or any similar name (“Vitamin Shoppe
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Marks”) in their corporate or legal names following the Closing, Seller shall, and shall cause any
such applicable Affiliates to, by no later than thirty (30) days post-Closing, change the corporate
and legal names of such entities to no longer incorporate any Vitamin Shoppe Marks.
5.16
Financing Cooperation (Seller).
5.16.1 From and after the date of this Agreement and on or prior to the
Closing Date, Seller shall use its, and shall cause its Affiliates to use their, reasonable best efforts
to provide to Buyer, at Buyer’s sole cost and expense, such reasonable cooperation as may be
reasonably requested by Buyer or the Debt Financing Sources to assist Buyer in obtaining any
Debt Financing being arranged for the purpose of financing the Transactions and the related fees
and expenses, including the following:
(a)
permitting the marketing and syndication efforts to benefit from
existing banking relationships;
(b)
upon reasonable advance Notice, making Seller’s and its
Subsidiaries’ senior officers continuing in their positions following the Closing with appropriate
expertise available to participate in a reasonable number of meetings (but no more than a total of
four (4)) (including customary one-on-one meetings with the Debt Financing Sources),
presentations, road shows, due diligence sessions, drafting sessions and sessions with rating
agencies at reasonable times to be mutually agreed;
(c)
assisting with the preparation of customary information and
materials regarding Seller and its Affiliates in connection with rating agency presentations,
private placement memoranda, bank information memoranda, lender presentations, projections,
pro forma financial statements, credit agreements (and security documentation related thereto)
and similar documents (including the provision of customary authorization letters for distribution
of materials to lenders and other investors); provided, that any such information distributed in
connection with authorization letters shall contain customary language which shall exculpate the
Business, Seller, its Affiliates and their respective Representatives with respect to any liability
related to the unauthorized use or misuse of the contents of such information or related marketing
materials by the recipients thereof;
(d)
furnishing Buyer and the Debt Financing Sources with (i) financial
statements prepared in accordance with GAAP and presenting fairly in all material respects the
financial position and the results of operations and cash flows of the Business, (ii) all other
reasonably available financial information of the Business that is reasonably requested or that is
required to permit Buyer to prepare pro forma financial statements required in connection with
the Debt Financing and (iii) other customary business, financial, operational and other
information regarding the Business reasonably requested in connection with the Debt Financing;
(e)
furnishing Buyer and the Debt Financing Sources upon the
reasonable written request (including via electronic mail) of Buyer promptly with all
documentation and other information requested by the Debt Financing Sources which are required
by Governmental Authorities with respect to the Debt Financing under applicable “know your
customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and
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(f)
facilitating the negotiation of, and executing and delivering as of
(but not effective prior to) the Closing any credit agreements, pledge and security documents,
guarantees and other definitive financing documents or instruments, certificates and documents
(including facilitating the evaluation of the Business’ assets and the collateral arrangements
required by the Debt Financing Sources to create, perfect and enforce the liens and security
interests therein) and facilitating the preparation of schedules to such agreements and other
documents.
5.16.2 Seller hereby consents to the reasonable use of Seller’s and its
Affiliate’s trademarks and logos, in each case, in connection with the Debt Financing; provided,
that such trademarks and logos are used in a manner that is not intended to or reasonably likely
to harm or disparage Seller or the reputation or goodwill of Seller or the Business or any assets
or rights material to the operation of the business of Seller or the Business.
5.16.3 Notwithstanding anything to the contrary contained in this
Section 5.16, Seller shall not be required to take or permit the taking of any action pursuant to
this Section 5.16 that would: (a) require Seller or any of its Affiliates or any Persons who are
officers or directors of such entities to pass resolutions or consents to approve or authorize the
execution of the Debt Financing, except those which are subject to the occurrence of the Closing
passed by directors or officers continuing in their positions following the Closing; (b) require
Seller or any of its Affiliates or any Persons who are officers or directors of such entities to enter
into, execute or deliver any certificate, document, instrument or agreement or agree to any change
or modification of any existing certificate, document, instrument or agreement, in each case, that
is not contingent upon the Closing or that would be effective prior to the Closing (other than the
execution of customary authorization letters referenced above); (c) cause any representation or
warranty in this Agreement to be breached by Seller; (d) require Seller or any of its Affiliates to
pay any commitment or other similar fee or incur any other material liability in connection with
the Debt Financing prior to the Closing; (e) cause any director, officer, employee or stockholder
of Seller or any of its Affiliates to incur any personal liability; (f) conflict with the Organizational
Documents of Seller or any of its Affiliates or any Laws; (g) provide access to or disclose
information that is subject to an attorney-client or attorney work-product privilege or other similar
privilege; (h) require Seller, the Business or any of their respective Affiliates, prior to the Closing,
to be an issuer or other obligor with respect to the Debt Financing; and (i) require Seller, the
Business or any of their respective Affiliates to prepare or deliver any (i) financial statements or
information that is not reasonably available to it or prepared in the ordinary course of its financial
reporting practice, (ii) pro forma financial statements or pro forma financial information,
(iii) projections, “management’s discussion and analysis” or similar narrative disclosures for
Seller, the Business or their respective Affiliates or (iv) information regarding any post-Closing
or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma
adjustments desired to be incorporated into any information used in connection with the Debt
Financing. Buyer shall, promptly on request by Seller on or after the Closing Date, reimburse
Seller or any of its Affiliates for all reasonable and documented out-of-pocket costs incurred by
them or their respective Representatives in connection with such cooperation and shall indemnify
and hold harmless Seller and its Affiliates and their respective Representatives from and against
any and all losses suffered or incurred by them in connection with the arrangement of the Debt
Financing, any action taken by them at the request of Buyer or its Representatives pursuant to this
Section 5.16, except with respect to any losses suffered or incurred as a result of any gross
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negligence or willful misconduct by Seller or otherwise arising as a result of information provided
by or on behalf of Seller.
5.16.4 Buyer shall indemnify, defend and hold harmless Seller, the
Business and their respective Affiliates and their respective Representatives from and against any
and all liabilities, losses, damages, Claims, costs and expenses, interest, awards, judgments and
penalties suffered or incurred by them in connection with their cooperation in the arrangement of
the Debt Financing (including the arrangement thereof) or any action taken in accordance with
this Section 5.16 (and any information utilized in connection therewith), except with respect to
any liabilities, losses, damages, Claims, costs and expenses, interest, awards, judgments and
penalties suffered or incurred as a result of any gross negligence or willful misconduct by Seller
and its Affiliates and their respective Representatives. In addition, in the event the Closing does
not occur due to termination of this Agreement by Seller pursuant to, and in accordance with,
Section 8.1, Buyer shall, promptly upon request by Seller and in any event on the earlier of (x)
ten (10) days after request or (y) prior to or concurrently with Closing reimburse Seller for all
reasonable and documented out-of-pocket costs and expenses incurred by Seller, its Affiliates and
their respective Representatives in connection with this Section 5.16.
5.16.5 Notwithstanding anything in this Agreement to the contrary, in no
event shall the receipt or availability of any funds or financing (including any Debt Financing) by
or to Buyer or any of its Affiliates or any other financing transaction be a condition to any of
Buyer’s obligations hereunder.
5.16.6 Notwithstanding anything in this Agreement to the contrary, any
failure by Seller or the Company to perform or comply with any covenant under this Section 5.16
will not be considered in determining the satisfaction of the conditions in Article 6.
5.16.7 Any information provided to or obtained by Buyer pursuant to this
Section 5.16 will be subject to the Confidentiality Agreement and must be held by Buyer and in
accordance with and be subject to the terms of the Confidentiality Agreement.
5.17
Financial Statements. During the Interim Period, Seller shall furnish to Buyer as
soon as practicable, in each case, within thirty (30) days of the month-end or quarter-end, as
applicable, (a) the unaudited statement of operations and unaudited combined balance sheet, and
the related income statement of the Business, in each case, prepared in Ordinary Course for the
monthly period after February 22, 2025, and each subsequent monthly period ended during the
Interim Period and (b) the unaudited cash flow statement of the Business prepared in the Ordinary
Course for the quarterly period after December 28, 2024 and each subsequent quarterly period
end during the Interim Period (collectively, “Interim Financial Statements”). For the avoidance
of doubt, Closing shall not be delayed or conditioned on the receipt of such Interim Financial
Statements.
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ARTICLE 6
CONDITIONS PRECEDENT
6.1
Conditions to Obligations of Buyer and Seller. The obligations of Buyer and
Seller to complete the Transactions are subject to the satisfaction or waiver (if permitted by
applicable Law) at or prior to the Closing of the following conditions:
6.1.1
No Illegality or Law. There shall not be in effect any applicable
Law or Order that enjoins or prohibits the Transactions.
6.1.2
Bankruptcy Orders. The Bankruptcy Court shall have entered the
Sale Order and the Sale Order shall be a Final Order.
6.1.3
Regulatory Approvals. Any waiting period (including any
extension thereof) or approvals applicable to the consummation of the Transactions under the
HSR Act shall have expired or been terminated (and the Laws set forth on Section 6.1.3 of Seller
Disclosure Schedules shall have expired or been terminated and any agreement with a
Governmental Authority not to consummate the Transactions).
6.2
Conditions to Obligations of Buyer. The obligation of Buyer to complete the
Transactions is subject to the satisfaction, or waiver (if permitted by applicable Law) by Buyer,
at or prior to the Closing of the following additional conditions:
6.2.1
Truth of Representations and Warranties. The representations and
warranties of Seller contained in Section 3.1.1 (Organization; Good Standing; Qualification),
Section 3.1.2 (Authority and Enforceability), Section 3.1.4 (No Broker), and Section 3.1.7(a)
(Purchased Assets) must be true and correct in all material respects as of the Closing with the
same force and effect as if such representations and warranties were made on and as of such date
(provided, that if a representation and warranty speaks only as of a specific date it only needs to
be true and correct as of that date) and all other representations and warranties of Seller contained
in Section 3.1 must be true and correct (disregarding any “materiality”, “Material Adverse Effect”
or similar qualifications contained therein) as of the Closing with the same force and effect as if
such representations and warranties were made on and as of such date (provided, that if a
representation and warranty speaks only as of a specific date it only needs to be true and correct
as of that date), except where the failure of such representations and warranties to be so true and
correct would not have, or be reasonably expected to have, a Material Adverse Effect. Seller shall
also have executed and delivered a certificate confirming the foregoing signed by an officer of
Seller.
6.2.2
Performance of Covenants. Seller must have fulfilled or complied,
in all material respects, with all covenants contained in this Agreement required to be fulfilled or
complied with by it at or prior to the Closing. Seller shall also have executed and delivered a
certificate confirming the foregoing signed by an officer of Seller.
6.2.3
Material Adverse Effect. Since the date of this Agreement, there
shall not have occurred a Material Adverse Effect. Seller shall also have executed and delivered
a certificate confirming the foregoing signed by an officer of Seller.
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6.2.4
Closing Deliveries. At or prior to the Closing, Buyer must have
received the following:
(a)
a true and complete copy of the Sale Order, as entered by the
Bankruptcy Court;
(b)
the certificates referred to in Section 6.2.1, Section 6.2.2 and
Section 6.2.3;
(c)
a receipt acknowledging receipt of the Closing Payment, in
satisfaction of Buyer’s obligations pursuant to Section 2.3, validly executed by a duly authorized
representative of Seller; and
(d)
each of the Ancillary Agreements to which Seller or any of its
Subsidiaries is a party, validly executed by a duly authorized representative of Seller or its
applicable Subsidiary.
6.3
Conditions to Obligations of Seller. The obligation of Seller to complete the
Transactions is subject to the satisfaction, or waiver (if permitted by applicable Law) by Seller,
at or prior to the Closing of the following additional conditions:
6.3.1
Truth of Representations and Warranties. The representations and
warranties of Buyer contained in Section 3.2 must be true and correct in all respects (disregarding
any “materiality” or similar qualifications contained therein) as of the Closing with the same force
and effect as if such representations and warranties were made on and as of such date (provided
that if a representation and warranty speaks only as of a specific date it only needs to be true and
correct as of that date), except where the failure of such representations and warranties to be so
true and correct would not, or be reasonably expected, to, materially adversely affect the ability
of Buyer to consummate the Transactions. Buyer shall also have executed and delivered a
certificate confirming the foregoing, signed by an officer of Buyer.
6.3.2
Performance of Covenants. Buyer must have fulfilled or complied,
in all material respects, with all covenants contained in this Agreement required to be fulfilled or
complied with by it at or prior to the Closing. Buyer shall also have executed and delivered a
certificate confirming the foregoing, signed by an officer of Buyer.
6.3.3
Closing Deliveries. At or prior to the Closing, Seller must have
received the following:
(a)
a true and complete copy of the Sale Order, as entered by the
Bankruptcy Court;
(b)
the certificates referred to in Section 6.3.1 and Section 6.3.2;
(c)
each of the Ancillary Agreements to which Buyer or any of its
Affiliates is a party, validly executed by a duly authorized representative of Buyer or its applicable
Affiliate;
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(d)
the Closing Payment in accordance with Section 2.3.1 (along with
a U.S. Federal Reserve reference or similar number evidencing execution of such payment); and
(e)
the Deposit (together with all accrued interest or other earnings
thereon), from the Escrow Agent.
ARTICLE 7
NO SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PRE-CLOSING
COVENANTS
7.1
No Survival. The representations and warranties of the Parties and the covenants
and agreements of the Parties that are to be performed prior to the Closing, whether contained in
this Agreement or in any agreement or document delivered pursuant to this Agreement, shall not
survive beyond the Closing and other than with respect to claims for Fraud, there shall be no
liability following the Closing in respect thereof, whether such liability has accrued prior to or
after the Closing, on the part of any Party or any of its officers, directors, equity holders,
managers, agents or Affiliates; provided, however, that this Section 7.1 shall not limit any
covenant or agreement of the Parties that by its terms contemplates performance after the Closing,
and such covenants or agreements shall survive in accordance with its terms, and if no term is
specified, then for six (6) years following the Closing Date. Buyer and Seller acknowledge and
agree that the agreements contained in this Section 7.1 (a) require performance after the Closing
to the maximum extent permitted by applicable Law and will survive the Closing for six (6) years
and (b) are an integral part of the Transactions and that, without the agreements set forth in this
Section 7.1, none of the Parties would enter into this Agreement. Notwithstanding anything in
this Section 7.1 to the contrary, nothing in this Agreement shall limit or restrict the rights of any
Party hereto to maintain or recover any amounts in connection with any action or claim based on
Fraud or Willful Breach of the other Party, in each case (as applicable) subject to terms, conditions
and limitations set forth in Section 8.2.
7.2
No Recourse.
7.2.1
Notwithstanding anything that may be expressed or implied in this
Agreement or any Ancillary Agreement to the contrary, each Party acknowledges and agrees,
both for itself and its Associated Persons and their respective successors and assigns, that, other
than with respect to claims of Fraud, and to the extent otherwise set forth in the Confidentiality
Agreement and the Equity Commitment Letter, (a) any Liability that may be based upon, in
respect of, arise under, out of or by reason of, be connected with or relate in any manner to this
Agreement or any Ancillary Agreement or any documents or instruments delivered thereunder or
the negotiation, execution or performance or non-performance of this Agreement or any Ancillary
Agreement or any documents or instruments delivered thereunder (including any representation
or warranty made in, in connection with or as an inducement to this Agreement or any Ancillary
Agreement) may be made only against (and such representations and warranties are those solely
of) the entities that are expressly identified as a Party in the Preamble of this Agreement or any
Ancillary Agreement (each a “Contracting Party”), and then only to the extent of the specific
obligations, terms and limitations set forth in this Agreement or any Ancillary Agreement or any
documents or instruments delivered thereunder, (b) in no event shall a Contracting Party have any
shared or vicarious liability, or otherwise be the subject of legal or equitable claims, for the
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actions, omissions of any other Person, (c) none of the Associated Persons of Seller and Buyer
(other than the Contracting Party) (collectively, the “Non-Recourse Persons”) shall have any
Liability arising under, out of or by reason of, connected with or relate in any manner to this
Agreement or any Ancillary Agreement or any documents or instruments delivered thereunder or
for any claim based on, in respect of or by reason of this Agreement or any Ancillary Agreement
or any documents or instruments delivered thereunder or their negotiation, execution,
performance, non-performance or breach, and each Party hereto, both for itself and its Associated
Persons and their respective successors and assigns, waives and releases all such Liabilities
against any such Non-Recourse Persons, including any and all causes of action arising from or
otherwise relating to such Non-Recourse Persons’ receipt of consideration or other benefits from
this Agreement or any Ancillary Agreement and the Transactions, and (d) to the maximum extent
permitted by applicable Laws, each of Buyer and Seller, both for themselves and their respective
Associated Persons and their respective successors and assigns, (i) waives and releases any and
all rights, claims, demands or causes of action that may otherwise be available at law or in equity,
or granted by statute, regulation or other applicable Law to avoid or disregard the entity form of
the Contracting Party or otherwise impute or extend the Liability of the Contracting Party to any
Non-Recourse Person, whether based on statute or based on theories of equity, agency, control,
instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil,
unfairness, undercapitalization or otherwise and (ii) disclaims any reliance upon any Non-
Recourse Person with respect to the performance of this Agreement or any Ancillary Agreement
or any representation or warranty made in, in connection with or as an inducement to this
Agreement or any Ancillary Agreement. The Non-Recourse Persons are intended third-party
beneficiaries of this Section 7.2 with full rights of enforcement of this Section 7.2 as if a party
hereto.
7.2.2
Except to the extent otherwise expressly provided in Section 9.9,
Buyer’s sole and exclusive remedy (a) for a breach of any representation or warranty made by
Seller herein or in any document, certificate or instrument delivered pursuant hereto or (b) for a
breach of any covenant made by Seller herein or in any document, certificate or instrument
delivered pursuant hereto and required to be performed by Seller at or prior to the Closing, shall,
in either case, be limited to Buyer’s right to validly terminate this Agreement solely to the extent
permitted pursuant to Section 8.1, in which case Seller shall not have any further liability or any
kind (whether in equity or at Law, in Contract, in tort or otherwise), except to the extent expressly
provided in Section 8.1 or Section 8.2.
7.2.3
Except to the extent otherwise expressly provided in Section 9.9,
Seller’s sole and exclusive remedy (a) for a breach of any representation or warranty made by
Buyer herein or in any document, certificate or instrument delivered pursuant hereto or (b) for a
breach of any covenant made by Buyer herein or in any document, certificate or instrument
delivered pursuant hereto and required to be performed by Buyer at or prior to the Closing, shall,
in either case, be limited to Seller’s right to validly terminate this Agreement solely to the extent
permitted pursuant to Section 8.1, in which case Buyer shall not have any further liability of any
kind (whether in equity or at Law, in Contract, in tort or otherwise), except to the extent expressly
provided in Section 8.1 or Section 8.2 (and subject to Section 8.2.5).
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ARTICLE 8
TERMINATION
8.1
Termination. This Agreement may, by Notice given prior to the Closing, be
terminated:
8.1.1
by mutual written agreement of Buyer and Seller;
8.1.2
by Buyer or Seller if there has been a material breach of the Sale
Order or this Agreement by the other Party such that the conditions of Closing (a) set forth in
Section 6.2.1 or Section 6.2.2, in the case of a termination by Buyer, or (b) set forth in
Section 6.3.1 or Section 6.3.2, in the case of a termination by Seller, would not be satisfied
(provided, that the non-breaching Party is not also in breach of this Agreement so as to cause the
conditions of Closing for the benefit of the other Party to not be satisfied), and such breach has
not been cured within twenty (20) days following Notice of such breach by the non-breaching
Party; provided, that, for greater certainty, a failure by Buyer to provide, or cause to be provided,
Seller with sufficient funds to complete the Transactions at the time which the Closing should
have occurred shall not be subject to this Section 8.1.2 and shall only be subject to
Section 8.1.7(a); provided, further, that within three (3) Business Days of such termination, if
Buyer is the terminating party pursuant to this Section 8.1.2, Buyer shall receive reimbursement
from Seller (by wire transfer of immediately available funds to the account designated by Buyer
by Notice to Seller) for Buyer’s reasonable fees, costs, expenses in an amount not to exceed
$3,000,000 (the “Buyer Expense Reimbursement”);
8.1.3
by Buyer, if (a) the Bankruptcy Court has not approved and entered
the Sale Order prior to 11:59 p.m. (Eastern Time) on May 15, 2025 (unless further extended upon
mutual agreement by Buyer and Seller in writing (email to counsel being sufficient)), (b)
following entry of the Sale Order if such Sale Order is not a Final Order (unless such Final Order
requirement is waived by Seller and Buyer in their respective discretion) within fourteen (14)
days of entry of the Sale Order, or (c) the Bankruptcy Court enters any Order materially
inconsistent with the Sale Order or the consummation of this Agreement and such order is not
reversed, modified or amended to the satisfaction of Buyer within thirty (30) days; provided, that
the right to terminate this Agreement under this Section 8.1.3 shall not be available to Buyer if
Buyer failed to fulfill any material obligation under this Agreement and such failure is the cause
of, or resulted in, such stay, reversal, modification, amendment or vacation; provided, further,
that within three (3) Business Days of such termination, if Buyer is the terminating party pursuant
to this Section 8.1.3, Buyer shall receive Buyer Expense Reimbursement from Seller (by wire
transfer of immediately available funds to the account designated by Buyer by Notice to Seller);
8.1.4
by Buyer, if Seller seeks to have the Bankruptcy Court enter an
order (or consents to or does not oppose entry of an order) (a) dismissing the Chapter 11 Cases or
converting the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code,
(b) appointing a trustee, receiver or other Person responsible for operation or administration of
Seller or its business or assets, or a responsible officer for Seller, or an examiner with enlarged
powers relating to the operation or administration of Seller or its business or assets (each, an
“Appointee”); provided, that Appointee shall not include any chief restructuring officer that has
been or that may be appointed by Seller and authorized by the Bankruptcy Court in the Chapter
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11 Cases, or (c) if Seller files any stand-alone plan of reorganization or liquidation, in each case,
that does not contemplate consummation of the Transactions (or announces support of any such
plan filed by any other party); provided, that within three (3) Business Days of such termination,
if Buyer is the terminating party pursuant to this Section 8.1.4, Buyer shall receive Buyer Expense
Reimbursement from Seller (by wire transfer of immediately available funds to the account
designated by Buyer by Notice to Seller);
8.1.5
by Buyer or Seller if Closing has not occurred by the Outside Date;
provided that such terminating Party is not in material breach of this Agreement at the time of
such termination;
8.1.6
by Buyer or Seller (provided, that such terminating Party is not in
material breach of this Agreement) if a Governmental Authority of competent jurisdiction shall
have issued a final and non-appealable Order or taken any other non-appealable final action, in
each case, having the effect of permanently making the consummation of the Transactions illegal
or otherwise permanently restraining or prohibiting consummation of the Transactions;
8.1.7
by Seller, if (a) (i) all of the conditions set forth in Sections 6.1 and
6.2 are satisfied as of the Closing Date (other than those conditions that, by their nature, can only
be satisfied as of the Closing Date, but which would be satisfied as of the Closing Date), (ii) Seller
has irrevocably notified Buyer in writing that (A) it is ready, willing and able to consummate the
Transactions and (B) all conditions set forth in Section 6.3 have been satisfied (other than those
conditions that, by their nature, can only be satisfied as of the Closing Date, but which would be
satisfied as of the Closing Date) or that it is willing to irrevocably waive any unsatisfied conditions
set forth in Section 6.3, (iii) Seller has given Buyer Notice at least two (2) Business Days prior to
such termination stating Seller’s intention to terminate this Agreement pursuant to this
Section 8.1.7, and (iv) Buyer does not provide, or cause to be provided, Seller with immediately
available funds in amount equal to the Closing Payment at the time which the Closing should
have occurred by the expiration of the two (2) Business Day period contemplated by clause (iii)
hereof, or (b) Seller or its board of directors (or other applicable body), upon consultation with
outside financial advisors and legal counsel, determines in its good faith business judgment that
proceeding with the Transactions would violate Law or be inconsistent with its fiduciary
obligations under Law;
8.1.8
by Buyer, if (a) the Bankruptcy Court enters any Final Order that
would reasonably be expected to prevent, impede or materially delay the consummation of the
Transactions in accordance with the terms of this Agreement or (b) any creditor of Seller obtains
a final and unstayed Order of the Bankruptcy Court granting relief from the automatic stay to
foreclose on any material portion of the Purchased Assets; provided, that within three (3) Business
Days of such termination, if Buyer is the terminating party pursuant to this Section 8.1.8, Buyer
shall receive Buyer Expense Reimbursement from Seller (by wire transfer of immediately
available funds to the account designated by Buyer by Notice to Seller); and
8.1.9
by Buyer, if Seller fails to file the Sale Motion within five (5)
Business Days after execution of this Agreement; provided, that within three (3) Business Days
of such termination, if Buyer is the terminating party pursuant to this Section 8.1.9, Buyer shall
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receive Buyer Expense Reimbursement from Seller (by wire transfer of immediately available
funds to the account designated by Buyer by Notice to Seller).
8.2
Procedure and Effect of Termination.
8.2.1
Termination of this Agreement by either Buyer or Seller shall be
by delivery of a Notice to the other Party. Such Notice shall state the termination provision in this
Agreement that such terminating Party is claiming provides a basis for termination of this
Agreement. Termination of this Agreement pursuant to the provisions of Section 8.1 shall be
effective upon and as of the date of delivery of such Notice as determined pursuant to Section 9.2.
8.2.2
If a Party waives compliance with any of the conditions, obligations
or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights
of termination in the event of non-fulfilment, non-observance or non-performance of any other
condition, obligation or covenant in whole or in part.
8.2.3
If this Agreement is terminated, the Parties are released from all of
their obligations under this Agreement, except that each Party’s obligations under Sections 5.2,
7.1, 7.2, and 8.2, and Article 9 will survive.
8.2.4
As soon as practicable following a termination of this Agreement
for any reason, but in no event more than thirty (30) days after such termination, Buyer and Seller
shall, to the extent practicable, withdraw all filings, applications and other submissions relating
to the Transactions filed or submitted by or on behalf of such Party to any Governmental
Authority or other Person.
8.2.5
Notwithstanding Section 8.2.3, in the event of a valid termination
of this Agreement by Seller pursuant to Section 8.1.2 or Section 8.1.7(a), then Buyer and Seller
shall, within two (2) Business Days after the date of such termination, deliver joint written
instructions (“Joint Written Instructions”) to the Escrow Agent directing the Escrow Agent to
deliver to Seller an amount equal to the Deposit plus any accrued interest or other earnings
thereon. Buyer acknowledges that the agreements contained in this Section 8.2.5 are an integral
part of the Transactions, and that without these agreements, Seller would not have entered into
this Agreement; accordingly, if Buyer fails to deliver such Joint Written Instructions or pay any
amount due pursuant to this Section 8.2.5 and, in order to obtain any such Joint Written
Instructions and/or to obtain such payment, Seller commences a Litigation which results in a
judgment against Buyer for any Joint Written Instructions and/or payment set forth in this Section
8.2.5, Buyer shall pay Seller its costs and expenses (including reasonable attorneys’ fees and
disbursements not to exceed $1,000,000) in connection with such Litigation (“Seller Expense
Reimbursement”). For the avoidance of doubt, subject to Section 9.9, Seller’s receipt of the
Deposit and Seller Expense Reimbursements, to the extent applicable, pursuant to this Section
8.2.5 shall be Seller’s sole and exclusive remedy in connection with a termination of the
Agreement in accordance with Section 8.1.2 or Section 8.1.7(a) by Seller; excluding any Willful
Breach of this Agreement prior to the date of such Termination; provided, that, in no event shall
Buyer’s liability for any Willful Breach (pursuant to a non-appealable Order from a court of
competent jurisdiction) exceed the amount of the Deposit (minus any other payments made
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pursuant to this Section 8.2.5); provided, further, that, in no event shall Buyer’s liability exceed
the Deposit (together with any Seller Expense Reimbursement).
8.2.6
In no event shall Seller seek any other remedies available at law or
in equity in the event of a valid termination of this Agreement, including equitable relief,
consequential, indirect, special, and/or punitive damages, damages for the benefit of the bargain
lost by Seller (taking into consideration relevant matters, including opportunities foregone while
negotiating this Agreement or in reliance on this Agreement or on the expectation of the
consummation of the transactions contemplated hereby or the time value of money), any
diminution in value of the Business, or the reimbursement of any Seller’s costs and expenses
against the Buyer Related Persons in excess of the amount of the Deposit (together with any Seller
Expense Reimbursement). While Seller may pursue either a grant of specific performance (in
accordance with Section 9.9 and subject to the limitations thereof) or the payment of the Deposit
(together with any Seller Expense Reimbursement) or monetary damages up to the amount of the
Deposit (together with any Seller Expense Reimbursement) in accordance with this Section 8.2,
under no circumstances will Seller be permitted or entitled to receive both (A) a grant of specific
performance to cause the Closing to occur (or other equitable relief) and (B) monetary damages
up to the amount of the Deposit (together with any Seller Expense Reimbursement) in accordance
with this Section 8.2, and in no circumstances will Buyer be required to pay the Deposit (together
with any Seller Expense Reimbursement) on more than one (1) occasion, and in no event shall
Seller receive an amount in excess of the Deposit (together with any Seller Expense
Reimbursement).
8.2.7
Notwithstanding anything to the contrary in this Agreement or any
Ancillary Agreement, but subject to Seller’s right expressly set forth in Section 9.9, in the event
that this Agreement is terminated (including in the event of any Willful Breach), the maximum
aggregate liability of the Buyer Related Persons shall be limited to the amount of the Deposit
(together with any Seller Expense Reimbursement), and in no event shall any Seller Related
Person seek any other remedies available at Law or in equity, including equitable relief,
consequential, indirect, special, and/or punitive damages, damages for the benefit of the bargain
lost by any Seller Related Person (taking into consideration relevant matters, including
opportunities foregone while negotiating this Agreement or in reliance on this Agreement or on
the expectation of the consummation of the transactions contemplated hereby or the time value
of money), any diminution in value of Seller, the Business, or the reimbursement of any of Seller’s
costs and expenses against the Buyer Related Persons in excess of the amount of the Deposit
(together with any Seller Expense Reimbursement).
8.2.8
The Parties acknowledge and agree that the agreements contained
in this Section 8.2 are an integral part of the Transactions and without these agreements, the other
Parties would not enter into this Agreement. The Parties acknowledge and agree that the Deposit
(together with any Seller Expense Reimbursement) is liquidated damages, and not a penalty, and
the payment of the Deposit (together with any Seller Expense Reimbursement) in the
circumstances specified herein is supported by due and sufficient consideration (including the
fact that Seller would not be entitled to receive the Closing Payment and would suffer other
damages of an incalculable nature and amount).
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8.2.9
Notwithstanding Section 8.2.3 and subject to Section 8.2.5, in the
event of a termination of this Agreement other than by Seller pursuant to Section 8.1.2 or
Section 8.1.7(a), then Buyer and Seller shall, within two (2) Business Days after the date of such
termination, deliver Joint Written Instructions to the Escrow Agent directing the Escrow Agent
to deliver to Buyer an amount equal to the Deposit plus any accrued investment interest thereon
(less any fees or expenses owing to the Escrow Agent).
8.2.10 In the event of termination of this Agreement pursuant to
Section 8.1: (a) Buyer shall (in accordance with the Confidentiality Agreement) return or destroy
all documents and other material received from Seller relating to Seller and its Subsidiaries, the
Business, the Purchased Assets and/or the Transactions, whether so obtained before or after the
execution hereof, to Seller; and (b) all confidential information received by Buyer with respect to
Seller and its Subsidiaries, the Business, the Purchased Assets and/or the Transactions shall be
treated in accordance with the Confidentiality Agreement, and with the Confidentiality
Agreement remaining in full force and effect in accordance with its terms, notwithstanding the
termination of this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1
Governing Law, Jurisdiction, Venue and Service.
9.1.1
Governing Law. Except to the extent the mandatory provisions of
the Bankruptcy Code apply, this Agreement shall be governed by and construed in accordance
with the Laws of the State of Delaware, including all matters of construction, validity and
performance, in each case without reference to any conflicts or choice of Law rule or principle
(whether of the State of Delaware or any other jurisdiction) that might otherwise refer
construction or interpretation of this Agreement to the substantive Law of another jurisdiction.
9.1.2
Consent to Jurisdiction and Venue.
(a)
Subject to Section 9.9, the Parties hereby irrevocably and
unconditionally consent to the exclusive jurisdiction of the Bankruptcy Court for any action, suit
or proceeding (other than appeals therefrom) arising out of or relating to this Agreement or any
Ancillary Agreement, the negotiation, execution, or performance of this Agreement or any
Ancillary Agreement, or the Transactions and any questions concerning the construction,
interpretation, validity, and enforceability of this Agreement or any Ancillary Agreement and
agree not to commence any action, suit or proceeding (other than appeals therefrom) related
thereto except in such court. The Parties further hereby irrevocably and unconditionally waive
any objection to the laying of venue of any action, suit or proceeding (other than appeals
therefrom) arising out of or relating to this Agreement or any Ancillary Agreement, the
negotiation, execution, or performance of this Agreement or any Ancillary Agreement, or the
Transactions and any questions concerning the construction, interpretation, validity, and
enforceability of this Agreement or any Ancillary Agreement in the Bankruptcy Court, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in any such court
that any such action, suit or proceeding brought in the Bankruptcy Court has been brought in an
inconvenient forum. Following the conclusion, dismissal or entry of a final order otherwise
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resolving or ending the Chapter 11 Cases, such Litigation arising out of or relating to this
Agreement or any Ancillary Agreement, the negotiation, execution, or performance of this
Agreement or any Ancillary Agreement, or the Transactions and any questions concerning the
construction, interpretation, validity, and enforceability of this Agreement or any Ancillary
Agreement shall be heard and determined exclusively in the Court of Chancery of the State of
Delaware (of if such court lacks jurisdiction, any other federal or state courts in the State of
Delaware), and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of
such courts in any such Litigation and irrevocably waive the defense of any inconvenient forum
to the maintenance of any such Litigation.
(b)
ANY LITIGATION IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND THEREFORE THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ALL THEIR RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR
THE TRANSACTIONS. ANY LITIGATION WILL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF
A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY. EACH PARTY (I) CERTIFIES THAT NO ADVISOR OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
9.1.2(b).
9.1.3
Service. Each Party further agrees that service of any process,
summons, Notice or document by registered mail to its address set forth in Section 9.2.2 shall be
effective service of process for any action, suit or proceeding brought against it under this
Agreement in any such court. Nothing in this Agreement will affect the right of any Party to serve
process in any other manner permitted by Law.
9.2
Notices.
9.2.1
Notice Requirements. Any notice, request, demand, waiver,
consent, approval or other communication permitted or required under this Agreement (each, a
“Notice”) shall be in writing, shall refer specifically to this Agreement and shall be deemed given
only if delivered by hand or sent by email or by internationally recognized overnight delivery
service that maintains records of delivery, addressed to the Parties at their respective addresses
specified in Section 9.2.2 or to such other address as the Party to whom Notice is to be given may
have provided to the other Party at least five (5) days’ prior to such address taking effect in
accordance with this Section 9.2. Such Notice shall be deemed to have been given as of the date
delivered by hand or internationally recognized overnight delivery service or when sent by email
(with no bounce back or other notification of failure to be delivered). If a Notice deemed given
upon receipt is given after 5:00 p.m. in the place of receipt (the Parties understand and agree that
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the foregoing applies only to Notice and not to copies), such Notice will be deemed given on the
next succeeding Business Day.
9.2.2
Address for Notice.
If to Seller, to:
c/o Franchise Group, Inc.
109 Innovation Court, Suite J
Delaware, Ohio 43015
Attention: Tiffany McMillan-McWaters
Email: tmcwaters@franchisegrp.com
with a copy (which shall not constitute effective Notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Shawn OHargan, P.C.; Joshua A. Sussberg, P.C.; Nicole L.
Greenblatt, P.C.; Keli Huang; and Derek I. Hunter
Email: shawn.ohargan@kirkland.com; jsussberg@kirkland.com;
ngreenblatt@kirkland.com; keli.huang@kirkland.com; and
derek.hunter@kirkland.com
If to Buyer, to:
TVS Buyer, LLC
c/o Kingswood Capital Management, L.P.
11812 San Vincente Blvd., Suite 604
Los Angeles, California 90049
Attention: Alex Wolf, Michael Niegsch, and Clayton Lechleiter
Email: awolf@kingswood-capital.com; mniegsch@kingswood-
capital.com; and clechleiter@kingswood-capital.com
with a copy (which shall not constitute effective Notice) to:
McDermott Will & Emery LLP
333 SE 2nd Avenue, Suite 4500
Miami, Florida 33131
Attention: Frederic Levenson, Michael Hacker, and Jay Kapp
Email: flevenson@mwe.com; mhacker@mwe.com; and
jkapp@mwe.com
9.3
No Benefit to Third Parties. Except as otherwise expressly provided in this
Agreement, Seller and Buyer intend that this Agreement will not benefit or create any right or
cause of action in favor of any Person, other than the Parties and their respective heirs,
administrators, executors, legal representatives, successors and permitted assigns. Except as
otherwise expressly provided in this Agreement, no Person, other than the Parties and their
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respective heirs, administrators, executors, legal representatives, successors and permitted
assigns, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding,
hearing or other forum. The Parties reserve their right to vary or rescind the rights at any time and
in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a
Party, without notice to or consent of that Person.
9.4
Waiver. No waiver of any of the provisions of this Agreement will constitute a
waiver of any other provision (whether or not similar). No waiver will be binding unless executed
in writing by the Party against whom the waiver is to be effective. A Party’s failure or delay in
exercising any right under this Agreement will not operate as a waiver of that right. A single or
partial exercise of any right will not preclude a Party from any other or further exercise of that
right or the exercise of any other right.
9.5
Expenses. Except as otherwise expressly provided in this Agreement (including
Section 8.1) and whether or not the Transactions, each Party will pay for their own fees, costs and
expenses (including fees, costs and expenses of advisors) incurred in connection with the
negotiation, performance and consummation of this Agreement and the Ancillary Agreements,
and the Transactions; provided, however, Buyer shall be responsible for all fees and expenses of
the Escrow Agent.
9.6
Assignment.
9.6.1
This Agreement becomes effective only when executed by Seller
and Buyer. After that time, it will be binding upon and inure to the benefit of Seller, Buyer and
their respective heirs, administrators, executors, legal representatives, successors and permitted
assigns, including any trustee or estate representative appointed in the Chapter 11 Cases or any
successor Chapter 7 cases.
9.6.2
Neither this Agreement nor any of the rights or obligations under
this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior
written consent of the other Party; provided, however, that (a) Seller may transfer or assign such
rights and obligations under this Agreement pursuant to any chapter 11 plan of reorganization or
to a liquidation trust or similar vehicle under a confirmed chapter 11 plan of liquidation in the
Chapter 11 Cases, (b) Buyer may transfer or assign such rights and/or obligations (or any
document to be delivered by Buyer pursuant hereto) under this Agreement to one or more
Affiliates of Buyer, by prior written notice to Seller, and, to the extent of any such transfer or
assign, this Agreement shall be binding upon each of such Affiliates, their successors and
permitted assigns, which shall be treated as Buyer to such extent; provided, that, no such
assignment shall (i) relieve Buyer of its obligations hereunder and Buyer shall in all cases remain
responsible for all such obligations, (ii) result in Seller incurring any incremental unreimbursed
fees, costs, Taxes or expenses (other than immaterial attorney’s fees), (iii) result in notifications
or other information required to be filed under any Antitrust Law or (iv) delay the receipt of any
Consent, clearance or authorization of or from any Governmental Authority or (c) at or after the
Closing, Buyer may assign its rights (but not its obligations) to any lender (including the Debt
Financing Sources) providing financing in connection with the transactions contemplated hereby
for collateral security purposes. Any transferee of any Purchased Asset or any interest therein
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shall be a creditworthy entity and shall agree to assume all obligations under this Agreement and
the Ancillary Agreements.
9.7
Amendment. This Agreement may only be amended, supplemented or otherwise
modified by written agreement signed by Buyer and Seller. Notwithstanding the foregoing, this
Section 9.7 and Section 9.15 (and any other provision of this Agreement to the extent the
modification, waiver or termination of such provision would modify the substance of such
provisions) may not be amended, modified, waived or terminated in a manner materially adverse
to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.
9.8
Severability. If any provision of this Agreement is determined to be illegal,
invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision
will be ineffective only to the extent of such prohibition or invalidity in such jurisdiction and will
be severed from this Agreement and the remainder of such provision or the remaining provisions
of this Agreement shall remain in full force and effect.
9.9
Equitable Relief.
9.9.1
Subject to Section 9.9.4, the Parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Subject to Section 9.9.4, it is
accordingly agreed that (a) a Party shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement
and (b) the right of specific performance and other equitable relief is an integral part of the
Transactions and without that right, neither Seller nor Buyer would have entered into this
Agreement. Subject to Section 9.9.4, each Party hereby waives (i) any requirement that the other
Party post a bond or other security as a condition for obtaining any such relief and (ii) any
defenses in any action for specific performance, including the defense that a remedy at law would
be adequate. Subject to Section 9.9.4, the Parties agree that the foregoing is in addition to any
other remedy to which the Parties are entitled under this Agreement,
9.9.2
Each Party hereby agrees not to raise any objections to the
availability of equitable remedies to the extent provided for herein, and the Parties further agree
that nothing set forth in this Section 9.9 shall require any Party hereto to institute any proceeding
for (or limit any Party’s right to institute any proceeding for) specific performance under this
Section 9.9 prior or as a condition to exercising any termination right under this Agreement, nor
shall the commencement of any legal action or legal proceeding pursuant to this Section 9.9 or
anything set forth in this Section 9.9 restrict or limit any Party’s right to terminate this Agreement
in accordance with the terms hereof.
9.9.3
If, prior to the Outside Date, any Party brings any Litigation, in
each case in accordance with Section 9.1.2, to enforce specifically the performance of the terms
and provisions of this Agreement by any other Party, the Outside Date will automatically be
extended (a) for the period during which such Litigation is pending, plus ten (10) Business Days
or (b) by such other time period established by the court presiding over such Litigation, as the
case may be.
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9.9.4
Notwithstanding anything to the contrary herein, while Seller may
pursue both a grant of specific performance (in accordance with this Section 9.9 and subject to
the limitations hereof) and the payment of the Deposit (together with any Seller Expense
Reimbursement) in accordance with Section 8.2, under no circumstances will Seller be permitted
or entitled to receive both (a) a grant of specific performance to cause the Closing to occur (or
other equitable relief) and (b) the Deposit (together with any Seller Expense Reimbursement),
and in no circumstances will Buyer be required to pay the Deposit (together with any Seller
Expense Reimbursement) on more than one (1) occasion, and in no event shall Seller, in the
aggregate receive an amount in excess of the Deposit (together with any Seller Expense
Reimbursement).
9.10
No Liability. No director, officer or employee of Buyer or its Affiliates shall have
any personal liability whatsoever to Seller under this Agreement or any other document delivered
in connection with the Transactions on behalf of Buyer. No director, officer or employee of Seller
or its Affiliates shall have any personal liability whatsoever to Buyer or its Affiliates under this
Agreement or any other document delivered in connection with the Transactions on behalf of
Seller.
9.11
Bulk Sales Statutes. The Parties intend that pursuant to section 363(f) of the
Bankruptcy Code, the transfer of the Purchased Assets shall be free and clear of any
Encumbrances in the Purchased Assets including any liens or Claims arising out of the bulk
transfer laws, except Permitted Encumbrances, and the Parties shall take such steps as may be
necessary or appropriate to so provide in the Sale Order. In furtherance of the foregoing, each
Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers” or similar
Laws and all other similar Laws in all applicable jurisdictions in respect of the Transactions.
9.12
Representation by Counsel. Each Party represents and agrees with the other that
(a) it has been represented by, or had the opportunity to be represented by, independent counsel
of its own choosing, and that it has had the full right and opportunity to consult with its respective
attorney(s) to the extent that it desired, (b) it availed itself of this right and opportunity, (c) it or
its authorized officers (as the case may be) have carefully read and fully understand this
Agreement and the Ancillary Agreements in their entirety and have had them fully explained to
them by such Party’s respective counsel, (d) each is fully aware of the contents hereof and thereof
and their meaning, intent and legal effect, and (e) it or its authorized officer (as the case may be)
is competent to execute this Agreement and has executed this Agreement free from coercion,
duress or undue influence.
9.13
Counterparts. This Agreement and any Ancillary Agreements, and any
amendments to this Agreement and any Ancillary Agreements, may be executed in any number
of counterparts, each of which is deemed to be an original, and such counterparts together
constitute one and the same instrument. Transmission of an executed signature page by email or
other electronic means is as effective as a manually executed counterpart of this Agreement. Any
counterpart, to the extent signed and delivered by means of a .PDF, DocuSign, or other electronic
transmission, will be treated in all manner and respects as an original Contract and will be
considered to have the same binding legal effects as if it were the original signed version of such
Contract delivered in person. Minor variations in the form of the signature page to this Agreement
or any Ancillary Agreement, including footers from earlier versions of any such other document,
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will be disregarded in determining the effectiveness of such signature. At the request of any party
to this Agreement or any Ancillary Agreement, each other party to such agreement will re-execute
original forms of such agreement and deliver them to all other parties. No party to this Agreement
or any Ancillary Agreement will raise the use of a .PDF, DocuSign, or other electronic
transmission to deliver a signature or the fact that any signature or Contract was transmitted or
communicated through the use of PDF, DocuSign, or other electronic transmission as a defense
to the formation of a Contract and each such party forever waives any such defense.
9.14
Entire Agreement. This Agreement, together with Seller Disclosure Schedules
and Exhibits expressly contemplated hereby and attached hereto, Seller Disclosure Schedules, the
Ancillary Agreements, the Confidentiality Agreement and the other agreements, certificates and
documents delivered in connection herewith or therewith or otherwise in connection with the
Transactions, contain the entire agreement between the Parties with respect to the Transactions
and supersede all prior agreements, understandings, promises and representations, whether
written or oral, between the Parties with respect to the subject matter hereof and thereof. In the
event an ambiguity or question of intent or interpretation arises with respect to this Agreement,
the terms and provisions of the execution version of this Agreement will control and prior drafts
of this Agreement and any Ancillary Agreement will not be considered or analyzed for any
purpose (including in support of parol evidence proffered by any Person in connection with this
Agreement), will be deemed not to provide any evidence as to the meaning of the provisions of
this Agreement or the intent of the Parties, and will be deemed joint work product of the Parties.
9.15
Debt Financing Sources. Notwithstanding anything in this Agreement to the
contrary (but in all cases subject to and without in any way limiting the rights, remedies and
Claims of Buyer and/or any of its Affiliates party to the Debt Commitment Letters, if any, under
or pursuant to the Debt Commitment Letters or any other agreement entered into with respect to
the Debt Financing), each Party, on behalf of itself and each of its Affiliates, hereby:
9.15.1 agrees that no Debt Financing Source will have any liability
(whether in contract or in tort, in law or in equity, or granted by statute or otherwise) for any
Claims, causes of action, suits, litigation, proceedings, obligations or any related losses, costs or
expenses arising under, out of, in connection with or related in any manner to this Agreement, the
Debt Financing, the Debt Commitment Letters, any contract entered into with respect the Debt
Financing, or any of the Transactions or based on, in respect of or by reason of this Agreement,
the Debt Commitment Letters or any contract entered into with respect the Debt Financing or
their respective negotiation, execution, performance or breach;
9.15.2 agrees not to commence (and if commenced agrees to dismiss or
otherwise terminate) any claim, cause of action, suit, litigation, or other proceeding (including
any civil, criminal, administrative, investigative or appellate proceeding) against any Debt
Financing Source arising under, out of, in connection with or related in any manner to this
Agreement, the Debt Commitment Letters, any contract entered into with respect the Debt
Financing or any of the Transactions;
9.15.3 agrees (without limiting the foregoing clauses 9.15.1 and 9.15.2)
that any Litigation against the Debt Financing Sources arising out of or relating to this Agreement,
the Debt Financing, the Debt Commitment Letters, any contract entered into with respect the Debt
Case 24-12480-LSS Doc 1283-2 Filed 04/16/25 Page 122 of 326
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 170 of 252
- 88 -
Financing or any of the Transactions or the performance of any services hereunder or thereunder,
shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of
Manhattan, New York, New York, and any appellate court thereof, and each Party irrevocably
submits itself and its property with respect to any such Litigation to the exclusive jurisdiction of
such courts;
9.15.4 agrees (without limiting the foregoing clauses 9.15.1 and 9.15.2)
not to bring or support or permit any of its Affiliates to bring or support any Litigation, whether
in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources
in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment
Letters, any contract entered into with respect the Debt Financing or any of the Transactions or
the performance of any services thereunder in any forum other than any federal or state court in
the Borough of Manhattan, New York, New York;
9.15.5 irrevocably waives, to the fullest extent that it may effectively do
so, the defense of an inconvenient forum to the maintenance of such Litigation in any such court;
9.15.6 knowingly, intentionally and voluntarily waives to the fullest
extent permitted by applicable Law trial by jury in any Litigation brought against the Debt
Financing Sources and arising out of or relating to this Agreement, the Debt Financing, the Debt
Commitment Letters, any contract entered into with respect the Debt Financing or any of the
Transactions or the performance of any services hereunder or thereunder; and
9.15.7 waives, and agrees not to assert, by way of motion or as a defense,
counterclaim or otherwise, in any Litigation against the Debt Financing Sources or the
Transactions, any claim that it is not personally subject to the jurisdiction of the courts in New
York as described herein for any reason. Notwithstanding anything to the contrary, the provisions
of this Section 9.15 will survive any termination of this Agreement.
9.15.8 The Debt Financing Sources shall be express third party
beneficiaries of this Section 9.15, and this Section shall expressly inure to the benefit of the Debt
Financing Sources and the Debt Financing Sources shall be entitled to rely on and enforce the
provisions herein.
9.16
Seller Disclosure Schedules. Seller Disclosure Schedules have been arranged for
purposes of convenience in separately numbered sections corresponding to the sections of this
Agreement. However, each section of Seller Disclosure Schedules will be deemed to incorporate
by reference all information disclosed in any other section of Seller Disclosure Schedules to the
extent the relevance of such disclosure to such other section is readily apparent on the face of
such disclosure, and any disclosure in Seller Disclosure Schedules will be deemed a disclosure
against any representation or warranty set forth in this Agreement. The specification of any dollar
amount or the inclusion of any item in the representations and warranties contained in this
Agreement, Seller Disclosure Schedules, or the Exhibits does not imply that the amounts, or
higher or lower amounts, or the items so included, or other items, are or are not required to be
disclosed (including whether such amounts or items are required to be disclosed as material or
threatened) or are within or outside of the Ordinary Course, and no Party will use the fact of the
setting of the amounts or the fact of the inclusion of any item in this Agreement, Seller Disclosure
Case 24-12480-LSS Doc 1283-2 Filed 04/16/25 Page 123 of 326
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 171 of 252
- 89 -
Schedules, or Exhibits as to whether any obligation, item, or matter not set forth or included in
this Agreement, Seller Disclosure Schedules, or Exhibits is or is not required to be disclosed
(including whether the amount or items are required to be disclosed as material or threatened) or
are within or outside of the Ordinary Course. In addition, matters reflected in Seller Disclosure
Schedules are not necessarily limited to matters required by this Agreement to be reflected in
Seller Disclosure Schedules. Such additional matters are set forth for informational purposes only
and do not necessarily include other matters of a similar nature. No information set forth in Seller
Disclosure Schedules will be deemed to broaden in any way the scope of the Parties’
representations and warranties. Any description of any agreement, document, instrument, plan,
arrangement, or other item set forth on any Schedule is qualified in its entirety by the terms of
such agreement, document, instrument, plan, arrangement, or item, and such terms will be deemed
disclosed for all purposes of this Agreement. The information contained in this Agreement, Seller
Disclosure Schedules, and the Exhibits is disclosed solely for purposes of this Agreement, and no
information contained in this Agreement, Seller Disclosure Schedules, or the Exhibits will be
deemed to be an admission by any Party to any third party of any matter whatsoever, including
any violation of Law or breach of Contract.
[Signature page follows]
Case 24-12480-LSS Doc 1283-2 Filed 04/16/25 Page 124 of 326
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 172 of 252
Exhibit C
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 173 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to Michael J. Wartell as the Independent Director and sole member of the Conflicts Committee of the Board of
each of the Retaining Debtors
Akin Gump Strauss Hauer & Feld LLP
Attn: Marty L. Brimmage, Jr.
2300 N. Field Street
Suite 1800
Dallas TX 75201
mbrimmage@akingump.com
Email
Counsel to Michael J. Wartell as the Independent Director and sole member of the Conflicts Committee of the Board of
each of the Retaining Debtors
Akin Gump Strauss Hauer & Feld LLP
Attn: Michael S. Stamer, Brad M. Kahn, Avi E. Luf
One Bryant Park
New York NY 10036
mstamer@akingump.com
bkahn@akingump.com
aluft@akingump.com
Email
Counsel to Michael J. Wartell as the Independent Director and sole member of the Conflicts Committee of the Board of
each of the Retaining Debtors
Ashby & Geddes, P.A.
Attn: Michael D. DeBaecke
500 Delaware Avenue, 8th Floor
Wilmington DE 19801
mdebaecke@ashbygeddes.com
Email
Counsel for Dell Financial Services, L.L.C.
Austria Legal, LLC
Attn: Matthew P. Austria
1007 N. Orange Street, 4th Floor
Wilmington DE 19801
maustria@austriallc.com
Email
Counsel to Azalea Joint Venture, LLC, Brixmor Operating Partnership LP, Continental Realty Corporation, Federal Realty
OP LP, FR Grossmont, LLC, Prime/FRIT Mission Hills, LLC, and ShopOne Centers REIT, Inc.
Ballard Spahr LLP
Attn: Leslie C. Heilman, Laurel D. Roglen, Margaret A. Vesper
919 North Market Street
11th Floor
Wilmington DE 19801
heilmanl@ballardspahr.com
roglenl@ballardspahr.com
vesperm@ballardspahr.com
Email
Counsel to Benenson Capital Partners LLC, CRI New Albany Square, LLC, DLC Management Corporation, Grove City Plaza,
L.P., HV Center LLC, et al.2, Inland Commercial Real Estate Services LLC, Kempner Properties, LLC, National Realty &
Development Corp., Northridge Crossing L.P., SS Tulsa Center LLC, et al.3, Wheeler REIT,LP, and/or certain of their
affiliates
Barclay Damon LLP
Attn: Kevin M. Newman
Barclay Damon Tower
125 East Jefferson Street
Syracuse NY 13202
knewman@barclaydamon.com
Email
Counsel to Benenson Capital Partners LLC, CRI New Albany Square, LLC, DLC Management Corporation, Grove City Plaza,
L.P., HV Center LLC, et al.2, Inland Commercial Real Estate Services LLC, Kempner Properties, LLC, National Realty &
Development Corp., Northridge Crossing L.P., SS Tulsa Center LLC, et al.3, Wheeler REIT,LP, and/or certain of their
affiliates
Barclay Damon LLP
Attn: Niclas A. Ferland
545 Long Wharf Drive
Ninth Floor
New Haven CT 06511
nferland@barclaydamon.com
Email
Counsel to Benenson Capital Partners LLC, CRI New Albany Square, LLC, DLC Management Corporation, Grove City Plaza,
L.P., HV Center LLC, et al.2, Inland Commercial Real Estate Services LLC, Kempner Properties, LLC, National Realty &
Development Corp., Northridge Crossing L.P., SS Tulsa Center LLC, et al.3, Wheeler REIT,LP, and/or certain of their
affiliates
Barclay Damon LLP
Attn: Scott L. Fleischer
1270 Avenue of the Americas
Suite 501
New York NY 10020
sfleischer@barclaydamon.com
Email
Counsel to Drink LMNT, Inc.
Barnes & Thornburg LLP
Attn: Kevin G. Collins
222 Delaware Avenue, Suite 1200
Wilmington DE 19801
kevin.collins@btlaw.com
Email
Counsel to Elanco US Inc.
Barnes & Thornburg LLP
Attn: Mark R. Owens, Amy E. Tryon
222 Delaware Avenue, Suite 1200
Wilmington DE 19801
mark.owens@btlaw.com
amy.tryon@btlaw.com
Email
Counsel for Kin Properties, Inc., Jefan LLC, Aberdeen Oklahoma Associates, Pasan LLC, Esan LLC, Fundamentals Company
LLC, Muffrey LLC, Fundamentals Company, Kinpark Associates, Laurie Industries Inc., Alisan Trust, Diajeff Trust, Stowsan
Limited Partnership, Esue LLC, Alisan LLC, and Roseff LLC
Bayard, P.A.
Attn: Ericka F. Johnson
600 N. Market Street, Suite 400
Wilmington DE 19801
ejohnson@bayardlaw.com
Email
Counsel to The ChildSmiles Group, LLC a/k/a Abra Health
Benesch Friedlander Coplan & Aronoff LLP
Attn: Elliot M. Smith
127 Public Square, Suite 4900
Cleveland OH 44114
esmith@beneschlaw.com
Email
Counsel to Babson Macedonia Partners, LLC, TM2, LLC, The ChildSmiles Group, LLC a/k/a Abra Health
Benesch Friedlander Coplan & Aronoff LLP
Attn: Kevin M. Capuzzi, Juan E. Martinez, Jennifer R. Hoover
1313 North Market Street, Suite 1201
Wilmington DE 19801-6101
kcapuzzi@beneschlaw.com
jmartinez@beneschlaw.com
jhoover@beneschlaw.com
Email
Counsel to Brian Gale, Mark Noble, Terry Philippas, and Lawrence Bass and Former Stockholders
Bernstein Litowitz Berger & Grossmann LLP
Attn: Benjamin Potts, Mae Oberste
500 Delaware Avenue
Suite 901
Wilmington DE 19801
benjamin.potts@blbglaw.com
mae.oberste@blbglaw.com
Email
Counsel to Brian Gale, Mark Noble, Terry Philippas, and Lawrence Bass and Former Stockholders
Bernstein Litowitz Berger & Grossmann LLP
Attn: Jeroen van Kwawegen, Thomas James
1251 Avenue of the Americas
New York NY 10020
jeroen@blbglaw.com
thomas.james@blbglaw.com
Email
Cousnel to Doctor's Best Inc
Blakeley LC
Attn: Scott Blakeley
530 Technology Drive
Suite 100
Irvine CA 92618
SEB@BlakeleyLC.com
Email
Counsel for Wilmington Trust, National Association, as Prepetition First Lien Agent and DIP Agent
Blank Rome LLP
Attn: Michael B. Schaedle, Stanley B. Tarr, Jordan L. Williams
1201 N. Market Street, Suite 800
Wilmington DE 19801
mike.schaedle@blankrome.com
stanley.tarr@blankrome.com
jordan.williams@blankrome.com
Email
Counsel to Brian Gale, Mark Noble, Terry Philippas, and Lawrence Bass, and Former Stockholders
Block & Leviton, LLP
Attn: Kimberly A. Evans, Irene R. Lax
222 Delaware Ave
Suite 1120
Wilmington DE 19801
kim@blockleviton.com
irene@blockleviton.com
Email
Counsel to Nancy C. Millan, Hillsborough County Tax Collector
Brian T. FitzGerald
Post Office Box 1110
Tampa FL 33601-1110
fitzgeraldb@hcfl.gov
stroupj@hcfl.gov
connorsa@hcfl.gov
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 1 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 174 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to Brookfield Properties Retail Inc
Brookfield Properties Retail Inc
Attn: Kristen N. Pate
350 N. Orleans Street
Suite 300
Chicago IL 60654-1607
bk@bpretail.com
Email
Counsel to Oracle America, Inc
Buchalter, A Professional Corporation
Attn: Shawn M. Christianson
425 Market Street, Suite 2900
San Francisco CA 94105-3493
schristianson@buchalter.com
Email
Counsel to Comenity Capital Bank, CTO24 Carolina LLC, as successor in interest to DDR Carolina Pavilion, LP, Sylvan Park
Apartments, LLC
Burr & Forman LLP
Attn: J. Cory Falgowski
222 Delaware Avenue, Suite 1030
Wilmington DE 19801
jfalgowski@burr.com
Email
Counsel for CTO24 Carolina LLC, as successor in interest to DDR Carolina Pavilion, LP, Sylvan Park Apartments, LLC
Burr & Forman LLP
Attn: J. Ellsworth Summers, Jr., Dana L. Robbins
50 North Laura Street, Suite 3000
Jacksonville FL 32202
esummers@burr.com
drobbins@burr.com
Email
Counsel to Comenity Capital Bank
Burr & Forman LLP
Attn: James H. Haithcock, III
420 N. 20th Street, Suite 3400
Birmingham AL 35203
jhaithcock@burr.com
Email
Counsel to 3644 Long Beach Road LLC
Certilman Balin Adler & Hyman, LLP
Attn: Richard J. McCord
90 Merrick Avenue
9th Floor
East Meadow NY 11554
rmccord@certilmanbalin.com
Email
Counsel to Hilco Merchant Resources, LLC
Chipman Brown Cicero & Cole, LLP
Attn: Mark L. Desgrosseilliers
Hercules Plaza
1313 North Market St, Suite 5400
Wilmington DE 19801
desgross@chipmanbrown.com
Email
Counsel to Crossroads Centre II, LLC, Surprise Towne Center Holdings, LLC, VS Tempe, LLC, Vestar-CPT Tempe
Marketplace, LLC
Clark Hill PLC
Attn: Audrey L. Hornisher
901 Main Street, Suite 6000
Dallas TX 75202
ahornisher@clarkhill.com
Email
Counsel to Crossroads Centre II, LLC, Surprise Towne Center Holdings, LLC, VS Tempe, LLC, Vestar-CPT Tempe
Marketplace, LLC
Clark Hill PLC
Attn: Karen M. Grivner
824 N. Market Street, Suite 710
Wilmington DE 19801
kgrivner@clarkhill.com
Email
Counsel to Horizon Jajo, LLC
Cohen Pollock Merlin Turner, P.C.
Attn: Bruce Z. Walker
3350 Riverwood Parkway, Suite 1600
Atlanta GA 30339
bwalker@cpmtlaw.com
Email
Counsel to Blue Yonder, Inc.
Connolly Gallagher LLP
Attn: Jeffrey C. Wisler
1201 North Market Street, 20th Floor
Wilmington DE 19801
jwisler@connollygallagher.com
Email
Counsel to Missouri Boulevard Investment Company
Cook, Vetter, Doerhoff & Landwehr, P.C.
Attn: John D. Landwehr
231 Madison Street
Jefferson City MO 65101
jlandwehr@cvdl.net
Email
Counsel to County of Loudoun, Virginia
County of Loudoun, Virginia
Attn: Belkys Escobar
One Harrison Street, SE, 5th Floor
PO Box 7000
Leesburg VA 20177-7000
belkys.escobar@loudoun.gov
Email
Counsel to Krober Supply Chain US, Inc
Cowles & Thompson, P.C.
Attn: William L. Siegel
901 Main Street, Suite 3900
Dallas TX 75202
bsiegel@cowlesthompson.com
Email
Counsel to the Prophecy Settlement-related Liquidating Trust 2022-23
Cozen O'Connor
Attn: Brian L. Shaw
123 North Wacker Drive
Suite 1800
Chicago IL 60606
bshaw@cozen.com
Email
Counsel to the Prophecy Settlement-related Liquidating Trust 2022-23
Cozen O'Connor
Attn: Marla S. Benedek, Kaan Ekiner
1201 N. Market Street
Suite 1001
Wilmington DE 19801
mbenedek@cozen.com
kekiner@cozen.com
Email
Counsel to Woodbolt Distribution, LLC, Glanbia Performance Nutrition, Inc., Sunwarrior Ventures LLC d/b/a Sunwarrior
LLC and Sun Brothers, LLC
Cross & Simon, LLC
Attn: Christopher P. Simon
1105 North Market Street, Suite 901
Wilmington DE 19801
csimon@crosslaw.com
Email
Counsel to Kawips Delaware Cuyahoga Falls, LLC
Cross & Simon, LLC
Attn: Kevin S. Mann
1105 North Market Street, Suite 901
Wilmington DE 19801
kmann@crosslaw.com
Email
Counsel to Kings Mountain Investments, Inc.
Dentons Sirote PC
Attn: Stephen B. Porterfield
2311 Highland Avenue South
P.O. Box 55727
Birmingham AL 35255-5727
stephen.porterfield@dentons.com
Email
Counsel to Ahuja Development LLC
Duane Morris LLP
Attn: Christopher M. Winter, James C. Carignan
1201 N. Market Street, Suite 501
Wilmington DE 19801
cmwinter@duanemorris.com
jccarignan@duanemorris.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 2 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 175 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to United Parcel Service, Inc. and its subsidiaries and affiliates
Faegre Drinker Biddle & Reath LLP
Attn: Michael T. Gustafson
320 South Canal Street, Suite 3300
Chicago IL 60606
mike.gustafson@faegredrinker.com
Email
Counsel to United Parcel Service, Inc. and its subsidiaries and affiliates
Faegre Drinker Biddle & Reath LLP
Attn: Patrick A. Jackson
222 Delaware Avenue, Suite 1410
Wilmington DE 19801
patrick.jackson@faegredrinker.com
Email
Counsel to Ad Hoc Group of Freedom Lenders
Farnan LLP
Attn: Brian E. Farnan, Michael J. Farnan
919 North Market Street
12th Floor
Wilmington DE 19801
bfarnan@farnanlaw.com
mfarnan@farnanlaw.com
Email
Counsel for WPG Legacy, LLC
Frost Brown Todd LLP
Attn: Erin P. Severini, Joy D. Kleisinger
3300 Great American Tower
301 East Fourth Street
Cincinnati OH 45202
eseverini@fbtlaw.com
jkleisinger@fbtlaw.com
Email
Counsel for Cintas Corporation No. 2
Frost Brown Todd LLP
Attn: Sloane B. O’Donnell
Union Trust Building
501 Grant Street, Suite 800
Pittsburgh PA 15219
sodonnell@fbtlaw.com
Email
Counsel to ACAR Leasing LTD d/b/a GM Financial Leasing
GM Financial Leasing
Attn: Lorenzo Nunez
PO Box 183853
Arlington TX 76096
First Class Mail
Counsel to Arizona Nutritional Supplements
Greenberg Traurig, LLP
Attn: Anthony W. Clark, Dennis A. Meloro
222 Delaware Avenue
Suite 1600
Wilmington DE 19801
Anthony.Clark@gtlaw.com
Dennis.Meloro@gtlaw.com
Email
Counsel to Harris County, Harris County Flood Control District, Harris County Port of Houston Authority, Harris County
Hospital District, and Harris County Department of Education (hereinafter “Harris County”)
Harris County Attorney’s Office
Susan Fuertes
Attn: Property Tax Division
P.O. Box 2848
Houston TX 77252
taxbankruptcy.cao@harriscountytx.gov
Email
Counsel to Alter Domus (US) LLC
Holland & Knight LLP
Attn: Phillip W. Nelson
150 N. Riverside Plaza, Suite 2700
Chicago IL 60606
phillip.nelson@hklaw.com
Email
Counsel to County to Imperial Treasurer-Tax Collector
Imperial Treasurer-Tax Collector
Attn: Flora Oropeza
940 West Main Street, Suite 106
El Centro CA 92243
First Class Mail
IRS Insolvency Section
Internal Revenue Service
Centralized Insolvency Operation
P.O. Box 7346
Philadelphia PA 19101-7346
First Class Mail
Counsel to 100 Brentwood Associates, L.P.
Kaplin Stewart Meloff Reiter & Stein, P.C.
Attn: William J. Levant
910 Harvest Drive
Post Office Box 3037
Blue Bell PA 19422
wlevant@kaplaw.com
Email
Counsel to BCDC Portfolio Owner LLC, BCHQ Owner LLC, Brookfield Properties Retail, Inc., Curbline Properties Corp., First
Washington Realty, GCP Boom LLC, JLL Property Management (Franklin Mall), Kite Realty Group, L.P., NNN REIT, Inc.,
Regency Centers, L.P., Shamrock A. Owner LLC, and SITE Centers Corp.
Kelley Drye & Warren LLP
Attn: Robert L. LeHane, Jennifer D. Raviele, Allison Selick
3 World Trade Center
175 Greenwich Street
New York NY 10007
KDWBankruptcyDepartment@kelleydrye.com
rlehane@kelleydrye.com
jraviele@kelleydrye.com
aselick@kelleydrye.com
Email
Counsel to Ken Burton, Jr., Manatee County Tax Collector
Ken Burton, Jr., Manatee County Tax
Collector
Attn: Michelle Leeson, Paralegal, Collections Specialist, CFCA
1001 3rd Ave W, Suite 240
Brandenton FL 34205-7863
legal@taxcollector.com
Email
Counsel to Frontier Bel Air LLC, Frontier Dania LLC, Frontier Osceola LLC, Frontier Dover LLC, Frontier Kissimmee LLC
Kerrick Bachert PSC
Attn: Scott A. Bachert
1411 Scottsville Road
P. O. Box 9547
Bowling Green KY 42102-9547
First Class Mail
Counsel to Brian Gale, Mark Noble, Terry Philippas, and Lawrence Bass, and Former Stockholders
Kessler Topac Meltzer & Check LLP
Attn: J. Daniel Albert, Michael McCutcheon
280 King of Prussia Rd
Radnor PA 19087
dalbert@ktmc.com
Email
Counsel to Debtors and Debtors In Possession
Kirkland & Ellis LLP
Attn: Joshua A. Sussberg, P.C., Nicole L. Greenblatt, P.C., Derek I. Hunter
601 Lexington Avenue
New York NY 10022
joshua.sussberg@kirkland.com
nicole.greenblatt@kirkland.com
derek.hunter@kirkland.com
Email
Counsel to Debtors and Debtors In Possession
Kirkland & Ellis LLP
Attn: Mark McKane, P.C.
555 California Street
San Francisco CA 94101
mark.mckane@kirkland.com
Email
Counsel to Blue Owl Real Estate Capital LLC, BCDC Portfolio Owner LLC, and BCHQ Owner LLC
Klehr Harrison Harvey Branzburg LLP
Attn: Domenic E. Pacitti
919 N. Market Street, Suite 1000
Wilmington DE 19801-3062
dpacitti@klehr.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 3 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 176 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to Blue Owl Real Estate Capital LLC, BCDC Portfolio Owner LLC, and BCHQ Owner LLC
Klehr Harrison Harvey Branzburg LLP
Attn: Morton R. Branzburg
1835 Market Street, Suite 1400
Philadelphia PA 19103
mbranzburg@klehr.com
Email
Counsel to Oxford Valley Road Associates, L.P.
Kurtzman Steady LLC
Attn: Jeffrey Kurtzman
101 N. Washington Avenue
Suite 4A
Margate NJ 08402
kurtzman@kurtzmansteady.com
Email
Counsel to the Ad Hoc Group of First Lien Lenders and DIP Lenders
Landis Rath & Cobb LLP
Attn: Adam G. Landis, Matt McGuire, Elizabeth Rogers
919 Market Street Suite 1800
P.O. Box 2087
Wilmington DE 19801
landis@lrclaw.com
mcguire@lrclaw.com
erogers@lrclaw.com
First Class Mail and Email
Counsel to JPMorgan Chase Bank, N.A., as Prepetition ABL Agent
Latham & Watkins LLP
Attn: Andrew Sorkin
555 Eleventh Street NW
Suite 1000
Washington DC 20004
andrew.sorkin@lw.com
Email
Counsel to JPMorgan Chase Bank, N.A., as Prepetition ABL Agent
Latham & Watkins LLP
Attn: James Kstanes, Timothy Beau Parker
330 N Wabash Avenue
Suite 2800
Chicago IL 60611 Canada
james.ktsanes@lw.com
beau.parker@lw.com
Email
Counsel to the ABL Secured Parties
Latham & Watkins LLP
Attn: Jennifer Ezring, James Ktsanes, Andrew Sorkin
1271 Avenue of the Americas
New York NY 10020
Jennifer.Ezring@lw.com
James.Ktsanes@lw.com
andrew.sorkin@lw.com
First Class Mail and Email
Counsel to BCDC Portfolio Owner LLC, BCHQ Owner LLC, Brookfield Properties Retail, Inc., Curbline Properties Corp., First
Washington Realty, GCP Boom LLC, JLL Property Management (Franklin Mall), Kite Realty Group, L.P., NNN REIT, Inc.,
Regency Centers, L.P., Shamrock A. Owner LLC, and SITE Centers Corp., MJK Real Estate Holding Company, LLC
Law Office of Susan E. Kaufman
Attn: Susan E. Kaufan
919 N. Market Street, Suite 460
Wilmington DE 19801
skaufman@skaufmanlaw.com
Email
Counsel to PC San Ysidro PB, LLC, PC International PB, LLC and PC Lagio PB, LLC
Law Offices of Ronald K. Brown, Jr., APC
Attn: Ronald K. Brown, Jr.
901 Dove Street
Suite 120
Newport Beach CA 92660
Ron@rkbrownlaw.com
Email
Counsel to Nueces County, Mclennan County, Kerr County, Hidalgo County, City of McAllen
Linebarger Goggan Blair & Sampson, LLP
Attn: Diane W. Sanders
PO Box 17428
Austin TX 78760-7428
austin.bankruptcy@lgbs.com
Email
Counsel to Bexar County, City of El Paso
Linebarger Goggan Blair & Sampson, LLP
Attn: Don Stecker
112 E. Pecan Street, Suite 2200
San Antonio TX 78205
sanantonio.bankruptcy@lgbs.com
Email
Counsel to Dallas County
Linebarger Goggan Blair & Sampson, LLP
Attn: John K. Turner
2777 N. Stemmons Freeway
Suite 1000
Dallas TX 75207
dallas.bankruptcy@lgbs.com
Email
Counsel to Hopkins County, Kaufman County, Sulphur Springs ISD, Rockwall CAD, Tarrant County, Navarro County, Smith
County, Ellis County, City of Sulphur Springs, Wise County, Tom Green CAD, Grayson County, Gregg County, Prosper ISD,
Town of Prosper, City of Carrollton, Northwest ISD, City of Allen, City of Wylie, Lewisville ISD, Allen ISD, City of Frisco,
Irving ISD, Parker CAD
Linebarger Goggan Blair & Sampson, LLP
Attn: John Kendrick Turner
3500 Maple Avenue
Suite 800
Dallas TX 75219
dallas.bankruptcy@lgbs.com
Email
Counsel to Cypress-Fairbanks ISD, Harris County, Galveston County, Montgomery County, Ford Bend County, Katy ISD,
Harris CO ESD # 08, City of Houston, Montgomery County, Harris CO ESD # 48, Lone Star College System, Harris CO ESD #
16, Harris CO ESD # 11, Houston ISD, Galveston County, Harris CO ESD # 09, Cypress-Fairbanks ISD, Deer Park ISD, Fort
Bend County, Houston Comm Coll System, City of Pasadena, Jefferson County
Linebarger Goggan Blair & Sampson, LLP
Attn: Tara L. Grundemeier
PO Box 3064
Houston TX 77253-3064
houston_bankruptcy@lgbs.com
Email
Counsel to Woodbolt Distribution, LLC, Glanbia Performance Nutrition, Inc., Sunwarrior Ventures LLC d/b/a Sunwarrior
LLC and Sun Brothers, LLC
Lowenstein Sandler LLP
Attn: Michael S. Etkin, Michael Papandrea, Andrew Behlmann
One Lowenstein Drive
Roseland NJ 07068
metkin@lowenstein.com
mpapandrea@lowenstein.com
abehlmann@lowenstein.com
Email
Counsel to Heritage Seymour I, LLC and Heritage Seymour II, LLC, Shelbyville Road Plaza, LLC, Lichtefeld Development
Trust, Lichtefeld Properties LLC
McCarter & English, LLP
Attn: Kate Roggio Buck, Maliheh Zare, Sheila Calello
Renaissance Centre
405 N. King Street, 8th Floor
Wilmington DE 19801
kbuck@mccarter.com
mzare@mccarter.com
Email
Counsel to Heritage Seymour I, LLC and Heritage Seymour II, LLC
McCarter & English, LLP
Attn: Lisa S. Bonsall
Four Gateway Center
100 Mulberry Street
Newark NJ 07102
lbonsall@mccarter.com
Email
Counsel to Tax Appraisal District of Bell County, Brazos County, Burnet Central Appraisal District, Bowie Central Appraisal
District, Denton County, Guadalupe County, Hays County, Midland Central Appraisal District, City of Waco/Waco
Independent School District/La Vega Independent School District, and Williamson County
McCreary, Veselka, Bragg, & Allen, P.C.
Attn: Julie Anne Parsons
700 Jeffrey Way, Suite 100
Round Rock TX 78665
jparsons@mvbalaw.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 4 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 177 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to Tax Appraisal District of Bell County, Brazos County, Burnet Central Appraisal District, Bowie Central Appraisal
District, Denton County, Guadalupe County, Hays County, Midland Central Appraisal District, City of Waco/Waco
Independent School District/La Vega Independent School District, and Williamson County
McCreary, Veselka, Bragg, & Allen, P.C.
Attn: Julie Anne Parsons
P.O. Box 1269
Round Rock TX 78680-1269
jparsons@mvbalaw.com
Email
Counsel to Parm Golf Center LLC
McKenna Storer
Attn: David A. Shapiro
33 N. LaSalle Street
Suite 1400
Chicago IL 60602
dshapiro@mckenna-law.com
service@mckenna-law.com
Email
Counsel to Prince George's County, Maryland
Meyers, Rodbell & Rosenbaum, P.A.
Attn: Nicole C. Kenworthy
6801 Kenilworth Avenue, Suite 400
Riverdale MD 20737-1385
bdept@mrrlaw.net
Email
State of Michigan, Department of Treasury
Michigan Assistant Attorney General
Attn: Heather L. Donald
Cadillac Place Building
3030 W. Grand Blvd. Ste. 10-200
Detroit MI 48202
donaldh@michigan.gov
Email
Counsel to New Westgate Mall LLC
Mirick, O’Connell, DeMallie & Lougee, LLP
Attn: Joseph H. Baldiga, Shannah L. Colbert
1800 West Park Dr., Suite 400
Westborough MA 01581
jbaldiga@mirickoconnell.com
scolbert@mirickoconnell.com
Email
Counsel to Kimco Realty Corporation, 2205 Federal Investors, LLC
Monzack Mersky and Browder, P.A.
Attn: Rachel B. Mersky
1201 N. Orange Street, Suite 400
Wilmington DE 19801
rmersky@monlaw.com
Email
Counsel to Bank of America, N.A., as Prepetition ABL Agent
Morgan, Lewis & Bockius LLP
Attn: Christopher L. Carter
One Federal Street
Boston MA 02110-1726
christopher.carter@morganlewis.com
Email
Counsel to Bank of America, N.A., as Prepetition ABL Agent
Morgan, Lewis & Bockius LLP
Attn: David K. Shim
One State Street
Hartford CT 06103-3178
david.shim@morganlewis.com
Email
Counsel for RCG-PSC Camp Creek Owner, LLC, University Realty Associates, LLC
Morris James LLP
Attn: Carl N. Kunz, III, Christopher M. Donnelly
500 Delaware Avenue, Suite 1500
Wilmington DE 19801
ckunz@morrisjames.com
cdonnelly@morrisjames.com
Email
Counsel to BC Exchange Salt Pond
Munsch Hardt Kopf & Harr, P.C.
Attn: Deborah M. Perry
500 N. Akard Street
Suite 4000
Dallas TX 75201-6659
dperry@munsch.com
Email
United States Trustee for the District of Delaware
Office of the United States Trustee for the
District of Delaware
Attn: Timothy J. Fox, Esq
844 King Street, Suite 2207
Lockbox 35
Wilmington DE 19801
timothy.fox@usdoj.gov
Email
Counsel to Rockfirm, LLC
Offit Kurman, PA
Attn: Brian J. McLaughlin
222 Delaware Avenue
Suite 1105
Wilmington DE 19801
Brian.McLaughlin@offitkurman.com
Email
Counsel to Oklahoma County Treasurer
Oklahoma County Treasurer
Attn: Tammy Jones
320 Robert S. Kerr
Room 307
Oklahoma City OK 73102
tammy.jones@oklahomacounty.org
Email
Counsel to the Official Committee of Unsecured Creditors
Pachulski Stang Ziehl & Jones LLP
Attn: Bradford J. Sandler, Colin R. Robinson
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington DE 19899-8705
bsandler@pszjlaw.com
crobinson@pszjlaw.com
Email
Counsel to the Official Committee of Unsecured Creditors
Pachulski Stang Ziehl & Jones LLP
Attn: Robert J. Feinstein, Alan J. Kornfeld, Theodore S. Heckel
780 Third Avenue, 34th Floor
New York NY 10017
rfeinstein@pszjlaw.com
akornfeld@pszjlaw.com
theckel@pszjlaw.com
Email
Counsel to Brian Gale, Mark Noble, Terry Philippas, and Lawrence Bass, and Former Stockholders
Pashman Stein Walder Hayden, PC
Attn: Joseph C. Barsalona II
824 North Market Street
Suite 800
Wilmington DE 19801
jbarsalona@pashmanstein.com
Email
Counsel to the Ad Hoc Group of First Lien Lenders and DIP Lenders
Paul Hastings LLP
Attn: Jayme Goldstein, Jeremy Evans, Isaac Sasson, Daniel Fliman
200 Park Avenue
New York NY 10166
jaymegoldstein@paulhastings.com
jeremyevans@paulhastings.com
isaacsasson@paulhastings.com
danfliman@paulhastings.com
First Class Mail and Email
Counsel to the Ad Hoc Group of First Lien Lenders and DIP Lenders
Paul Hastings LLP
Attn: Nicholas A. Bassett
2050 M Street NW
Washington DC 20036
nicholasbassett@paulhastings.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 5 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 178 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Cousnel to Brownsville Independent School District
Perdue, Brandon, Fielder, Collins & Mott,
L.L.P
Attn: Hiram Gutierrez
P.O. Box 2916
McAllen TX 78502
edinburgbankruptcy@pbfcm.com
Email
Cousel to Lubbock Central Appraisal District Midland County
Perdue, Brandon, Fielder, Collins & Mott,
L.L.P
Attn: Laura J. Monroe
PO Box 817
Lubbock TX 79408
lmbkr@pbfcm.com
Email
Counsel to Kerrville Independent School District, Copperas Cove Independent School District
Perdue, Brandon, Fielder, Collins & Mott,
L.L.P
Attn: Sergio E. Garcia
3301 Northland Drive
Suite 505
Austin TX 78731
sgarcia@pbfcm.com
Email
Counsel to Magnolia Independent School District and City of Montgomery, Brazoria County, Brazoria County Municipal
Utility District #34
Perdue, Brandon, Fielder, Collins & Mott,
L.L.P.
Attn: Melissa E. Valdez
1235 North Loop West
Suite 600
Houston TX 77008
mvaldez@pbfcm.com
Email
Counsel to Potter County Tax Office and Randall County Tax Office
Perdue, Brandon, Fielder, Collins and Mott,
L.L.P.
Attn: Alysia Córdova
P.O. Box 9132
Amarillo TX 79105
acordova@pbfcm.com
amabkr@pbfcm.com
Email
Counsel for Champion Petfoods USA Inc., Mars Petcare US, Inc., Mars Fishcare North America, Inc., Royal Canin U.S.A.,
Inc.
Polsinelli PC
Attn: Elisa Hyder
Three Logan Square
1717 Arch Street, Suite 2800
Philadelphia PA 19103
ehyder@polsinelli.com
Email
Counsel for Champion Petfoods USA Inc., Mars Petcare US, Inc., Mars Fishcare North America, Inc., Royal Canin U.S.A.,
Inc.
Polsinelli PC
Attn: Shanti M. Katona, Katherine M. Devanney
222 Delaware Avenue, Suite 1101
Wilmington DE 19801
skatona@polsinelli.com
kdevanney@polsinelli.com
Email
Counsel to JPMorgan Chase Bank, N.A., as Prepetition ABL Agent
Potter Anderson & Corroon LLP
Attn: Jeremy W. Ryan, Brett M. Haywood, Ethan H. Sulik
1313 N. Market Street
6th Floor
Wilmington DE 19801
jryan@potteranderson.com
bhaywood@potteranderson.com
esulik@potteranderson.com
Email
Counsel to Whirlpool Corporation
Quarles & Brady LLP
Attn: L. Kate Mason
411 E. Wisconsin Avenue
Suite 2400
Milwaukee WI 53202
Katie.Mason@quarles.com
Email
Counsel to STORE Master Funding IV, LLC
Reed Smith LLP
Attn: Jason D. Angelo
1201 North Market Street, Suite 1500
Wilmington DE 19801
jangelo@reedsmith.com
Email
Counsel to STORE Master Funding IV, LLC
Reed Smith LLP
Attn: Keith M. Aurzada, Dylan T. F. Ross
2850 North Harwood Street, Suite 1500
Dallas TX 75201
kaurzada@reedsmith.com
dylan.ross@reedsmith.com
Email
Cousnel to B. Riley Principal Investments, LLC and its affiliates
Richards Layton & Finger PA
Attn: John H. Knight, Amanda R. Steele, Alexander R. Steiger
One Rodney Square
920 North King Street
Wilmington DE 19801
knight@rlf.com
steele@rlf.com
steiger@rlf.com
Email
Counsel to Hilco Merchant Resources, LLC
Riemer & Braunstein LLP
Attn: Steven Fox
Times Square Tower Suite 2506
Seven Times Square
New York NY 10036
First Class Mail
Counsel to Matthew Avril
Ross Aronstam & Moritz LLP
Attn: Adam D. Gold, Holly E. Newell
Hercules Building
1313 North Market Street, Suite 1001
Wilmington DE 19801
agold@ramllp.com
hnewell@ramllp.com
Email
Counsel to Wilson AmCap II LLC
S&D Law
Attn: Michael L. Schlepp
1550 Wewatta Street, Floor 2
Denver CO 80202
First Class Mail
Counsel to Atlantic Plaza Station LLC, Edgewood Station LLC, Fairlawn Station LLC, Harvest Station LLC, Village
Mooresville Station LLC, Fairfield Station LLC, Lakewood (Ohio) Station LLC, Shoregate Station LLC, Hartville Station LLC,
Jensen Beach Station LLC, Chapel Hill North Station LLC, Five Town Station LLC, Golden Station LLC, Hamilton Ridge
Station LLC, Hampton Village Station LLC, Memorial Kirkwood Station LLC, Orchard Square Station LLC, Rainbow Station
North LLC, Southfield Station LLC, Stone Gate Station LLC, Valrico Station LLC, Wheat Ridge Station LLC, Summerville
Station LLC, and Phillips Edison & Company, Beral, LLLP, Laurel Lakes, LLC, Harpers Station LLC, Irmo Station LLC,
Saul Ewing LLP
Attn: Monique B. DiSabatino, Mark Minuti
1201 North Market Street, Suite 2300
P.O. Box 1266
Wilmington DE 19899
monique.disabatino@saul.com
mark.minuti@saul.com
Email
Counsel to Atlantic Plaza Station LLC, Edgewood Station LLC, Fairlawn Station LLC, Harvest Station LLC, Village
Mooresville Station LLC, Fairfield Station LLC, Lakewood (Ohio) Station LLC, Shoregate Station LLC, Hartville Station LLC,
Jensen Beach Station LLC, Chapel Hill North Station LLC, Five Town Station LLC, Golden Station LLC, Hamilton Ridge
Station LLC, Hampton Village Station LLC, Memorial Kirkwood Station LLC, Orchard Square Station LLC, Rainbow Station
North LLC, Southfield Station LLC, Stone Gate Station LLC, Valrico Station LLC, Wheat Ridge Station LLC, Summerville
Station LLC, and Phillips Edison & Company, Harpers Station LLC, Irmo Station LLC,
Saul Ewing LLP
Attn: Turner N. Falk
Centre Square West
1500 Market Street, 38th Floor
Philadelphia PA 19102
turner.falk@saul.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 6 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 179 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Securities and Exchange Commission
Securities & Exchange Commission - NY
Office
Attn: Bankruptcy Department
Brookfield Place
200 Vesey Street, Suite 400
New York NY 10281-1022
bankruptcynoticeschr@sec.gov
nyrobankruptcy@sec.gov
First Class Mail and Email
Securities and Exchange Commission
Securities & Exchange Commission -
Philadelphia Office
Attn: Bankruptcy Department
One Penn Center
1617 JFK Blvd, Suite 520
Philadelphia PA 19103
secbankruptcy@sec.gov
First Class Mail and Email
Counsel to Brookdale Shopping Center, L.L.C. ( Creditor/Landlord)
Segal McCambridge Singer & Mahoney
Attn: Alan J. Taylor
29100 Northwestern Highway, Suite 240
Southfield MI 48034
ataylor@smsm.com
Email
Counsel to Shanri Holdings Corporation
Sessions, Fishman & Nathan, LLC
Attn: J. David Forsyth
400 Poydras Street
Suite 2550
New Orleans LA 70130
jdf@sessions-law.com
Email
Counsel to the DIP Agent, Wilmington Trust, National Association, as Prepetition First Lien Agent and DIP Agent
Seward & Kissel LLP
Attn: Gregg Bateman, Sagar Patel, Michael Danenberg, John R. Ashmead, Gregg S.
Bateman, Andrew J. Matott
One Battery Park Plaza
New York NY 10004
bateman@sewkis.com
patel@sewkis.com
danenberg@sewkis.com
ashmead@sewkis.com
bateman@sewkis.com
matott@sewkis.com
First Class Mail and Email
Counsel to Wayne County Treasurer
Shermeta, Kilpatrick & Associates, PLLC
Attn: Richardo I. Kilpatrick
615 Griswold, Suite 1305
Detroit MI 48226-3985
ecf@kaalaw.com
Email
Counsel to Sayville Plaza Development, LLC
Shipman & Goodwin LLP
Attn: Eric S. Goldstein
One Constitution Plaza
Hartford CT 06103-1919
egoldstein@goodwin.com
bankruptcy@goodwin.com
bankruptcyparalegal@goodwin.com
Email
Counsel to ShopCore Properties and its related entities
ShopCore Properties
Attn: William F. McDonald III
10920 Via Frontera, Suite 220
San Diego CA 92127
wmcdonald@shopcore.com
Email
Counsel to Simon Property Group, Inc. and its related entities
Simon Property Group, Inc.
Attn: Ronald M. Tucker
225 West Washington Street
Indianapolis IN 46204
rtucker@simon.com
Email
Counsel to Village at the Mall Holdings, LLC, Bridge33 Capital LLC
Singer & Levick, P.C.
Attn: Michelle E. Shriro
16200 Addison Road, Suite 140
Addison TX 75001
mshriro@singerlevick.com
Email
Counsel to Paoli Shopping Center Limited Partnership, Phase II, 4405 Milestrip HD Lessee LLC, Feasterville Realty
Associates LP
Sirlin Lesser & Benson, P.C.
Attn: Dana S. Plon
123 South Broad Street, Suite 2100
Philadelphia PA 19109
dplon@sirlinlaw.com
Email
Counsel to Blue Yonder, Inc.
Squire Patton Boggs (US) LLP
Attn: Mark A. Salzberg
2550 M Street, NW
Washington DC 20037
mark.salzberg@squirepb.com
Email
Counsel to Peoria Rental Properties, LLC
Stark & Stark, P.C.
Attn: Joseph H. Lemkin
PO Box 5315
Princeton NJ 08543
jlemkin@stark-stark.com
Email
Counsel to Dell Financial Service L.L.C.
Streusand, Landon Ozburn & Lemmon, LLP
Attn: Sabrina L. Streusand
1801 S. MoPac Expressway, Suite 320
Austin TX 78746
streusand@slollp.com
Email
Counsel for Dell Financial Services, L.L.C.
Streusand, Landon, Ozburn & Lemmon, LLP
Attn: G. James Landon
1801 S. Mopac Expressway, Suite 320
Austin TX 78746
landon@slollp.com
Email
Counsel to Whirlpool Corporation
Sullivan Hazeltine Allinson LLC
Attn: William A. Hazeltine
919 N. Market Street
Suite 420
Wilmington DE 19801
whazeltine@sha-llc.com
Email
Counsel to Raymond Leasing Corporation
Swanson, Martin & Bell, LLP
Attn: Charles S. Stahl, Jr.
2525 Cabot Drive
Suite 204
Lisle IL 60532
cstahl@smbtrials.com
Email
Counsel to MJK Real Estate Holding Company, LLC
SWK Attorneys at Law
Attn: David E. Cohen
500 Skokie Boulevard, Suite 600
Northbrook IL 60062
dcohen@swkattorneys.com
Email
Counsel for Kin Properties, Inc., Jefan LLC, Aberdeen Oklahoma Associates, Pasan LLC, Esan LLC, Fundamentals Company
LLC, Muffrey LLC, Fundamentals Company, Kinpark Associates, Laurie Industries Inc., Alisan Trust, Diajeff Trust, Stowsan
Limited Partnership, Esue LLC, Alisan LLC, and Roseff LLC
Tayman Lane Chaverri LLP
Attn: Jeffrey Rhodes
2001 L Street, NW, Suite 500
Washington DC 20036
jrhodes@tlclawfirm.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 7 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 180 of 252
Exhibit C
Core/2002 Service List
Served as set forth below
DESCRIPTION
NAME
ADDRESS
EMAIL
METHOD OF SERVICE
Counsel to Creditor, Parkridge Center Retail, LLC
Tenenbaum & Saas, P.C.
Attn: Bradshaw Rost
4504 Walsh Street, Suite 200
Chevy Chase MD 20815
BRost@tspclaw.com
Email
Counsel to the Texas Comptroller of Public Accounts
Texas Attorney General's Office
Attn: Christopher S. Murphy, Assistant Attorney General
Bankruptcy & Collections Division
P.O. Box 12548
Austin TX 78711-2548
christopher.murphy@oag.texas.gov
Email
Counsel to Cielo Paso Las Tiendas, L.P.
The Ehrlich Law Firm
Attn: William Ehrlich
444 Executive Center Blvd, Suite 240
El Paso TX 79902
william@ehrlichlawfirm.com
Email
Counsel to Oracle America, Inc
The Magnozzi Law Firm, P.C.
Attn: Mark F. Magnozzi
23 Green Street, Suite 302
Huntington NY 11743
mmagnozzi@magnozzilaw.com
Email
Counsel to LU Candlers Station Holdings, LLC
Thompson Hine LLP
Attn: Louis F Solimine
312 Walnut Street
Suite 2000
Cincinnati OH 45202-4029
Louis.Solimine@ThompsonHine.com
Email
Counsel to Northside Village Conyers, LLC
Thompson O'Brien Kappler & Nasuti PC
Attn: Michael B. Pugh
2 Sun Court, Suite 400
Peachtree Corners GA 30092
mpugh@tokn.com
Email
Counsel to Integra Cre, Inc.
Tolson & Wayment, PLLC
Attn: Aaron J. Tolson
1906 Jennie Lee Dr.
Idaho Falls ID 83404
ajt@aaronjtolsonlaw.com
Email
Counsel to The J. M. Smucker Company and Amazing Organics LLC t/a Amazing Herbs
Tydings & Rosenberg LLP
Attn: Stephen B. Gerald
200 Continental Drive, Suite 401
Newark DE 19713
sgerald@tydings.com
Email
U.S. Attorney for the District of Delaware
U.S. Attorney for Delaware
Attn: David C. Weiss & Ellen Slights
U.S. Attorney's Office
1313 N Market Street, Suite 400
Wilmington DE 19801
First Class Mail
Securities and Exchange Commission
U.S. Securities and Exchange Commission -
Headquarters
Secretary of the Treasury
100 F. Street NE
Washington DC 20549
secbankruptcy@sec.gov
First Class Mail and Email
Counsel to Sangamon North LLC, the Commons at Southpark LLC
Weltman, Weinberg & Reis Co. LPA
Attn: Geoffrey J. Peters
5475 Rings Road
Suite 200
Dublin OH 43017
bronationalecf@weltman.com
Email
Counsel to the Second Lien Secured Parties; HoldCo Lenders
White & Case LLP
Attn: Bojan Guzina
111 S. Wacker Dr., Suite 5100
Chicago IL 60606
bojan.guzina@whitecase.com
First Class Mail and Email
Counsel to Ad Hoc Group of Freedom Lenders
White & Case LLP
Attn: J. Christopher Shore, Samuel P. Hershey, Andrew Zatz, Erin Smith, Brett Bakemeyer
1221 Avenue of the Americas
New York NY 10020-1095
cshore@whitecase.com
sam.hershey@whitecase.com
azatz@whitecase.com
erin.smith@whitecase.com
brett.bakemeyer@whitecase.com
Email
Counsel to the Second Lien Secured Parties; HoldCo Lenders, Ad Hoc Group of Freedom Lenders
White & Case LLP
Attn: Thomas Lauria
200 South Biscayne Boulevard, Suite 4900
Miami FL 33131
tlauria@whitecase.com
First Class Mail and Email
Counsel to Debtors and Debtors In Possession
Young Conaway Stargatt & Taylor, LLP
Attn: Edmon L. Morton, Matthew B. Lunn, Allison S. Mielke, Shella Borovinskaya
Rodney Square
1000 N. King Street
Wilmington DE 19801
emorton@ycst.com
mlunn@ycst.com
amielke@ycst.com
sborovinskaya@ycst.com
Email
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 8 of 8
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 181 of 252
Exhibit D
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 182 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623017 100 Brentwood Associates L.P.
c/o First Capital Realty Inc., 600 N. 2nd Street, Suite 401
Harrisburg
PA
17101
29783761 1010data Retail Solutions LLC
750 Third Avenue, 4th Floor
New York
NY
10017
29783762 1010data Service LLC
750 Third Avenue, 4th Floor
Detroit
MI
48267-5085
29606576 1010data, Inc.
750 Third Avenue, 4th Floor
New York
NY
10017
29623018 1050 Sunrise LLC
101 Alma Street, #203
Palo Alto
CA
94301
29790542 11:11 Systems, Inc.
1235 North Loop West, Suite 800
Houston
TX
77008
30202158 1250 Niagra Falls Boulevard Tonawanda LLC
1250 Niagra Falls Boulevard
Tonawanda
NY
14150
29623019 1313 Apalachee Parkway, LLC
c/o SVN / Southland, 2057 Delta Way
Tallahassee
FL
32303
30202160 1499 Rome Hilliard LLC
c/o Ohio Equities LLC, 605 S Front Street, Suite 200
Columbus
OH
43215
29651059 1522 14th Street LLC
c/o Goldberg Group, P.O. Box 8195, Suite 400
White Plains
NY
10602
30345491 161 East 86th Street Company LLC
c/o The Garth Organization, Ltd., 157 East 86th Street
New York
NY
10028
29651061 1800 Rosecrans Partners LLC
c/o Comstock Crosser & Assoc. Development Co. Inc.,
3760 Kilroy Airport Way, Suite 130
Long Beach
CA
90806
29651062 1803 Rockville Pike LLC
107 W Jefferson Street
Rockville
MD
20850
29651063 195 Harbison, LLC
3253 Harrison Rd.
Columbia
SC
29204
29651065 2013 Massey Blvd LLC
PO BOX 4217
Hagerstown
MD
21741-4217
29651066 211 Wallkill Realty LLC
430 Park Avenue
New York City
NY
10022
29783772 212 Design, Inc. dba Two One Two Design
45 West 21st Street Suite 403
New York
NY
10010
29651067 2205 Federal Investors, LLC
177 Fox Meadow Road
Scarsdale
NY
10583
29651068 2229 2nd Street North-Millville, LLC
1000 Portside Drive
Edgewater
NJ
07020
29651069 2397 S. Stemmons LLC
7802 Goddard Ave.
Los Angeles
CA
90045
29783777 24 Seven Inc.
1851 NORTH SOUTHERN ROAD, ATTN ACCOUNTS
PAYABLE
Kansas City
MO
64120
29623020 244 East 86th Street LLC
19 West 21st Street, Suite 902
New York City
NY
10010
29623021 280 Metro Limited Partnership
c/o Kimco Realty Corporation, 2429 Park Avenue
Tustin
CA
92782
29623022 30 Worcester Road LLC
c/o Crosspoint Associates Inc., 188 Needham Street,
Suite 255
Newton Upper Falls
MA
02464
29623023 300 West 23rd Street Retail LLC
C/O Schuckman Management LLC, 120 North Village
Avenue
Rockville Centre
NY
11570
29623024 327 EH LLC
46 Main Street
Millburn
NJ
07041
29623025 335 MMR Development, LLC and Who is John Galt? LLC
c/o Boulos Asset Management, 100 Middle Street, East
Tower - Suite 230
Portland
ME
04101
29776590 365 Data Centers Services, LLC
200 Connecticut Avenue, Suite 5A
Norwalk
CT
06854-
29783742 37POINT HK Co., Ltd. dba Seven-Hub
Unit 706, 7/F., South Seas Centre, Tower 2, 75 Mody
Road, TsimShaTsui
Hong Kong
China
29623026 383 Army Trail LLC
c/o Adelphia Properties, 1314 Kensington Road #4974
Oak Brook
IL
60523
29623027 3841 Kirkland Highway, LLC
200 Airport Road
New Castle
DE
19720
29623028
385 Fifth Avenue LLC by Hilson Management Corp. as
agent for the Landlord
185 Madison Avenue
New York City
NY
10016
29783783 385 S Colorado Blvd LLC
c/o NEG Propery Services, 3696 N Federal Hwy #203
Fort Lauderdale
FL
33308
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 1 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 183 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29648869 400-688 N. Alafaya Trail, LLC
543 N. Wymore Road, Suite 106
Maitland
FL
32751
29648870 401 Federal Investments, LLC
215 N. Federal Highway
Boca Raton
FL
33432
29648871 4015 Veterans, LLC
1200 South Clearview Pkwy, Suite 1166
New Orleans
LA
70123
29783792 4077814 Delaware Inc. DBA Canus USA
26 Leonard Ave
Leonardo
NJ
07737-
29648872 415 State Route 18 LLC
415 State Route 18
East Brunswick
NJ
08816
29648873 434 Southbridge LLC
532 Great Road
Acton
MA
01720
29776595 462 Express LLC
3725 N 128th Ave
Avondale
AZ
85392
29648874 4701 Cooper Street Arlington, L.L.C.
11035 Lavender Hill Drive, Suite 160
Las Vegas
NV
89135
29648875 4801 Hulen LLC
8100 E. 22nd North Bldg. 1700-2
Wichita
KS
67226
29776601 4R Systems, Inc.
801 Cassatt Road, Suite 202
Berwyn
PA
19312
29648876 5055 Monroe Street, LLC
864 8th Street
Manhattan Beach
CA
90266
29648877 5501 LR LLC
36 Maple Place, Suite 303
Manhasset
NY
11030
29648878 5510-5520 Broadway LLC
One Independent Drive, Suite 114
Jacksonville
FL
32202
29623030 5592 Santa Teresa Blvd., LLC
333 W. El Camino Real, Suite 240
Sunnyvale
CA
94087
29623031 570 DAB 29, LLC
c/o Benderson Properties Inc., 7978 Cooper Creek
Boulevard, Suite #100
Bradenton
FL
34201
29623032 5702 Johnston, LLC
408 Worth Ave
Lafayette
LA
70508
29623033 5J's Vegas Rainbow LLC
c/o Avison Young Nevada, 10845 Griffith Peak Drive,
Suite 100
Las Vegas
NV
89135
29783801 6 Pack Fitness, LLC
395 Mendell Street
San Francisco
CA
94124
30202197 60617 Balboa Mesa, LLC
c/o Regency Centers Corporation, One Independent
Drive, Suite 114
Jacksonville
FL
32202-5019
29623034 6310 West 95th LLC
c/o Comar Properties Managing Agent, 17W220 22nd
Street, Suite 350
Villa Park
IL
60181
29623035 66 Holyoke LLC
63 Myron St., Ste C
West Springfield
MA
01089
29623036 7708 W Bell Road LLC
700 E Ogden Avenue, Suite 305
Westmont
IL
60559
29623037 78 Lawrence Street LLC
231 Hawthorne Avenue
Yonkers
NY
10705
29623038 81-01 37TH Avenue LLC
60 Crossways Park Drive West, Suite 301
Woodbury
NY
11797
29677277 84401 Newfoundland and Labrador Inc
Attn: Lisa Wheeler, 145 Aberdeen Avenue, Unit 1
St John's
NL
A1A 5P6
Canada
29623039 8600 West Golf LLC
c/o Comar Properties managing agent, 17W220 22nd
Street, Suite 350
Villa Park
IL
60181
29623040 A & B Properties Hawaii, LLC, Series R
220 South King St., Suite 1800
Honolulu
HI
96813
29776615 A C Grace CO
111 East Gilmer Street
Big Sandy
TX
75755
29783808 A Guerrero, LLC
825 W. Chicago Ave.
Chicago
IL
60642
29783810 A&C Snacks LLC
935 Gravier St, 10th Floor
New Orleans
LA
70112
29783812 A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville
NY
11747
29783813 A/P Recovery, Inc.
975 Johnnie Dodds Blvd.
Mt. Pleasant
SC
29464
29783814
A+ Secure Packaging, LLC, d/b/a Cardinal Health
Packaging Solutions
339 Mason Road
LaVergne
TN
37086
29783816 a360 Media
4 New York Plaza, 2nd Floor
New York
NY
10004
29783817 AAD:FITCH, LLC
16435 N. Scottsdale Road, Suite 195
Scottsdale
AZ
85254
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 2 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 184 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29783819 Abbott Laboratories Inc.
3300 Stelzer Road
Columbus
OH
43219
29648879
Aberdeen Oklahoma Assoc & Pasan Trustc/o Kin
Properties
c/o Kin Properties Inc., 185 NW Spanish River Blvd., Suite
100
Boca Raton
FL
33431
29648880 ACA-SC Limited Partnership
P.O. Box 52428
Atlanta
GA
30355
29776621 Acceleration Partners, LLC
16 Rae Ave
Needham
MA
02492-
29776622 Access Development
1012 W. Beardsley Place
Salt Lake City
UT
84119
29776623 Access Staffing, LLC
360 Lexington Avenue
New York
NY
10017
29626410 Accounting Principals, Inc.
DEPT CH 14031
Palatine
IL
60055-4031
29776625 Accruent LLC
10801-2 N. Mopac Expressway, Suite 400
Austin
TX
78759-5458
29776625 Accruent, LLC
10801-2 N. Mopac Expressway, Suite 400
Austin
TX
78759
29783822 AccuFitness LLC
P.O. Box 4411
Greenwood Village
CO
80155-4411
29783823 Ace Asphalt of Arizona, Inc.
3030 South 7th St
Phoenix
AZ
85040
29648881 ACS Fort Smith Pavilion AR, LLC
350 Pine Street, Suite 800
Beaumont
TX
77701
29783827 Action Staffing Group
1137 ELIZABETH AVENUE
Elizabeth
NJ
07201-
29783828 Active Interest Media
300 N. Continental Blvd., Suite 650
El Segundo
CA
90245
29783829 ACTIVLAB, LLC
119 S. Main Street Suite 500
Memphis
TN
38103
29783830 Acuative Corporation
27460 Network Place
Chicago
IL
60673-1274
29783831 Acxiom Corporation
301 East Dave Ward Drive
Conway
AR
72032-7114
29783832 Adaptogen Science
11601 Biscayne Blvd Suite 201
Miami
FL
33181
29783833 Adaptogen Science, LLC
11601 Biscayne Blvd Suite 201
Miami
FL
33181
29790563 Adapty
20 Commerce Drive, Suite #135
Cranford
NJ
07016-
29776627 Adapty Inc.
101 Carnegie Center STE 102
Princeton
NJ
08540-
29776627 Adapty Inc.
20 Commerce Drive, Suite # 135
Cranford
NJ
07016-
29776628 Addison Group, LLC
7076 SOLUTIONS CENTER
Chicago
IL
60677-7000
29604801 Adlucent
PO BOX 25277
OVERLAND PARK
KS
66225
29776630 Adlucent, LLC
2130 S. Congress
Austin
TX
78704
29776631 ADM / Matsutani LLC
4666 Faries Parkway
Decatur
IL
62521
29776632 ADP
PO BOX 9001007
Louisville
KY
40290
29776634 AdRoll, Inc.
972 Mission Street, 3rd Floor
San Francisco
CA
94103
29776635 Aduro Products LLC
250 Liberty Street
Metuchen
NJ
08840-
29776636 Advance Trailer Systems, Inc.
5160 Commerce Road
Richmond
VA
23234
29776638 Advanced Construction
2201 Babcock Blvd
Pittsburgh
PA
15237
29783834 Advanced Food Concepts (AFC) d/b/a Gu Energy Labs
1204 10th St
Berkeley
CA
94710
29783835 Advanced Molecular Labs, LLC.
21 Bennetts Road Ste 101
East Setauket
NY
11733
29783836 Advanced Muscle Science
148 SW Hami Han St.
Portland
OR
97239
29783837 Advanced Nutrient Science Intl.
10540 72nd Street
Largo
FL
33777
29783838 Advanced Nutrition by Zahler Inc.
50 Lawrence Avenue
Brooklyn
NY
11230
29783839 Advantage Sales & Marketing d/b/a Advantage Media
77 North Washington St, 8th Floor
Boston
MA
02114-
29783840
Advantage Sales & Marketing LLC d/b/a Brand
Connections
P.O. Box 744347
Atlanta
GA
30374-4347
29783841 Advantage Sales & Marketing, LLC d/b/a Adlucent
P.O. Box 744347
Atlanta
GA
30374-4347
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 3 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 185 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29783844 AdvoCare International, L.P.
2801 Summit Ave.
Plano
TX
75074
29648882 AE Holdings III, LLC
Select Strategies Realty, 400 Techne Center Drive, Suite
320
Milford
OH
45150
29648883
AEI Accredited Investor Fund VI LLP and AEI National
Income Property Fund VII LP
1300 Wells Fargo Place, 30 East Seventh Street
Saint Paul
MN
55101
30202212 AEI National Income Property Fund VII LP
4502-4508 West Wendover Ave
Greensboro
NC
27409
30202214
AEI National Income Property Fund VII LP, as successor
in interest to CCBF Associates (Greenville), LLC
1300 Wells Fargo Place, 30 East 7th Street, Attn: Asset
Management
St. Paul
MN
55101
29648885 AEI National Income Property Fund VII, LP
1300 Wells Fargo Place
Saint Paul
MN
55101
30202216 AEI National Income Property Fund VIII LP
1300 Wells Fargo Place
Saint Paul
MN
55101
29648886 AEI National Income Property Fund VIII LP
30 East Seventh Street, Suite 1300
Saint Paul
MN
55101
29776646 Aero Automatic Sprinkler Co
21605 N Central Ave
Phoenix
AZ
85024
29776647 AEROTEK SCIENTIFIC, LLC.
7301 Parkway Dr.
Hanover
MD
21076
29776648 Aerotek, Inc.
7301 Parkway Dr.
Hanover
MD
21076
29783846 Affinity Resources LLC
941 Alhambra Avenue
Martinez
CA
94553
29648887 AFI Greer LLC
1901 Avenue of the Stars, Suite 630
Los Angeles
CA
90067
29783848 AfterShokz LLC
6311 Fly Road
East Syracuse
NY
13057
29783741 AFUS, S.A.
3a. Avenida 13-78, Zona 10. Torre Citibank en
Intercontinental Plaza, Nivel 12
Guatemala City
1010
Guatemala
29648888 AG Cameron Shops LLC
Income Properties of Raleigh Inc., 1049 Dresser Court
Raleigh
NC
27609
29783852 Agilysys, Inc.
915 CORNWALL RD
SANFORD
FL
32773
29783853 Agropur MSI, LLC
2340 Enterprise Avenue
La Crosse
WI
54603
29783854 AHN International Inc dba Amazing Herbs
2709 Faith Industrial Dr Ste 500
Buford
GA
30518
29783855 AIDP, Inc.
19535 East Walnut Drive South
City of Industry
CA
91748
29783857 AIT Worldwide Logistics Inc.
PO BOX 66730
CHICAGO
IL
60666
29783857 AIT Worldwide Logistics, Inc.
701 N. Rohlwing Road
Itasca
IL
60143
29604461 Aiya Company Limited
386 Beech Avenue, Unit B3
Torrance
CA
90501
29623041 AJA Turnpike Properties
2 Bellmore Road
East Meadow
NY
11554
29790573 AJB Software Design Inc.
5255 Solar Drive
Mississauga
ON
L4W 5B8
Canada
29776653 Akamai Technologies, Inc.
8 Cambridge Center
Cambridge
MA
02142-
29776653 Akamai Technologies, Inc.
8 Cambridge Center
New York
NY
10087-6590
29776655 Aker BioMarine Antarctic US, Inc.
312 Amboy Avenue, Suite 1
Metuchen
NJ
08840-
29627829 Akeso Health Sciences, LLC
4607 Lakeview Canyon # 561
Westlake Village
CA
91361
29776657 Al Sports Nutrition
5337 N Socrum Loop Rd #189
Lakeland
FL
33809
29623042 Ala Moana Anchor Acquisition, LLC
110 N. Wacker Dr.
Chicago
IL
60606
29776660 Alaffia Sustainable Skin Care
PO Box 11143
Olympia
WA
98508
29604537 Alani Nutrition
7201 Intermodal Drive Ste A
Louisville
KY
40258
29783858 Alani Nutrition LLC
7201 Intermodal Drive Ste A
Louisville
KY
40258
29623043 ALBA VILLAGE REGENCY
c/o Regency Centers Corporation, One Independent
Drive, Suite 114
Jacksonville
FL
32202
29623044 Albany Management
4 Computer Drive West
Albany
NY
12205
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 4 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 186 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29604822 Alclear Healthpass, LLC
65 E. 55th Street, 17th Floor
New York
NY
10022
29623045 Aliso Medical Properties LLC
9070 Irvine Center Drive, Suite 200
Irvine
CA
92618
29792395 Alkemist Labs
12661 Hoover St.
Garden Grove
CA
92841
29783867 All American Pharmaceutical & Natural Foods Company 2376 Main Street
Billings
MT
59105
29783868
All American Pharmaceutical & Natural Foods
Corporation
2376 Main Street
Billings
MT
59105
29783869 All Natural Distributors Inc.
11 Perry Drive
Foxboro
MA
02035-
29790576 All Terrain
20 North Main Street
NEWPORT
NH
03773-
29776661 Allera Health Products
16935 West Bernardo Drive, Suite 224
San Diego
CA
92127
29776662 Allergy Research Group LLC
2300 North Loop Rd
Alameda
CA
94502
29623046 Alliance-March III LLC
24001 Telegraph Rd.
Southfield
MI
48033
29783702 Allmax Nutrition Inc + HBS International Corp
4576 Yonge St, Ste 509
Toronto
ON
M4N 6N9
Canada
29776664 AllRetailJobs.com
17501 Biscayne Blvd, Suite 530
North Miami Beach
FL
33160
29776666 Almased USA, Inc.
2861 34th St S
St. Petersburg
FL
33711
29776667 Aloe Life International, Inc.
11657 Riverside Dr. #169
Lakeside
CA
92040
29776668 Aloft Beachwood
1010 Eaton Boulevard
Beachwood
OH
44122
29776670 Alpine Access
1767 Denver West Blvd Ste A
Golden
CO
80401
29776671 Alpine Access, Inc.
1120 Lincoln Street, Suite 1400
Denver
CO
80203
29783872 Alta Health Products INC
300 Main St
Idaho City
ID
83631
29783873 Alteya Inc
1846 South Elmhurst Road
Mount Prospect
IL
60056
29783875 Always Young LLC
95 Old Indian De
Milton
NY
12547
29783876 AM Navigator LLC
PO Box 2707
Stafford
VA
22555
29623048 AMA Generation Properties Rio LLC
9702 Gayton Rd, PMB #127
Dumbarton
VA
23238
29790579 Amacai Information Corporation d/b/a Localeze
8010 Towers Crescent Drive, Fifth Floor
Vienna
VA
22182
29783879 Amazon Preservation Partners, Inc. dba Zola Acai
1501A Vermont Street
San Francisco
CA
94107
29783880 Amazon Services LLC
PO BOX 81226
Seattle
WA
98108
29627874 Ambrosia Nutraceuticals
1630 Superior Ave Suite D
Costa Mesa
CA
92627
29783883 American Biologics
1180 Walnut Ave
Chula Vista
CA
91911
29776672 American Cargo Express, Inc.
2345 Vauxhall Road
Union
NJ
07083-
29628227 American Draft Systems LLC
45 Columbia Ave
Thornwood
NY
10594
29776675 American Forests
1220 L Street, NW, Ste. 750
Washington
DC
20005
29790580 American Halal Co Inc.
1111 Summer Street, 5th Floor
Stamford
CT
06905-
29776679 American Specialty Health Fitness, Inc.
10221 Wateridge Circle
San Diego
CA
92121
29776680 America's Charities
14150 Newbrook Drive, Suite 110
Chantilly
VA
20151
29790582 America's Finest Inc.
20 Lake Drive
East Windsor
NJ
08520-
29783884 AMPC, Inc. (DBA Essentia Protein Solutions)
2425 SE Oak Tree Court
Ankeny
IA
50021
29783885 Amplify Snack Brands
500 W. 5th St, Suite 1350
Austin
TX
78701
29783886 Anabol Naturals
1550 Mansfield Street
Santa Cruz
CA
95062
29783887 Analytics Pros, Inc.
1546 NW 56th Street
Seattle
WA
98107
29623049 Anchor Chattanooga, LLC
3035 Rhea County Highway, Suite 150
Dayton
TN
37321
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 5 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 187 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29628233 Anchor Computer, Inc.
1900 New Hwy
Farmingdale
NY
11735
29783890 Ancient Naturals
1540 International Pkwy, Suite 2000
Lake Mary
FL
32746
29783891 ANDALOU NATURALS
7250 REDWOOD BLVD, SUITE 208
NOVATO
CA
94945
29783892 Anderson Global Group, LLC
2030 Main Street Suite 430
Irvine
CA
92614
30345397 Andi Jones
Address On File
29783893 Andover Inc. dba IQ Workforce
51 REMINGTON CIRCLE
Princeton Junction
NJ
08550-
29783894 Andrea Marchese
Address On File
29790586 Andrew Arcangel
Address On File
29645305 Andrew Laudato
Address On File
29776683 Angeion Group LLC
1801 MARKET STREET, SUITE 660
Philadelphia
PA
19103
29776684 Angie's Artisan Treats, LLC
151 Good Counsel Drive, Suite 100
Mankato
MN
56001
29790588 Anne-Elise Nutrition, LLC
PO BOX 434
TENANTS HARBOR
ME
04860-
29776687 Annona Company DBA Earnest Eats
444 S. Cedros Ave., Ste. 175
Solana Beach
CA
92075
29776688 Ansell
163 Ralston Rd.
Sarver
PA
16055
29776689 Answers Corporation
6665 Delmar Blvd., Ste. 3000
Saint Louis
MO
63130
29776690 Anti-Aging Essentials Inc.
PO Box 715
Carnegie
PA
15106
29776692 Apax OTC Business Development, LLC
4833 Front Street, #415
Castle Rock
CO
80104
29783897 Apex Systems
3750 COLLECTIONS DRIVE
Chicago
IL
60629
29783898 Apex Wellness Group, LLC
14362 N Frank Lloyd Wright Blvd., Suite 1000
Scottsdale
AZ
85260
29783900 Apollo Story
Address On File
29783901 Applied Nutriceuticals, Inc.
8112 Statesville Road, Suite G
Charlotte
NC
28269
29783902 Applied Sciences LLC
1511 N Hayden Rd Suite 160-327
Scottsdale
AZ
85260
29739939 Approved Freight Forwarders
9089 Clairemont Mesa Blvd., Ste 301
San Diego
CA
92123
29604876 Aptos, Inc.
DEPT CH17281
Palatine
IL
60055
29604876 Aptos, LLC
DEPT CH17281
Palatine
IL
60055
29783903 Aqua ViTea LLC
153 Pond Lane
Middlebury
VT
05753-
29783904 Aquent LLC
PO BOX 414552
Boston
MA
02241-
29648889 ARC CPFAYNC001, LLC
c/o AR Global Investments LLC, 650 5th Avenue, 30th
Floor
New York City
NY
10019
29648890 ARC MCLVSNV001, LLC
c/o American Realty Capital, 650 Fifth Avenue
New York City
NY
10019
29648891 ARC TSKCYMO001, LLC
405 Park Ave., 15th Floor
New York City
NY
10022
29648892 Arcadia Hub Holdings I, LLC
1620 Fifth Ave., Suite 770
San Diego
CA
92101
29776694 Archive Systems, Inc.
39 Plymouth Road
Fairfield
NJ
06825-
29776695 Arctic Ease, LLC
200 Schell Lane Suite 204
Phoenixville
PA
19460
29776697 ArcVision Inc.
1950 Craig Road, Suite 300
St. Louis
MO
63146-4106
29648893 Arden Plaza Associates, LLC
1333 Howe Avenue, Suite 202
Sacramento
CA
95825
29648894 ARG LSSALMD001, LLC
c/o Global Net Lease Inc., 650 5th Avenue, 30th Floor
New York City
NY
10019
29776700 Arizona Generator Technology, Inc
7901 N 70th Ave
Glendale
AZ
85303
29776701 Arizona Nutritional Supplements
c/o Greenberg Traurig, LLP, Attn: Dennis A. Meloro, 222
Delaware Avenue, Suite 1600
Wilmington
DE
19801
29604368 Arthur Andrew Medical
8350 E. Raintree Dr. , #101
Scottsdale
AZ
85260
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 6 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 188 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29648895 Arvig LLC
2750 NE 185 Street, Suite 306
Miami
FL
33180
30345464 A-S 160 Grand Parkway-W, Airport Phase 3, L.P.
c/o NewQuest Properties, Attn: Property Mngmt/Legal,
8827 W. Sam Houston Pkwy N., Suite 200
Houston
TX
77040
29783915 ASB Resources
4365 Route 1 S, Suite 205
Princeton
NJ
08540-
29783915 ASB Resources
4390 Route 1 N, Suite 222
Princeton
NJ
08540-
29783916 ASB Resources LLC
4365 ROUTE 1, SUITE 102
Princeton
NJ
08540-
29648896 Ashley Park Property Owner LLC
c/o Centennial Real Estate Management LLC, 8750 N.
Central Expressway, Suite 1740
Dallas
TX
75231
29648897 Aspen Rt 9 LLC
12 Lincoln Boulevard, Suite 207
Emerson
NJ
07630
29783921 Aspire Brands, Inc.
500 North Michigan Ave, Suite 600
Chicago
IL
60611
29783922 Associated Production Music LLC
5700 WILSHIRE BLVD, SUITE 550
Los Angeles
CA
90036
29776556 Associazione Friend of the Sea
Via Sant’Antonio Maria Zaccaria 3
Milan
20122
Italy
29776705 Assured Environments
45 Broadway 18th Floor
New York
NY
10006
29776706 AST Sports Science
120 Capital Dr
Golden
CO
80439
29604889 Aston Carter, Inc.
3689 COLLECTIONS DRIVE
Chicago
IL
60629
29776708 At Last Naturals
401 Columbus Ave
Valhalla
NY
10560
29776711 ATH Sports Nutrition, LLC
2827 Kalawao Street
Honolulu
HI
96819
29776712 Athlete Certified Nutrition
201 Old Country Rd Suite 105
Melville
NY
11556
29776713 Athletic Edge Nutrition
3109 Grand Ave 280
Miami
FL
33431
29776715 Atkins Nutritionals, Inc.
1050 17th Street, Suite 1500
Denver
CO
80265
29776715 Atkins Nutritionals, Inc.
3212 Shadewood Drive
Crystal Lake
IL
60014
29783923 atlantic Candy Co
115 Whetstone Place
SAINT AUGUSTINE
FL
32086
29783926 Atlas Copco Compressors LLC
300 Technology Center Way Ste. 550
Rock Hill
SC
29730
29650555 Attentive Mobile Inc.
221 River Street, Suite 9047
Hoboken
NJ
07030-
29790603 Aurea Biolabs Private Limited
G-285, Main Avenue, Panampilly Nagar
Cochin, Kerala
682036
India
29783929 Auroma International
1100 E Lotus Dr Bld 3
Silver Lake
WI
53170
29648898 Aurora Corner, LLC
13500 Aurora Avenue North, Suite A
Seattle
WA
98133
29790605 Aurus, Inc.
1 Edgewater Place, Suite 200
Norwood
MA
02062-
29790605 Aurus, Inc.
One Edgewater Drive, Suite 200
Norwood
MA
02062-
29783934 Authentic Alaska, LLC
9301 Glacier Hwy, Ste 200
Juneau
AK
99801
29776716 Avalara, Inc.
1100 2nd Ave Suite 300
Seattle
WA
98101
29648899 AVR CPC Associates, LLC
One Executive Boulevard
Yonkers
NY
10701
29783703 AWAKE Corporation
700-10 Kingsbridge Garden Cir
Mississauga
ON
L5R 3K6
Canada
29790607 Axcess Global LLC, DBA Real Ketones, LLC
300 West Jennings St., Suite 201
Newburgh
IN
47630
29776738 Axe and Sledge Supplements, Inc.
1909 New Texas Road
Pittsburgh
PA
15239
29776739 Axis Labs, Inc.
9233 Park Meadows Dr. #46
Lone Tree
CO
80124
29627746 Ayush Herbs, Inc.
2239 152 Ave NE
Redmond
WA
98052
29648900 Azalea Joint Venture, LLC
c/o Federal Realty Investment Trust, 909 Rose Avenue,
Suite #200
Rockville
MD
20852
29623051 Azzarello Family Partners LP
542 Socorro Court
Reno
NV
89511
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 7 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 189 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623052 B.H. 3021-3203 South IH35, LLC
c/o BH Properties, 11111 Santa Monica Blvd., Suite 600
Los Angeles
CA
90025
29776782 B.I.N. Science LLC (dba ROEX)
1401 N. Batavia Suite 204
Orange
CA
92867
29623053 B33 Ashley Furniture Plaza II LLC
601 Union Street, Suite 1115
Seattle
WA
98101
29623054 B33 Metro Crossing II LLC
601 Union Street, Suite 1115
Seattle
WA
98101
29623055 B33 Wrangleboro II LLC
601 Union Street, Suite 1115
Seattle
WA
98101
29623056 B33 Yuma Palms III LLC
601 Union Street, Suite 1115
Seattle
WA
98101
29783961 Babo Botanicals LLC
14 Harwood Ct. Suite 425
Scarsdale
NY
10583
29628286 Babson Macedonia Partners, LLC
M.E. Osborne Properties, 7670 TYLER BLVD
Mentor
OH
44060
29623058 BADA CT, LLC
c/o Rettner Building Management Corporation, 6
Fairfield Blvd #1
Ponte Vedra Beach
FL
32082
29783964 Baesman Group, Inc.
4477 Reynolds Rd
Hilliard
OH
43026
29790612 Bag Arts LLC
20 WEST 36TH, 5TH FLOOR
New York
NY
10018
29790613 Bamboo Rose LLC
17 Rogers Street
Gloucester
MA
01930-
29603299 Bank of America
P.O. Box 27128
Concord
CA
75284-2425
29603299 Bank of America
PO BOX 402742
Atlanta
GA
75284-2425
29623059 Barbara Friedbauer and MACK 8927, LLC
82 Agassiz Ave
Belmont
MA
02478
29790615 Barclay Brand Ferdon
2401 South Clinton Ave
South Plainfield
NJ
07080-
29790616 Barclay Fleet Service
2401 South Clinton Ave
South Plainfield
NJ
07080-
29623060 Barclay Square LLC
38505 Woodward Avenue, Suite 280
Bloomfield Hills
MI
48304
30273298 Bargreen-Ellingson, Inc.
6626 TACOMA MALL BLVD
Tacoma
WA
98409
29776752 Barlean 5
4935 Lake Terrell Road
FERNDALE
WA
98248
29604351 Barlean's Organic Oils
4936 Lake Terrell Road
Ferndale
WA
98248
29776754 Barnana
302 Washington St. Suite 150
San Diego
CA
92103
29776755 Barndad Innovative Nutrition, LLC
150 Lake Drive Suite 101
Wexford
PA
15090
29790618 Barwick Group
330 Ratzer Road, Suite A-4
Wayne
NJ
07470-
29627689 Basic Research, LLC
5742 W. Harold Gatty Drive
Salt Lake City
UT
84116
29776759 Batallure Beauty, LLC
150 East 52nd Street
New York
NY
10022
29648901 Bauer & O'Callaghan LLC
c/o Kiersey & McMillan Inc., P.O. Box 1696
Beaverton
OR
97075
29648902 BC of St. Lucie West LLC
c/o Cartessa Real Estate Partners, 145 S. Livernois #310
Rochester
MI
48307
29648903 BC Retail, LLC
c/o American Asset Corporation, 5950 Fairview Road,
Suite 800
Charlotte
NC
28210
29648904 BCP Investors, LLC
1500 Whetstone Way, Suite 101
Baltimore
MD
21230
29648905 BDG Kendall 162 LLC
2151 S Le Jeune Road, Suite 300
Miami
FL
33134
29783982 Be Well Nutrition, Inc.
629 Camino De Los Mares, #315
San Clemente
CA
92673
29783983 Beach Fire, Corp dba Tahiti Trader
7111 Arlington Ave. Ste F
Riverside
CA
92503
29776761 Beaumont Products, Inc.
1560 Big Shanty Drive
Kennesaw
GA
30144
29776762 Beautyfit
1000 NW 105th Ave
Plantation
FL
33322
29776763 Beavex, Inc.
PO BOX 637997
Cincinnati
OH
45263
29776765 Become, Inc.
640 W California Ave, Suite 110
Sunnyvale
CA
94086
29790623 Beefeaters Holding Company
5801 Westside Ave.
North Bergen
NJ
07047-
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 8 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 190 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29776545
Beijing Tang-An Nutrition & Healthcare Products Co.,
Ltd.
A-14-G, Chengming Building, No. 2 Xizhimen Nan Street
Beijing
100035
China
29776767 Belcam Inc.
27 Montgomery Street
Rouses Point
NY
12979
29648906 Belden Park JV LLC
c/o Robert L. Stark Enterprises Inc., 629 Euclid Avenue,
Suite 1300
Cleveland
OH
44114
29783704 Bell Lifestyle Products Inc.
3164 Pepper Mill Ct.
Mississauga
ON
L5L 5V3
Canada
29776770 Bella Barbies International DBA Body Complete Rx
12020 Sunrise Valley Dr, Ste 100
Reston
VA
20191
29783985 BeneFlex, Inc.
77 BRANT AVENUE, STE 206
Clark
NJ
07066-
29648907 Beral LLLP
2800 Quarry Lake Drive, Suite 320
Baltimore
MD
21209
29790627 Berkeley College
44 Rifle Camp Road
Woodland Park
NJ
07424-
29783991 Bernard Jensen Products
535 Stevens Avenue West
Solana Beach
CA
92075
29648908 Berwyn Gateway LLC
c/o Keystone Ventures, LLC, 420 Clinton Place
River Forest
IL
60305
29648909 Best Buy Stores, L.P.
7601 Penn Avenue South
Minneapolis
MN
55423
29648910 Beta-Bremerton L.L.C.
18827 Bothell Way N.E., Suite 110
Bothell
WA
98011
29783995 Betancourt Sports Nutrition LLC
14620 NW 60th Avenue , Bldg A
HIALEAH
FL
33014
29783995 Betancourt Sports Nutrition LLC
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29783996 Better Planet Brands LLC
1629 SE 9th Street
Fort Lauderdale
FL
33316
29776773 Betty Lou's Inc.
750 SW Booth Bend Rd.
McMinnville
OR
97128
29776774 Beverly International
1768 Industrial Rd
Cold Spring
KY
41076
29776775 Beyond Better Foods, LLC
101 Lincoln Avenue, Suite 100
Bronx
NY
10454
29776776 BeyondTrust Software, Inc.
5090 N 40th Street, Suite 400
Phoenix
AZ
85018
29776777 Bhu Foods
818 Vanderbilt place
San Diego
CA
92110
29648911 Bierbrier South Shore Place Braintree LLC
420 Bedford St.
Lexington
MA
02420
29623061
Big Flats TEI Equities LLC, Big Flats TEA LLC, Big Flats CEG
I, LLC, Big Flats CEG III LLC, Big Flats Patricia Lane LLC,
Big Flats Westfield Commons LLC
c/o Time Equities Inc., 55 Fifth Avenue - 15th Floor
New York City
NY
10003
29776783 Bio nutrition Inc.
3580 Oceanside Rd. Unit 5
Oceanside
NY
92056
29776783 Bio Nutrition Inc.
64 Alabama Ave
Island Park
NY
11558
29783998 BIOCALTH INTERNATIONAL, INC.
1871 Wright Avenue
La Verne
CA
91750
29790630 Bio-Engineered Supplements & Nutrition Inc.
5901 Broken Sound Parkway NW, Suite 600
Boca Raton
FL
33487
29784000 BioForce USA
6 Grandinetti Drive
Ghent
NY
12075
29783751 BIOIBERICA, S.A.U.
C/ Antic Camí de Tordera, 109-119, Palafolls
Barcelona
8030
Spain
29783705 Bio-K Plus International Inc.
495 Armand Frappier Blvd
Laval
QC
H7N 5W1
Canada
29784001 BioNutritional Research Group, Inc.
6 Morgan , SUITE 100
Irvine
CA
92618
29784002 BioPharmX, Inc.
1098 Hamilton Court
Menlo Park
CA
94025
29784003 BioRage, Inc.
9108 Tyler Blvd
Mentor
OH
44060
29783706 BioSteel Sports Nutrition Inc.
87 Wingold Avenue
North York
ON
M6L 1N7
Canada
29784004 Biotab Nutraceuticals, Inc.
401 E. Huntington Drive
Monrovia
CA
91016
29784005 Biotest LLC
1850 Reliable Cir.
Colorado Springs
CO
80906
29784006 Birch Benders
PO Box 4860
Boulder
CO
80306
29623062 Birdcage GRF2, LLC
1850 Douglas Blvd., Suite 412
Roseville
CA
95661
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 9 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 191 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30345468 Birkdale Real Estate Investors, LLC
P.O. Box 12170
Charlotte
NC
28220
29623063 BKXL EASTEX LTD.
9121 Elizabeth Rd., # 108
Houston
TX
77055
29792301 BlackLine Systems, Inc.
21300 Victory Blvd., 12th Floor
Woodland Hills
CA
75284
29792301 BlackLine Systems, Inc.
21300 Victory Blvd., 12th Floor
Woodland Hills
CA
91367
29790636 Blu-Dot Beverage Company Inc.
1155 North Service Road West, Unit 11
Oakville
ON
L6M 3E3
Canada
29776791 Blue Bay Technologies, LLC
478 2nd St.
Excelsior
MN
55331
29623064 Blue Green Capital, LLC
18205 Biscayne Blvd., Ste 2202
North Miami Beach
FL
33160
29784013 Bluebonnet Nutrition
12915 Dairy Ashford
Sugar Land
TX
77478
29627747 Bluebonnet Nutrition Corp.
12915 Dairy Ashford
Sugar Land
TX
77478
29623065 BMA Springhurst LLC
c/o Marquee Capital, 301 N Broadway, Suite 300
Milwaukee
WI
53202
29790638 BMO Harris Bank N.A.
150 N Martingale Road, Suite 900
Schaumburg
IL
60173
29784017 BMS Cat, Inc.
303 Arthur Street
Fort Worth
TX
76107
29784018 BNC Nutrition LLC
1448 Industry Drive
Burlington
NC
53105
29784019 BNG Enterprises
3312 E. Broadway Road
Phoenix
AZ
85040
29776795 BoardVantage, Inc.
4300 Bohannon Drive, Suite 110
Menlo Park
CA
94025
29776797 Bob's Red Mill
13521 SE Pheasant Ct.
Milwaukie
OR
97267
29776798 Bob's Red Mill Natural Foods, Inc.
13521 SE Pheasant Court
Milwaukie
OR
97267
29623066 Boca Park Marketplace LV, LLC
9030 W. Sahara Avenue, #422
Las Vegas
NV
89117
29790640 Bodhi Organics, LLC
1800 E State St, Ste 144B
Hamilton
NJ
08609-
29776802 Body LLC (dba Body Nutrition)
2950 47 Ave N.
St Petersburg
FL
33714
29776804 Boiron Inc.
6 Campus Blvd
Newtown Square
PA
19073
29776804 Boiron, Inc.
4 campus blvd
Newtown Square
PA
19073
29623067 Bond Street Fund 11, LLC
c/o Bond Street Management Group LLC, 850 Morrison
Drive, Suite 500
Charleston
SC
29403
29623068 Bond Street Fund 8, LLC
850 Morrison Drive, Suite 500
Charleston
SC
29403
29784024 Bonk Breaker, LLC
1833 Stanford Street
Santa Monica
CA
90404
29790642 BOOM Chaga, LLC
760 Marbury Lane, Suite B
Longboat Key
FL
34228
29623069 Boswell Avenue I, LLC
c/o Marx Realty & Improvement Co. Inc., 155 East 44th
Street, 7th Floor
New York City
NY
10017
29784029 Boulder Goods LLC DBA Sir Richards Condom Company
PO Box 989
Boulder
CO
80306
29784031 Bounce USA LLC
750 SE Booth Bend Road
McMinnville
OR
97128
29623070 Bowman MTP Center LLC
234 Seven Farms Drive, Suite 300
Daniel Island
SC
29492
29784033
Bowman Sales & Equipment Inc, dba Bowman Trailer
Leasing
10233 Governor Lane Blvd.
Williamsport
MD
21795
29776806 Boyden
3 RIVERWAY, SUITE #1150
Houston
TX
77056
29776807 BPI Sports LLC
3149 SW 42nd St. #200 , #200
Hollywood
FL
33312
29651026 Bradford Vernon IV LLC
c/o Bradford Real Estate, 200 South Wacker Drive, Suite
726
Chicago
IL
60606
29776811 Bragg Live Food Products Inc.
199 Winchester Canyon Rd
Santa Barbara
CA
93117
29776812 Brain Pharma, Inc.
3701 SW 47 Ave #104
Davie
FL
33314
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 10 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 192 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29776813 Brand Makers, LLC
464 South Main Street
Spanish Fork
UT
84660
29651027 Brand Properties IV, LLC
2401 PGA Boulevard, Suite 150
Palm Beach Gardens
FL
33410
29776815 Brand Shop
20 Constitution Blvd South
Shelton
CT
06484-
29776816 BrandBags LLC
11601 Wilshire Blvd., Suite 1800
Los Angeles
CA
90025
29785625 BrandStorm HBC, Inc
7535 Woodman Place
Van Nuys
CA
91406
30345490 Brazos TC South – Partnership A, L.P.
c/o NewQuest Properties, Attn: Property Mngmt/Legal,
8827 W. Sam Houston Pkwy N., Suite 200
Houston
TX
77040
29606574 Breast Cancer Research Foundation
28 West 44th Street, Suite 609
NEW YORK
NY
10036
29651028 BREIT Canarsie Owner LLC
ShopCore Properties, 50 S. 16th Street, Suite 3325
Philadelphia
PA
19102
29785633 Brian Buford & Associates, Inc.
328 North Clifton Avenue Unit IN
Chicago
IL
60614
29651029 Brick Management LLC
d/b/a Clearview & Northern LLC and 205-04 Northern
Boulevard LLC, 134-01 20th Avenue, 20th Floor
Queens
NY
11356
29651030 Brick Pioneer LLC
900 Route 9 North, Suite 301
Woodbridge Township
NJ
07095
29651031 Brixmor Burlington Square LLC
c/o Brixmor Property Group, 200 Ridge Pike, Suite 100C
Conshohocken
PA
19428
29651032 Brixmor Roosevelt Mall Owner, LLC
c/o Brixmor Property Group, 200 Ridge Pike, Suite 100
Conshohocken
PA
19428
29651033 Brixmor/IA Clearwater Mall, LLC
c/o Brixmor Property Group, 200 Ridge Pike
Conshohocken
PA
19428
29651034 Brooksville Cortez, LLC
400 Perrine Road, Suite 405
Old Bridge (CDP)
NJ
08857
29776828 Brother's Trading, LLC
PO Box 2234
San Gabriel
CA
91778
29776831 Brownie Brittle, LLC
2253 Vista Parkway, #8
West Palm Beach
FL
33411
29651035 Brust Development Company, LLC
4012 Colby Avenue, Suite 103
Everett
WA
98201
29790652 BSP PHARMA INC
PO Box 890
Marmora
NJ
02062-
29623071 BTMI, Ltd.
1045 Fifth Avenue
New York City
NY
10028
29784051 Buff Bake, LLC
221 20th Street
Huntington Beach
CA
92648
29623072 Buffalo-Pittsford Square Assoc. LLC
570 Delaware Avenue
Buffalo
NY
14202
29784054 Build Retail Inc.
103 Gannaway Street
Jamestown
NC
27282
29784055 Building Better Solutions
9101 Schindler Dr
PEARL RIVER
NY
10965
29784056 Bulletproof 360, Inc.
1012 15th Ave. Suite 400
Seattle
WA
98122
29784057 Bulletproof 360Digital, Inc.
716 Theodore Court
Romeoville
IL
60446
29670864 Bum Energy LLC
760 NW Enterprise Dr
Port St. Lucie
FL
34985
29623073 Bund Scenery USA, LLC
c/o Realty Advisors International, 904 Silver Spur Road,
No. 266
Palos Verdes Peninsula
CA
90274
29623074 Burlington U Mall Owner LLC
c/o Eastern Real Estate, One Marina Park Drive, Suite
1500
Boston
MA
02210
29776841 Buxton Company, LLC
2651 South Polaris Drive
Fort Worth
TX
76137
29776842 Buy.com Inc.
85 Enterprise, Suite 100
Aliso Viejo
CA
92656
29623075
BVA Alamo SPE LLC, Alamo SPE Poplin LLC, Alamo SPE JT
LLC, Alamo SPE Schulmann LLC, Alamo SPE RFM LLC, and
Alamo SPE Muir LLC
c/o Big V Properties LLC, 176 North Main Street, Suite
#210
Florida
NY
10921
29623076 BVA Rim GP LLC
c/o Big V Properties LLC, 162 North Main St, Suite 5
Florida
NY
10921
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 11 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 193 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623077
BVIF WESTSIDE 6275 LLC, CMS PROPERTY SOLUTIONS,
LLC,R&S BUILDING VENTURES, LLC, 602 W 9TH ST, LLC
BRADFORD KLEEMAN PROPERTIES, LLC,APUAT
MANAGEMENT, LLC, ACTAGON CORPORATION, PEILING
JIANG,and RICHARD MCINTOSH, c/o Big V Properties
LLC, 176 North Main St, Suite 210
Florida
NY
10921
29630190 C.H. Robinson Worldwide, Inc.
14701 Charlson Road
Eden Prairie
MN
55480-9121
29784059 C2 Technical Resources, LLC
408 MILL STREAM WAY
Woodstock
GA
21163
29784060 C20 Pure Coconut Water, LLC
400 Oceangate #750
Long Beach
CA
90802
29623078 California Car Hikers Service
c/o Terry A. Ickowicz Esq., 14320 Ventura Boulevard
Sherman Oaks
CA
91403
29784063 California Fragrance Co. DBA AROMAFLORIA
171 East 2ND Street
Huntington Station
NY
11746
29784064 California Inside Out, Inc. DBA Out of Africa
12 Washington Blvd 2nd Floor
Marina Del Ray
CA
90292
29784065 California Natural Products
1250 E. Lathrop Road
Lathrop
CA
95330
29784066 California Natural Vitamin Labs Inc
9044 Independence Ave
Canoga Park
CA
91304
29623079 Camden Village LLC
2099 Mt. Diablo Boulevard, Suite 206
Walnut Creek
CA
94596
29790655 CamelBak Products LLC
2000 South McDowell Street, Suite 200
Petaluma
CA
94954
29776848 Camp Gladiator, Inc.
9185 Research Blvd.
Austin
TX
78758
29776849 Canada Post
2101 91ST STREET
NORTH BERGEN
NJ
07047-
29776850 Candidate Source
RENT THE HELP, INC, 6402 MALLORY DRIVE
Richmond
VA
23226
29776851 CannaVest Corp
591 Camino de la Reina, Ste 1200
San Diego
CA
92108
29776852 Cannon Group
960C Harvest Drive, Suite 100
Blue Bell
PA
19422
29790659 Canopy Growth USA, LLC
35715 US HWY 40, Suite D-102
Evergreen
CO
80439
29776854 Can't Live Without It, LLC (d/b/a S'well Bottle)
28 W 23rd St. 5th Floor
NEW YORK
NY
10010
29776856 Canus USA
26 Leonard Ave
Leonardo
NJ
07737-
29648912 Canyon Springs Marketplace North Corporation
c/o TDA Investment Group, 2025 Pioneer Court
San Mateo
CA
94403
29776858 Capella University
225 South 6th Street, 9th Floor
Minneapolis
MN
55455
29784070 Capital Brands LLC
11601 Wilshire Boulevard, 23rd Floor
Los Angeles
CA
90025
29648913 Caplowe-Voloshin Realty, LLC
C/O: Commercial Development, 200 Boston Post Rd.,
Suite 13
Orange
CT
06477
29784075 Capstone Integrated Solutions, LLC
254 Route 17K, Suite 106
Newburgh
NY
12550
29783699 Capsugel Belgium NV
Rijksweg 11
Bornem
B-2880
Belgium
29604454 Capsule Connection, LLC
309 Bloom Pl.
Prescott
AZ
86301
29627803 Carbon & Clay Company
1937 N Interstate 35 #100
New Braunfels
TX
78130
29784078 Cardiac Science Corporation
N7 W22025 Johnson Drive
Waukesha
WI
53186
29630195 Cardinal Path LLC
515 N. State St., 22nd Floor
Chicago
IL
60654
29784081 Cardiovascular Research, Ltd.
1061B Shary Circle
Concord
CA
94520
29790661 Career Developers Inc.
500 N Franklin Turnpike, S. 208
Ramsey
NJ
07446-
29776860 Careerminds Group Inc.
1601 Concord Pike, Suite 82
Wilmington
DE
19803
29790662 Caribbean Sol, Inc.
4495 SW 35th St, Unit H, Unit H
Orlando
FL
32811
29648914 Carp Outparcel, LLCc/o FMK Management, LLC
14039 Sherman Way, Suite 206
Van Nuys
CA
91405
29776863 Carrie Murphy
Address On File
29776868 Cave Shake, LLC
1386 1/2 Edgecliffe Drive
Los Angeles
CA
90041
29776869 Caveman Foods LLC
2950 Buskirk Ave # 170
Walnut Creek
CA
94597
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 12 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 194 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784083 CBDFit, LLC
701 Park of Commerce Blvd, Ste 101
BOCA RATON
FL
33487
29790665 CBRE
PO BOX 406588, LOCATION CODE 2991
Atlanta
GA
30384-6588
29495301 CBRE, Inc.
PO BOX 406588, LOCATION CODE 2991
Atlanta
GA
30326
29784087 CC Vending, Inc.
90 Macquesten Parkway South
Mount Vernon
NY
10550
29648917 CC&B Associates LLC
1620 Scott Ave.
Charlotte
NC
28203
29648920 CD, II Properties, LLC
P.O. Box 99
Demorest
GA
30535
29648921 CDA Enterprises, LLC
10 North Post, Suite 301
Spokane
WA
99201
29784094 CDW Direct, LLC
200 N. Milwaukee Ave.
Vernon Hills
IL
60061
29648922 Cedar Equities, LLC
1 Sleiman Parkway, Suite 220
Jacksonville
FL
32216
29902043 Celsius, Inc.
2424 North Federal Hwy , 208
Boca Raton
FL
33431
29776874 Cenegenics Global Health, LLC
6231 McLeod Dr. Suite G
Las Vegas
NV
89120
29790670 Centerstone Executive Search, Inc.
4250 Fairfax Drive, Suite 600
Arlington
VA
22203
29648923 Central Park Avenue Associates, LLC
32 Quentin Road
Scarsdale
NY
10583
29623080 Central Park Retail, LLC
c/o Rappaport Management Company, 8405 Greensboro
Drive, 8th Floor
McLean
VA
22102
29784095 Centralis Partners, Inc.
2822 CENTRAL STREET, SUITE 100
Evanston
IL
60201
29623081 Centro Deptford LLC
222 West Hills Road
New Canaan
CT
06840
29604326 Century Systems
120 Selig Drive
Atlanta
GA
30336
29784098 CerBurg Products Ltd
2040 South Ridgewood Avenue
S Daytona
FL
32119
29784099 Certegy Payment Recovery Services, Inc.
550 Greensboro Avenue
Tuscaloosa
AL
35401
29784100 C'est Si Bon Company
1308 Sartori Ave. #205
Torrance
CA
90501
29623082 CFH REALTY III/SUNSET VALLEY, L.P.
500 North Broadway, Suite 201
Jericho
NY
11753
29623083 CFJ INVESTMENTS LLC
ATTN VALERIE J FUETTE, 1423 AARHUS DRIVE
Solvang
CA
93463
29623084 CFT NorthPointe LLC
c/o: Tiana C. Jenkins, 1767 Germano Way
Pleasanton
CA
94566
29623085 CH Realty VII/R Orlando Altamonte, L.L.C.
c/o 4Acre Property Services LLC, Attention: Gina
KarnesOrlando, 1818 E Robinson St.
Orlando
FL
32803
29623086 CH Retail Fund I/Pittsburgh Penn Place, LLC
c/o Walnut Capital Management Inc, 5500 Walnut
Street, Suite 300
Pittsburgh
PA
15232
29623087 CH Retail Fund I/Vestal Shops, LLC
3819 Maple Ave.
Dallas
TX
75219
29623088 CH Retail Fund II/Chicago Oakbrook Terrace, LLC
Mid-America Asset Management Inc., One Parkview
Plaza, 9th Floor
Villa Park
IL
60181
29623089 Chadds Ford Investors LPc/o Carlino Development,
c/o Carlino Commercial Development, 100 Front Street,
Suite 560
Conshohocken
PA
19428
29776885 Challa Enterprises LLC
2200 SW 6th Avenue
Topeka
KS
66606
29648925 Chamisa Development Corp., LTD
c/o CREM, 5951 Jefferson St. NE, Suite A
Albuquerque
NM
87109
29776887 Champion Nutrition
1301 Sawgrass Corporate Parkway
Sunrise
FL
33323
29648926 Charles Bailey & Debra Bailey Trustees
Address On File
29648927 Charles Kahn Jr. & Todd Vannett
Address On File
29648928 Charles L. & Patricia M.Frandson as
Trustees of the Frandson Family Trust & Ralph Horowitz,
11661 San Vicente Blvd., Suite 301
Los Angeles
CA
90049
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 13 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 195 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29648929
Charles M. LaKamp and Marianne E. LaKamp Trustees of
The LaKamp Family Trust
Address On File
29648930 Charm Real Estate, LLC
c/o Josh Levinson, 117 Church Lane, Ste C
Cockeysville
MD
21030
29784112 Chase Merchant Services
8875 Washington Blvd
ROSEVILLE
CA
95678
29784114 CHEPS CUT REAL JERKY LLC
PO BOX 110871
NADIES
FL
34108
29784115 CHEPS CUT REAL JERky LLIC
PO BOX 110871
NAPLES
FL
34108
29648931 Cherry Hill Retail Partners LLC
1260 Stelton Road
Piscataway
NJ
08854
29784117 Chesapeake System Solutions, Inc.
10220 S. Dolfield Road, Suite 209
Owings Mills
MD
21117
29784118 Chia USA LLC (dba The Chia Co)
270 Lafayette Street, Suite 612
New York
NY
10012
29776893 Chicago Bar Company LLC
225 W. Ohio St. Suite 500
Chicago
IL
60654
29776894 ChildLife Essentials
5335 McConnell Avenue
Los Angeles
CA
90066
29604546 ChocZero Inc.
1376 E Valencia Dr.
Fullerton
CA
92831
29648932 ChrisLinc Properties, LLC
2320 N Atlantic, Suite 100
Spokane
WA
99205
29776899 Church & Dwight Co., Inc.
500 Charles Ewing Boulevard
Ewing
NJ
08628-
29776900 Cid Botanicals LLC
14 NE First Avenue, Suite W224
Miami
FL
33132
29790679 Cigniti Technologies Inc.
433 East Las Colinas Blvd., Ste. 1300
Irving
TX
75039
29784119 Cintas Corporation No. 2 d/b/a Cintas First Aid & Safety
PO BOX 631025
Cincinnati
OH
45263
29792907 Cintas Fire Protection
2929 W. Clarendon Ave.
Phoenix
AZ
85017
29624149 Cision US Inc.
PO Box 419484
Boston
MA
02241-
29648933 City Centre of Avon Retail, LLC
3951 Convenience Circle N.W., Suite 301
Canton
OH
44718
29623090 CL Creekside Plaza South CA LP
3300 Enterprise Parkway
Beachwood
OH
44122
29623091 Clark Commons LLC
c/o Patron Property Management Company, 700A Lake
Street
Ramsey
NJ
07446
29784127 Clarkston-Potomac Group, Inc.
2655 Meridian Parkway
Durham
NC
27713
29604650 Clean Simple Eats
13222 S. Tree Sparrow Drive, R-330
Riverton
UT
84096
29784128 CleanWell LLC
755 Sansome St. Ste 300
San Francisco
CA
94111
29897993 Clear Evaluations, LLC
719 Sawdust Road, Suite 101
The Woodlands
TX
77380
29628695 Clermont AMA Group, LLC
C/O Universal Properties Management, 7171 SW 62ND
AVENUE #503
Miami
FL
33143
29776905 ClickCO, Inc.
639 W. Enterprise Rue
Clovis
CA
93619
29776906 Clif Bar & Company
1451 66 St
Emeryville
CA
94608
29776907 Clinical Study Applications, Inc.
3305 N. Delaware Street
Chandler
AZ
85225
29790682 Clipper Magazine LLC
ONE BRAND MARKETING, 3708 HEMPLAND ROAD
Mountville
PA
17554
29623093 Clovis-Herndon Center II, LLC
c/o Paynter Realty & Investments Inc., 195 South C
Street, Suite 200
Tustin
CA
92780
29623094 CLPF - KSA Grocery Portfolio Woodbury, LLC
c/o Clarion Partners, 230 Park Avenue
New York City
NY
10169
29776913 CLVM, LLC (d.b.a. Valimenta Labs)
6598 Buttercup Drive unit 4
Wellington
CO
80549
29784131 Co. Exist Nutrition Corp
4552 SW 71 Avenue
Miami
FL
33155
29790683 Coalfire Systems, Inc.
361 Centennial Parkway, Suite 150
Louisville
CO
80027
29784134 Coastline Products LLC
2222 Ave of Stars #702E
Los Angeles
CA
90067
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 14 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 196 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623095 Cobal Garage Inc.
225 Gordons Corner Road, Suite 1B
Englishtown
NJ
07726
29784136 Cobalt Properties of Nashville, TN, LLC
c/o Divaris Property Mgmt Corp. Agent, 4525 Main
Street, Suite 900
Virginia Beach
VA
23462
29623096 Coconut Point Town Center LLC
225 West Washington Street
Indianapolis
IN
46204
29623097 Collin Creek Associates, LLC
c/o Fidelis Realty Partners DFW LLC, 8140 Walnut Lane,
Suite 400
Dallas
TX
75231
29623098 Colonel Sun LLC
3718 N 36th St.
Tacoma
WA
98407
29623099 Colonial and Herndon LLC
1605 W. Fairbanks Ave
Winter Park
FL
32789
29784142 ColonialWebb
2820 Ackley Avenue
Richmond
VA
23228
30345326
ColonialWebb Contractors Company, a division of
Comfort Systems USA
2820 Ackley Avenue
Richmond
VA
23228
29623100 COLUMBIA- BBB WESTCHESTER
12568 N. Kendall Drive
Miami
FL
33186
29648934 Columbia Crossing I LLC
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29776918 Columbus Consulting International, LLC
4200 Regent Street, Suite 200
Columbus
OH
43219
29776919
Columbus Management Systems, Inc. d/b/a CDL Last
Mile Solutions
132 West 24th Street
New York
NY
10011
29776922 Comcast Cable Communications Management, LLC
PO Box 8587
Philadelphia
PA
19101
29776923 Command Global, LLC
8840 W. Russell Rd. #245
Las Vegas
NV
89148
29648935 Commerce Limited Partnership #9005
1280 West Newport Center Drive
Deerfield Beach
FL
33442
29648936 Commerce Limited Partnership #9602
1280 West Newport Center Drive
Deerfield Beach
FL
33442
29784143 Commerce Technologies, Inc.
70 N UNION ST
DELAWARE
OH
43015
29784144 Commerce Technologies, LLC
1280 W. NEWPORT CENTER DR.
DEERFIELD BEACH
FL
33442
29784145 Commission Junction
MMS USA HOLDINGS f/b/o Commission Junct., PO BOX
735538
Dallas
TX
75373-5538
29784146 Commission Junction, Inc.
530 East Montecito Street
Santa Barbara
CA
93103
29784149 Compass Group USA, Inc.
5000 Hopyard Road, Suite 322
Pleasanton
CA
94588
29784150 Compound Solutions, Inc.
1930 Palomar Point Way, Suite 105
Carlsbad
CA
92008
29628726 ComPsych Corporation
455 N. CITYFRONT PLAZA DR. , NBC TOWER-13TH
FLOOR
CHICAGO
IL
60611
29627833 Comvita USA Inc.
506 Chapala Street
Santa Barbara
CA
93101
29776926 Connolly, a division of Cotiviti, LLC
50 Danbury Road
Wilton
CT
06897-
29776565 Conscious Food LTD
Unit 3B, Clapham North Art Centre, 26-32 Voltaire Road
London
SW4 6DH
United Kingdom
29776927 Consumer Insights Inc. d/b/a Emcity
5455 Corporate Drive, Suite 120
Troy
MI
48098
29776927 Consumer Insights Inc. d/b/a Emicity
5455 Corporate Drive, Suite 120
Troy
MI
48098
29776928 ConsumerLab.com, LLC
333 Mamaroneck Avenue
White Plains
NY
10605
29776930 Continental Vitamin Company, Inc.
4510 S. Boyle Ave.
Vernon
CA
90058
29776931 Contract Flooring, LLC
600 Wharton Drive, SW
Atlanta
GA
30336
29604353 Controlled Labs
180 South Broadway Suite 206
White Plains
NY
10605
29776933 Convertro, Inc.
4712 Admiralty Way, #795
Marina del Rey
CA
90292
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 15 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 197 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29783709 CoolWhey Inc.
5416 Vanden Abeele
Montreal
QC
H4SIP9
Canada
29776936 Copeland Cargo Solutions
PO Box 102071
Pasadena
CA
91189-2071
29785799 COPPERTREE STAFFING LLC
60 Turnstone Court
Stafford
VA
22556
29648938 Copperwood Village L.P.
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29785801 Coral LLC
38 Diamondback wy
Carson City
NV
89706
29785802 Corben and Clay Company
1937 N Interstate 35 #100
New Braunfels
TX
78130
29785804 CORE Nutrition, LLC
1222 E Grand Ave Suite 102
El Segundo
CA
90245
29648940 Coremark St. Cloud, LLC
392 Main Street
Wyckoff
NJ
07481
29785807 Cornerstone Research & Development, Inc.
900 South Depot Dr.
Ogden
UT
84404
29785808
Cornerstone Research & Development, Inc., dba
Capstone Nutrition
900 South Depot Dr.
Ogden
UT
84404
29604336 Coromega
2525 Commerce Way , B
VISTA
CA
92081
29648941 Coronado Center LLC
110 N. Wacker Dr.
Chicago
IL
60606
29790690
Corporacion SDCR Costa Rica Sociedad De
Responsabilidad Limitada
San Jose-Goicichea calle Blancos, del edificio del Segundo
circuito judicial de San Jose, cien metros oeste, cien
metros norte, cien metros este, Edificio Gessa
San Jose
10803
Costa Rica
29628743 Corporate Health Education Solutions LLC
27941 Avenida Armijo
Laguna Niguel
CA
92677
29790691 CorrJensen
1525 RALEIGH ST. , 500, Donny DiFazio DENVER
CO
80204
29776941 Corr-Jensen, Inc.
221 S. Cherokee Street
Denver
CO
80223
29648942 Cortlandt Manor Equities LLC
244 West 39th St., 4th Floor
New York City
NY
10018
29900451 CorVel Enterprise Comp, Inc.
CorVel Corporation, Attn: Cathy Clansen, 1920 Main
Street, Suite 900
Irvine
CA
92614
29648943 Cosmonaut Holdings, LLC
365 W. Taft-Vineland Rd, Suite 105
Orlando
FL
32824
29776946 Cosmorganic Inc
60 Broad Street Ste 3502
New York
NY
10004
29790694 Cotapaxi Custom Design and Manufacturing LLC
466 Kinderkamack Rd. , B , Carl
Cetera
Oradell
NJ
07649-
29784156 Country Life, LLC.
180 Vanderbilt Motor Pkwy
Hauppauge
NY
11788
29604410 Covalent Medical, LLC
7501 Greenway Center Drive, #300
Greenbelt
MD
20770
29648944 CP Pembrok Pines, LLC
c/o Select Strategies Brokerage - FL Division LLC, 708
East Colonial Drive, Suite 203
Orlando
FL
32803
29623101 CPK Union LLC
1089 Little Britain Road
New Windsor
NY
12553
29784164 CPS/Comtech, Inc.
22 Trails End Court
Westfield
NJ
07090-
29623102 CPT Settlers Market, LLC
c/o Madison Marquette Real Estate Services LLC, 1615
South Congress Avenue, Suite 103
Delray Beach
FL
33445
29623103 CPYR SHOPPING CENTER, LLC
c/o JBG SMITH Properties, 4747 Bethesda Avenue, Suite
200
Bethesda
MD
20814
29623104 CR Oakland Plaza LLC
c/o Continental Realty Corporation, 1427 Clarkview
Road, Suite 500
Baltimore
MD
21209
29776951 Crave Crush LLC
535 Madison Avenue, Fl 30
New York
NY
10016
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 16 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 198 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29776952 Creative Bioscience, LLC
5239 Green Pine Drive
Salt Lake City
UT
84123
29790695 Creative Circle
470 Park Avenue South, 14th Floor
New York
NY
10016
29790696 Creative Circle, LLC
5900 Wilshire Boulevard, 11th Floor
Los Angeles
CA
90036
29776955 CredibleCravings, LLC
PO Box 18706
Irvine
CA
92623
29623105 Crescent 1000 LLC and Capital 12520 LLC
Attn: Lee & Associates Raleigh Durham, P.O. Box 33006
Raleigh
NC
27636
29784167 Crio, Inc.
1386 W. 70 S.
Lindon
UT
84042
29624171 Criteo Corp.
411 High Street
Palo Alto
CA
94301
29783748 CRITEO SA
32 rue blanche
Paris
75009
France
29784170 Crossroads Retail Solutions Inc.
22 Ashford Street
Boston
MA
02134-
29623106 Crown 181 Broadway Holdings, LLC
c/o Crown Acquisitions, 667 Madison Avenue, 12th Floor New York City
NY
10065
29623108 CS Paramount Hooper LLC
c/o Paramount Newco Realty, 1195 Rt 70, Suite 2000
Lakewood (CDP)
NJ
08701
29623109 CSIM Snellville Operator LLC
c/o CenterSquare Investment Management LLC, 161
Washington Street, 7th Floor
Conshohocken
PA
19428
29623110 CTO23 Rockwall LLC
c/o CTO Realty Growth iNC., 1140 Williamson Blvd., Suite
140
Daytona Beach
FL
32114
29623111 CTO24 Millenia LLC
c/o CTO Realty Growth Inc., 1140 Williamson Blvd., Suite
140
Daytona Beach
FL
32114
29627883 CTRL Holdings, LLC
42 Madison Avenue, 31st Floor
New York
NY
10010
29776959 Cueniverse, LLC
50-17 48th St.
Woodside
NY
11377
29630209 Curtis Power Solutions LLC
3915 BENSON AVE
Baltimore
MD
21227
29776961 Curv Group, LLC dba KeySmart
860 Bonnie Ln
Elk Grove Village
IL
60007
29776962 Custom Eco Friendly
260 Madison Avenue Suite 8081
New York
NY
10016
29776519
Custom Leather Canada Limited & Grizzly Fitness
Accessories
460 Bingemans Centre Drive
Kitchener
ON
N2B 3X9
Canada
29648945 Cypress Woods Associates LLC
8441 Cooper Creek Blvd
Bradenton
FL
34207
29776964 CytoSport, Inc.
4795 Industrial Way
Benicia
CA
94510
29776966 Daiwa Health Development
1411 West 190th Street, Suite 375
Gardena
CA
90248
29648946 Dakota Crossing One, LLC and Dakota Crossing Two, LLC 888 S. Figueroa Street, Suite 1900
Los Angeles
CA
90017
29776520 DAMIVA INC.
55 Avenue Road, Suite #2400
Toronto
ON
M5R 3L2
Canada
29627825 DAS LABS LLC
313 South 740 East #3
American Fork
UT
84003
29648947 Davenport One, LLC and Davenport Two, LLC
4685 MacArthur Court, Suite 375
Newport Beach
CA
92660
29784182 David Kirsch Wellness Co.
210 Fifth Avenue, 7th Floor
New York
NY
10010
29784185 Davinci Laboratories of Vermont
20 New England Drive
Essex Jct
VT
05452-
29776560 Dawaai Private Limited
Suite 1216, Caesars Tower, Main Shahra-e-Faisal
Karachi
74400
Pakistan
29784187 DBG Partners, Inc.
2300 Valley View Lane, Suite 110
Irving
TX
75062
29784191 De Mert Brands Inc.
15402 N. Nebraska Ave Suite 102
Lutz
FL
33549
29648948 Delray Place, LLC
c/o Retail Property Group Inc., 101 Plaza Real South,
Suite 200
Boca Raton
FL
33432
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 17 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 199 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29648949 DEPG Stroud Associates II, L.P.
c/o Legend Management Services Inc., 1000 Fayette
Street
Conshohocken
PA
19428
29627639 Derma E
2130 Ward Ave
SIMI VALLEY
CA
93065
29648950 Derob Associates LLC
10 Rye Ridge Plaza, Suite 200
Port Chester
NY
10573
29776976 Desert Essence
10556 Combie Road PMB 6711
Auburn
CA
95602
29776978 Designer Protein
PO BOX 21469
Carlsbad
CA
92018
29776979 Destination Marketing
6808 220th St SW, Suite 300
Mountainlake Terrace
WA
98043
29648951 Destiny Building LLC
1260 NW 72rd Avenue
Miami
FL
33126
29790703 Detoxify LLC
8901 E. Pima Center Parkway , Suite 215 Scottsdale
AZ
85258
29648952 Diamond Center Realty LLC
27 Holly Brook Road
Paramus
NJ
07652
29784198 Diamond Herpanacine of PA, Inc.
1518 Grove Avenue, Suite #2B
Jenkintown
PA
19046
29784199 Diane Stollenwerk
Address On File
29648953 Dicks Adventure LLC
33 Church Street
Montclair
NJ
07042
29648954 Dierbergs 5LP
16690 Swingley Ridge Road, PO Box 1070
Chesterfield
MO
63017
29784203 Digital Prophets Network LLC
56 Squaw Road
East Hampton
NY
11937
29619808 Dina Trama
Address On File
29790705 Direct Digital LLC
508 West 5th Street, Suite 140
Charlotte
NC
28202
29605412 Direct Source, Inc.
8176 Mallory Court
Chanhassen
MN
55317
29776982 DirectPath LLC
120 18th Street South
Birmingham
AL
35233
29776985 Discover Products Inc.
2500 Lake Cook Road
Riverwoods
IL
60015
29776986 Discovery Benefits, Inc.
4321 20th Avenue South
Fargo
ND
58103
29776987 Distributed Meditation Technology LLC
1435 N Dutton Ave
Santa Rosa
CA
95401
29604443 Divine Health
1908 Boothe Circle
Longwood
FL
32750
29776990 Divine Health, Inc.
1908 Boothe Circle
Longwood
FL
32750
29648955 Dixie Pointe Shopping Center, LLC
c/o Global Realty & Management FL Inc., 4125 NW 88
Avenue
Fort Lauderdale
FL
33351
29784207 DLP Construction
5935 Shiloh Road East
Alpharetta
GA
30005
29784208 DLP Construction Inc.
5935 Shiloh Road East
Alpharetta
GA
30005
29784210 DMFC Incorporated
276 Pine Avenue
Manasquan
NJ
08736-
29784211 DMS Natural Health, LLC (Just Thrive Probiotic)
810 Busse Highway
Park Ridge
IL
60068
29604303 Doctor’s Best, Inc.
197 Avenida La Pata , Suite A
San Clemente
CA
92673
29677031 Doctor's Best, Inc.
197 Avenida La Pata , Suite A
San Clemente
CA
92673
29784217 Donnelly Industries, Inc.
557 Route 23 South
Wayne
NJ
07470-
30162830 Doordash, G&C
303 2nd Street, South Tower, Suite 800
San Francisco
CA
94107
29623112 Douglasville Promenade LLC
3350 Riverwood Parkway, Suite 450
Atlanta
GA
30339
29623113 Dov & P Holding Corp.
49 Murray Hill Terrace, Lauvsnes
Nord-Trøndelag
7746
Norway
30202393 Dov & P Holding Corp.
49 Murray Hill Terrace
Marlboro
NJ
07746-
29623114 Downey Landing SPE, LLC
200 E. Carrillo Street, Suite 200
Santa Barbara
CA
93101
29628876 DP Retail Consultants
363 RUE SYLVIO MANTHA
VAUDREUIL
QC
J7V4R9
Canada
29777000 Dr. Bronner's Magic Soaps
P.O. Box 28
Escondido
CA
92033
29790710 Dr. Jacobs Naturals LLC
1178 Broadway, 5th Floor
New York
NY
10001
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 18 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 200 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777002 Dr. Theo's® Official
5257 N Via Sempreverde
Tucson
AZ
85750
29784218 Dr. Venessa's Formulas
2212 S Chickasaw Tri #170
Orlando
FL
32875
29784219 Dracula
PO BOX 205
COTTONTOWN
TN
37048
29766876 DREAMBRANDS, INC
11645 N CAVE CREEK RD
PHOENIX
AZ
85020
29784221 Drink Chia, LLC
1003 Orienta Ave.
Altamonte Springs
FL
32701
29784222 Drivepressa's Formulas
2212 S. Chickasaw Trl #170
Chando
FL
32025
29623115 DRP Market Heights Property Owner, LLC
12221 Merit Dr., Suite 1220
Dallas
TX
75251
29902158 DrVita, Inc.
6980 W. Warm Springs , 100, Josh Minnick LAS VEGAS
NV
89113
29604440 D's Naturals LLC
6125 East Kemper Road
Cincinnati
OH
45241
29783757 DSM Nutritional Products AG
Wurmisweg 576
Kaiseraugst
4303
Switzerland
29784228 DSM Nutritional Products, LLC
55 Sebethe drive, Suite 102
Cromwell
CT
06416-
29623116 DT Prado LLC
3300 Enterprise Parkway
Beachwood
OH
44122
29777003 DUDE Products, Inc
3501 N Southport #476
Chicago
IL
60657
29777004 Duke Cannon Supply Company
1000 Superior Blvd, Suite 301
Wayzata
MN
55391
29623117 Duluth Retail 4 Guys, LLC
7940 Via Dellagio Way, Suite 200
Orlando
FL
32819
29777006 dunnhumby Inc.
3825 Edwards Road, Suite 600
Cincinnati
OH
45209
29777007 Duo Wen, Inc. (dba Sparkle Collagen)
245 Saw Mill River Road, Suite 106
Hawthorne
NY
10532-1547
29790716 DuPont Nutrition Biosciences ApS
Parallelvej 16
Kongens Lyngby
DK-2800
Denmark
29777008 Dutch Honey, Inc.
2220 DUTCH GOLD DRIVE
LANCASTER
PA
17601
29777009 Dyla LLC
222 Broadway 19th Floor
New York
NY
10038
29777010 Dymatize Enterprises, Inc.
13737 N Stemmons Frwy
Farmers Branch
TX
75234
29790717 Dynamic Health Laboratories, Inc.
110 Bridge Street, Floor 2
Brooklyn
NY
11201
29777012 Dynata, LLC
4 Research Drive, Suite 300
Shelton
CT
06484-
29790718 E & F Sales, LLC
5889 Whitmore Lake Road, Suite C
Brighton
MI
48116
29790719 Eagle Labs, Inc.
5000 Park Street North
St. Petersburg
FL
33709
29623118 Eagle Matrix LLLP
4446-1A Hendricks Ave., PMB#377
Jacksonville
FL
32207
29627711 Earth Mama Angel Baby
9866 SE Empire Ct
Clackamas
OR
97015
29784235 Earth Science Naturals
6383 Rose Lane, Suite B
Carpinteria
CA
93013
29784236 Earthrise Nutritionals LLC
2151 Michelson Drive, Suite 258
Irvine
CA
92612
29784237 Earth's Care Natural Products, Inc.
7015 Marcelle Street
Paramount
CA
90723
29623119 East Broadway Tucson Co. LLC
c/o Benenson Capital Partners LLC, 155 East 44th Street,
27th Floor
New York City
NY
10017
29623120 East End Associates LLC
277 Park Ave.
New York City
NY
10017
29623121 East Hampton NY Enterprises LLC
P.O. Box 620712
New York City
NY
11362
29648956 Easton Market SC, LLC
814 Commerce Drive, Suite 300
Oak Brook
IL
60523
29648957 EastWing, LLC
733 Struck Street, Unit#44624
Madison (town)
WI
53744
29716088 Easyvista
3 Columbus Circle, 15th Floor, Suite 1532
New York
NY
10019
29628892 EasyVista Inc.
3 Columbus Circle, 15th Floor, Suite 1532
New York
NY
10019
29777014 Eat Me Guilt Free 2 Corp
4600 SW 71st Ave
Miami
FL
33155
29648958 Eatontown Plaza LLC
523 Michigan Ave.
Miami Beach
FL
33139
29777016 EB Brands
4 Executive Plaza
Yonkers
NY
10701
29790723 Echo Global Logistics
600 W. Chicago Ave., Suite 725
Chicago
IL
60654
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 19 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 201 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777019 Eclectic Institute Inc
36350 SE Industrial Way
Sandy
OR
97055
29648959 Eclipse Real Estate LLC
601 Union Street, Suite 2300
Seattle
WA
98101
29777021 Eco Lips
329 10th Ave SE
Cedar Rapids
IA
52401
29777022 Eco Vessel
5485 Conestoga Court Suite 100
Boulder
CO
80301
29776521 Ecotrend Ecologics Ltd.
125 West 3rd Avenue
Vancouver
BC
V5Y 1E6
Canada
29777024 Ecova, Inc.
1313 14 Atlantic, Nt 4500
Spokane
WA
99201
29777025 Edge Realty Partners Austin LLC
515 Congress Avenue, Suite 2325
Austin
TX
78701
29648960 Edgewood Retail, LLC
c/o North American Development Group, 360 South
Rosemary Avenue, Suite 400
West Palm Beach
FL
33401
29648961 EGATE-95, LLC
8441 Cooper Creek Blvd.
Bradenton
FL
34201
29784248 Egg Whites International, LLC
630 W. Freedom Ave
Orange
CA
92865
29776558 Egmont Honey Limited
21 Connett Road West, Bell Block
New Plymouth
4312
New Zealand
29784250 Egyptian Magic Distribution LLC
3101 Clifton Ave.
Cincinnati
OH
45220
29784251 Eight IP LLC
860 Johnson Ferry Road, Suite 140156
Atlanta
GA
30342
29648962 Eighteen Associates LLC
32 Court Street
Brooklyn
NY
11201
29648963 EJT II, LLC
c/o The Shopping Center Group LLC, 300 Galleria Pkwy,
12th Floor
Atlanta
GA
30339
29777026 Elder-Jones General Contractor
1120 East 80th Street, Suite # 211
Bloomington
MN
55420
29648964 Eldersburg Sustainable Redevelopment LLC
Black Oak Associates, 1 West Pennsylvania Ave., Ste. 975 Towson
MD
21204
29777028 Elemental Herbs Inc.
PO Box 203
Morro Bay
CA
93443
29777029 Elements Brands, LLC DBA Natural Dog Company
4444 South Blvd
Charlotte
NC
28209
29628909 Elite Entertainment
2 Hartford Drive Suite 106
Tinton Falls
NJ
07701-
29777031 Ellen Hartleb
Address On File
29790729 Elsevier B.V.
Radarweg 29
Amsterdam
1043 NX
The Netherlands
29604484 Elyptol Inc.
2500 Broadway, Suite F-125
Santa Monica
CA
90404
29777035 Emerge Technologies, Inc.
1431 Greenway Drive, Suite 800
Irving
TX
75038
29651322 Emerson Healthcare
Lock Box # 510782, 701 Market Street 199 3490
Philadelphia
PA
19175-0782
29792698 Emerson Healthcare, LLC
Lock Box # 510782, 701 Market Street 199 3490
Philadelphia
PA
19175-0782
29784257 Emicity d/b/a Consumer Insights Inc.
5455 Corporate Drive, Suite 120
Troy
MI
48098
29784258 Empire Today
2107 East Magnolia Street
Phoenix
AZ
85034
29648965 Emporium Shoppes L.L.C.
2924 Davie Road, Suite 202
Fort Lauderdale
FL
33314
29784262 Endangered Species Chocolate LLC
5846 W. 73rd St
Indianapolis
IN
46278
29784263 ENGIE Insight Services Inc dba ENGIE Impact
1313 N Atlantic Street Suite 5000
Spokane
WA
99201
29784264 Engineered Sports Technology (EST)
3839 Old Winter Garden Rd. Ste 1518
Orlando
FL
32805
29784265 EN-R-G FOODS, LLC
PO BOX 771162
Steamboat
CO
80477
29628920 Entrepreneur Media, Inc.
18061 FITCH
Irvine
CA
92614
29777037 Enviro Mechanical Technologies
33-35 Sebago Street
Clifton
NJ
07013-
29777037 Enviro Mechanical Technologies
83 Chamberlain Ave.
Elmwood Park
NJ
07407-
29777039 Enviro Mechanical Technologies USA LLC
33-35 Sebago Street
Clifton
NJ
07013-
29776522 Enyotics Health Sciences Inc.
6-295 Queen Street East Suite 289
Brampton
ON
L6W 456
Canada
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 20 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 202 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777040 Enzymedica Inc.
771 Commerce Dr
Venice
FL
34292
29777041 Epic Dental LLC
4735 South Cherry Street
Murray
UT
84123
29776523 Epicor Retail Solutions Corporation
2800 Trans-Canada Highway
Pointe-Claire
QC
H9R 1B1
Canada
29648966 Epps Bridge Centre Property Company, LLC
6445 Powers Ferry Road, Suite 120
Atlanta
GA
30339
29777047 Erbaviva
19831 Nordhoff Place #116
Chatsworth
CA
91311
29623122 ERG Realty LLC
6 State Street
Canaman
ME
04402
29627397 Ernst & Young LLP
99 Wood Avenue South, Metropark, P.O. Box 751
Iselin
NJ
08830-0471
29784271 Erom Inc.
14630 Industry Gr
La Mirada
CA
90638
29784272 Escali, Corp.
3203 Corporate Center Drive, Suite 150
Burnsville
MN
55306
29784273 ESPN
500 South Buena Vista Street
Burbank
CA
91521
29790735 Essentia Water LLC
27833 Bothell-Everett Hwy, Suite 220
Bothell
WA
98021
29792701 Essential Formulas Incorporated
1861 Valley View Lane Ste 180
Farmers Branch
TX
75234
29784276 Essential Living Foods Inc.
3550 Hayden Avenue
Culver City
CA
90232
29784277 Essential Source, Inc.
625 W. Deer Valley Rd. , 103-152
Phoenix
AZ
85027
29784278 ETB North America, LLC
200 S. College Street Suite 1530
Charlotte
NC
28202
29784279 Eternal Beverages Inc
2950 Buskirk Ave # 312
Walnut Creek
CA
94597
29776524 Ethoca Limited
100 SHEPPARD AVE EAST, SUITE 605
NORTH YORK
ON
M2N6N5
Canada
29784280 Etkin Executive Search Group
273 MERRICK ROAD
Lynbrook
NY
11563
29784281 EUROCHOC AMERICAS CORPORATION
4325 INDECO COURT
CINCINNATI
OH
45241
29777048 Europa Sports Products LLC
11401 Granite Street
Charlotte
NC
28273
29777049 Europa Sports Products, Inc.
11401-H Granite Street
Charlotte
NC
28273
29777050 EuroPharma Inc.
955 Challenger Drive
Green Bay
WI
54311
29623124 Eustis Covenant Group LLC
2460 Paseo Verde Parkway, Suite 145
Henderson
NV
89074
29777052 Evalar, Inc.
7900 Glades Road Suite 425
Boca Raton
FL
33434
29623125 EVJA & Associates (Columbia) LLC
1620 Scott Avenue
Charlotte
NC
28203
29777054 Evolution Salt Co
11212 Metric Blvd, Ste 100
Austin
TX
78758
29777055 Evolved Group, LLC, d/b/a Buy Box Experts
10808 South River Front Parkway, Suite 3053
South Jordan
UT
84095
29623126 EW Mansell, LLC and East West Commons Investors, LLC
c/o Colliers International Management - Atlanta LLC,
1230 Peachtree Street NE Atlanta, Suite 800
Atlanta
GA
30309
29777058 Exclusive Supplements Inc.
3000 Casteel Dr
Coraopolis
PA
15108
29784283 EXIGIS, LLC
589 8th Ave, Floor 8
New York
NY
10018
29784284 Experian Marketing Solutions, LLC
53 State Street Ste 20
Boston
MA
02109-
29784286 Expicient Inc.
26, Chestnut St, Suite 1 D
Andover
MD
01810-
29784287 Express Messenger Systems, Inc dba OnTrac
2501 S. Price Rd.
Chandler
AZ
85286
29784288 Express Services, Inc.
8345 W. Thunderbird Road, Suite B-107
Peoria
AZ
85381
29784289 EyeScience Labs, LLC
493 Village Park Drive
Powell
OH
43065
29623127 FAAR Properties LLC
100 Garvies Point Road, Unit 1037
Glen Cove
NY
11542
29784291 FABIA, LLC
P.O. Box 2233
Valparaiso
IN
46384
29784292 FABWA, LLC
P.O. Box 2233
Valparaiso
IN
46384
29784293 Facebook
15161 COLLECTIONS CENTER DRIVE
Chicago
IL
60693
29777059 Factor Nutrition Labs LLC
100 Commercial St. Suite 200
Portland
ME
04101-
29777060 Fahrenheit IT
10375 PARK MEADOWS DRIVE, SUITE 475
Littleton
CO
80124
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 21 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 203 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623128 Fairway Equity Partners, LLC
c/o Fairway Union, 12818 Lott Ave.
Houston
TX
77089
29777065 Fairy Tales Hair Care, Inc.
4 Just Road
Fairfield
NJ
07004-
29623129 Falcon Landing LLC
5839 Via Verona View
Colorado Springs
CO
80919
29902166 Fastenal Industrial & Construction Supplies
2001 Theurer Blvd., Attn: Legal
Winona
MN
55987
29777068 Fastly, Inc.
P.O. Box 78266
San Francisco
CA
94107
29623130 FC Rancho, LLC
C/O: Milan Capital Management Inc., 701 S. Parker
Street, Suite 5200
Orange
CA
92868
29623131 Feasterville Realty Associates, LP
c/o Abrams Realty & Development, 310 Yorktown Plaza
Elkins Park
PA
19027
29784302
Federal Express Corporation, FedEx Ground Package
System, Inc., and FedEx Freight, Inc.
CORPORATE ACCTS. RECEIVABLE , 333 EAST LEMON ST,
PO BOX 95001
Lakeland
FL
33804-5001
29784298 Federal Heath Sign Company, LLC
1806 Rochester Industrial Dr.
Rochester Hills
MI
48309
29648967 Federal Realty OP LP
909 Rose Avenue, Suite #200
Rockville
MD
20852
29648968
Federal Way Crossings Owner, LLC and Trimark FWC
Owner, LLC
10655 NE 4th Street, Suite 700
Bellevue
WA
98004
29649852 FedEx
CORPORATE ACCTS. RECEIVABLE , 333 EAST LEMON ST,
PO BOX 95001
Lakeland
FL
33804-5001
29648969 Felix Center On Kirby Ltd.
1800 St. James Place, Suite 300
Houston
TX
77056
29784304 Ferrara & Company
301 College Road East
Princeton
NJ
08540-
29784305 Ferro's Restaurant, LLC
145 East 50th Street
New York
NY
10022
29648970 Festival of Hyannis LLC
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29648971 Festival Properties, Inc.
1215 Gessner Road
Houston
TX
77055
29790748 Fetch for Cool Pets LLC
115 Kennedy Drive
Sayreville
NJ
08872-
29648972 Fifth & Alton (Edens) LLC
1221 Main Street, Suite 1000
Columbia
SC
29201
29648972 Fifth & Alton (Edens) LLC
500 East Broward Boulevard, Suite 1620
Fort Lauderdale
FL
33301
29648973
Fifty144 Oak View Partners, LLC and Crescent Partners,
LLC
Oak View Hollow c/o The Lund Company, 450 Regency
Parkway, Suite 200
Omaha
NE
68114
29777077 Fina Bueno, Inc. dba healthy hoohoo
70 SW Century Drive Suite 100-289
Bend
OR
97702
29777078 Financial Recovery Services, LLC
80 Wesley Street
South Hackensack
NJ
07606-
29777079 Financial Software Innovations, Inc.
3102 Bee Caves Road, Suite 200
Austin
TX
78746
29648974
First Amendment & Restatement of the Massimo Musa
Revokable Trust 2021 Gunbarrel Road, Chattanooga TN
4800 No Federal Highway, Suite 201B
Boca Raton
FL
33431
29792353 FIRST CC (WEST WENDOVER) LLC
801 East Morehead Street, Suite 301
Charlotte
NC
28202
29784312 First Endurance
PO Box 71661
Salt Lake City
UT
84171
29777082 Fit Butters LLC
11526 Brayburn Trail
Dayton
MN
55369
29776525 Fit Foods Distribution Inc.
PO Box 43, STN MAIN
Port Coquitlam
BC
V3C 3V5
Canada
29792628 Fit Products, LLC
1606 Camerbur Drive
ORLANDO
FL
32805
29777084 fitlosophy, inc.
260 Newport Center Drive, Suite 100
Newport Beach
CA
92660
29777085 FITzee Foods Inc.
PO Box 515381, #75732
Los Angeles
CA
90051-6681
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 22 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 204 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777087 Five Star Organics LLC
2925 Adeline Street
Oakland
CA
94608
29790755 Flatworld Solutions Inc.
Princeton Forrestal Village, 116 Village Blvd, Suite, 200
Princeton
NJ
08540-
29777089 FlexPower, Inc
823 Gilman St
Berkeley
CA
94710
29777091 Flora, Inc.
805 E. Badger Rd.
Lynden
WA
98264
29784318 Florida Bottling Inc.
1035 NW 21st Terrace
Miami
FL
33127
29648975 Florida Investments 8 LLC
c/o One Global Property Management LLC, 900 North
Federal Highway, Suite 300
Hallandale Beach
FL
33009
29648976 Florida Investments 9 LLC
c/o One Global Property Management LLC, 900 North
Federal Highway, Suite 300
Hallandale Beach
FL
33009
29784321 FLUROWATER INC.
44 WALL STREET, 12th FLOOR
NEW YORK
NY
10005
29648977 FLW 101, LLC
1001 B. Avenue, Suite 301
Coronado
CA
92118
29784323 Focus Nutrition LLC
96 N 1800 W #11
Lindon
UT
84042
29623132 FOF II Alamance Property Owner, LLC
c/o Foundry Commercial LLC, 420 S. Orange Ave., Suite
400
Orlando
FL
32801
29784326 Food for Health International
825 E 800 N
Orem
UT
84097
29784327 FoodScience Corp
20 New England Drive
Essex Junction
VT
05452-
29784328 FoodState Inc.
380 & 390 Harvey Rd
Manchester
NH
03103-
29623133 Foothills Shopping Center, LLC
c/o Capital Asset Management, 2701 E. Camelback Rd.,
Ste. 170
Phoenix
AZ
85016
29623134 Fordham Retail Associates, LLC
999 Waterside Drive, Suite 2300
Norfolk
VA
23510
29792580 FOREMAN PRO CLEANING, LLC
101 Production Drive, Suite 100-b
Yorktown
VA
23693
29777095 Formulife, Inc DBA. Purus Labs, Inc.
11370 Pagemill Rd
Dallas
TX
75243
29605519 Fortna Inc.
333 Buttonwood Street
West Reading
PA
19611
29650349 Fortra LLC
333 Buttonwood Street
West Reading
PA
19611
29777100 Forward Foods LLC
2310 S. Carson St #6
Carson City
NV
89701
29623135 Fountain Property LLC
20814 Gartel Drive
Walnut
CA
91789
29604439 Four Sigma Foods, Inc.
2711 Centerville Road PMB #7988 , 120
Wilmington
DE
19808-1645
29623136 Fowler Investment Company LLC
2805 W. Horatio St. # Office
Tampa
FL
33609
29623137 FR Grossmont, LLC
c/o Federal Realty Investment Trust, 909 Rose Avenue,
Suite 200
Rockville
MD
20852
29628994 Franklin Covey Client Sales, Inc.
2200 West Parkway Boulevard
Salt Lake City
UT
84119
29784340 Freeman Expositions, Inc.
1600 Viceroy Drive, Suite 100
Dallas
TX
75235
29784342 French Transit, Ltd.
398 Beach Road
Burlingame
CA
94010
29623138 Frontier Bel Air LLC
c/o Geneva Management LLC, 2950 SW 27th Avenue,
Suite 300
Miami
FL
33133
29623139 Frontier Dania LLC
c/o Geneva Management LLC, 2950 SW 27th Avenue,
Suite 300
Miami
FL
33133
29623140 Frontier Dover LLC
c/o Geneva Management LLC, 2950 SW 27th Avenue,
Suite 300
Miami
FL
33133
29790763 Frontier Essentials, LLC
3021 78th Street, PO Box 299
Norway
IA
52318
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 23 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 205 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29648978 Frontier Kissimmee LLC
c/o Geneva Management LLC, 2950 SW 27th Avenue,
Suite 300
Miami
FL
33133
29651082 Frontier Osceola LLC
c/o Geneva Management LLC, 2950 SW 27th Avenue,
Suite 300
Miami
FL
33133
29777109 FULL CORE LLC
1015 Atlantic Blvd #296
Atlantic Beach
FL
32233
29900892 Fungi Perfecti LLC
PO Box 7634
Olympia
WA
98507
29648979 Funhouse Plaza LLC
291 South Broadway
Salem
NH
03079
29777112 Fuse Networks
12628 INTERURBAN AVE S, SUITE 100
Seattle
WA
98168
29777113 Fuse Networks, LLC
7100 FORT DENT WAY, SUITE 140
TUKWILA
WA
98188
29784343 Futurebiotics LLC
70 Commerce Drive
Hauppauge
NY
11788
29648980 G&I X CenterPoint LLC
c/o Pine Tree Commercial Realty LLC, 814 Commerce
Drive, Suite 300
Oak Brook
IL
60523
29648981 G&T Investments LLC
P.O. Box 1559
Las Cruces
NM
88004
29784351 G4S Secure Solutions (USA) Inc.
1395 University Boulevard
Jupiter
FL
33458
29790766 Gabrielle Wolinsky
Address On File
29651371 Gaia Herbs, Inc.
Misty Worley, 184 Butler Farm Rd
Mills River
NC
28759
29648982 Gaithersburg Commons LLC
c/o Milbrook Properties, 42 Bayview Avenue
Manhasset
NY
11030
29648983 Gaitway Plaza LLC
c/o wpg, 4900 East Dublin Granville Road, 4th Floor
Westerville
OH
43081
29777114 Galam, Inc
833 W. South Boulder Road
Louisville
CO
80027
29777115 Galleria Alpha Plaza, Ltd.
2001 Preston Road
Plano
TX
75093
29648984 Gallup & Whalen Santa Maria
2105 Castleview Dr.
Turlock
CA
95382
29777117 Gamma Enterprises LLC
113 Alder Street
West Babylon
NY
11704
29790767 Garden of Life, LLC
4200 Northcorp Parkway , Suite 200 PALM BEACH GARDENS
FL
33410
29777121 Garmin USA, Inc.
1200 East 151st Street
Olathe
KS
66062
29777121 Garmin USA, Inc.
4200 Northcorp Parkway , Suite 200 PALM BEACH GARDENS
FL
33410
29648985 Gaslight Alley, LLC
12725 Ventura Boulevard, Suite A
Studio City
CA
91604
29784356 Gaspari Nutrition, Inc.
575 Prospect Street, SUITE 230
Lakewood
NJ
08701-
29648986 GC Baybrook, L.P.
788 W. Sam Houston Parkway North, Suite 206
Houston
TX
77024
30345476 GDK Nutrition LLC
109 Gainsborough Sq. Suite 204
Chesapeake
VA
23320
29784361 GE Nutrients, Inc.
19700 Fairchild Road, Suite 380
Irvine
CA
92612
29784362 GEAR NUTRACEUTICALS
41 Mill Pond Road
Jackson
NJ
08527-
29648987 Geiger JB Property, LLC
2055 South Kanner Highway
Stuart
FL
34995
29784364 GELITA USA, Inc.
2445 Port Neal Industrial Road
Sergeant Bluff
IA
51054
29776526 Genacol International Corporation Inc.
81 Gaston-DuMoulin
Blainville
QC
J7C 6B4
Canada
29784365 GENCEUTIC NATURALS
549 A Pompton Ave, Suite 208
Cedar Grove
NJ
07009-
29784366 Genesis Today, Inc.
14101 W. Hwy 290, Bldg. 1900
Austin
TX
78737
29784367 Genesys Cloud Services, Inc.
1302 El Camino Real, Suite 300
Menlo Park
CA
94025
29777125 Genesys Telecommunications Laboratories, Inc.
2001 Junipero Serra Blvd.
Daly City
CA
94014
29648988 Geneva Commons Shoppes LLC
8424 Evergreen Lane
Darien
IL
60561
29777127 GENEXA LLC
269 South Beverly Drive, Suite 510
Beverly Hills
CA
90212
29777128 GenServe, Inc.
100 Newtown Road
Plainview
NY
11803
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 24 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 206 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29776527 Genuine Health
317 Adelaide St. W. Suite 501
Toronto
ON
M5V 1P9
Canada
29777129 Genuine Health Co. Ltd
775 East Blithedale Ave #364
Mill Valley
CA
94941
29777130 George Harriss Properties, LLC
3905 Oleander Dr, Suite B
Wilmington
NC
28403
29623141 George N. Snelling
Address On File
29604361 German American Technologies
64 Sonne, Siche ave
SME10
20210+
Germany
29777134 German American Technologies dba GAT
64 Sonne, Siche ave
SME10
20210+
Germany
29777135 Get Real Nutrition, LLC
1201 U.S. Highway One, Suite 350
North Palm Beach
FL
33408
29623142 GGPA State College 1998, L.P.
500 Grant Street, Suite 2000
Pittsburgh
PA
15219
29784373 Ghost Beverages, LLC
400 N State Street
Chicago
IL
60654
29784374 GIC Engineering Inc.
11806 Race Track Road
Tampa
FL
33626
29605558 GIGLIOTTI HOLDINGS LP
11279 Perry Hwy, Ste 509
Wexford
PA
15090
29784376 GINCO International, Inc.
725 E. Cochran Street, Unit C
Simi Valley
CA
93065
29784378 Giovanni Cosmetics, Inc.
2064 E. University Drive
Rancho Dominguez
CA
90220
29623143 GKT Shoppes At Legacy Park, L.L.C.
211 N. Stadium Boulevard, Suite 201
Columbia
MO
65203
29777137 Glanbia Performance Nutrition, Inc.
3500 Lacey Road, Suite 1100
Downers Grove
IL
60515
29623144 Gleneagles Plaza, Plano TX, LLC
10250 Constellation Blvd., Suite 2850
Los Angeles
CA
90067
29623145 GLL Selection II Florida L.P.
c/o Macquarie Asset Management, 420 South Orange
Avenue, Suite 190
Orlando
FL
32801
29777142 Global Beauty Care, Inc.
1296 East 10th Street
Brooklyn
NY
11230
29777143 Global Distributors USA LLC
600 Gulf Ave
Staten Island
NY
10314
29777144 GLOBAL HEALTHCARE CORPORATION
47 CENTER AVENUE
LITTLE FALLS
NJ
07424-
29790780 Global Juices and Fruits, LLC
372 South Eagle Road, Suite 353
Eagle
ID
83616
29777146 Global Protection Corp
12 Channel St
Boston
MA
02210-
29784380 Global Source
654 N Santa Cruz Ave Suite C747
Los Gatos
CA
95030
29784381 Global Technology Systems, Inc.
550 Cochituate Road
Framingham
MA
01701-
29784384 Gnu Foods, LLC
217 East 70th Street, Unit 2446
New York
NY
10021
29784386 Go Shake International LLC
107 W. Main Street
Knoxville
TN
37902
29784387 Goddess Garden
1821 Lefthand Cir., Ste D
Longmont
CO
80501
29784388 GOFIT, LLC
12929 E. APACHE ST
TULSA
OK
74116
29784389 Gold Medal LLC
90 N. Polk Street
Eugene
OR
97402
29790781 Golden Protein
Main Road of Jeddah, Asaf District, Ashakreen Street
Jeddah, Makkah
21442
Saudi Arabia
29777147 Golden Temple of Oregon LLC
950 International Way
Springfield
OR
97477
29777148 Golden Tree Brands
225 N. Richmond Street #104
Appleton
WI
54411
29623146 Goldsboro Retail Center, LLC
c/o Frasier Consulting Group LLC, 1201 Macy Drive
Roswell
GA
30076
29790782 Goliath Labs NUTRALOID LABS
1202 Ave U , 2026
Brooklyn
NY
11229
29777151 Good Clean Love
207 W. 5th Ave.
Eugene
OR
97401
29649664 Google Inc.
c/o James C. Vanermark, 810 Seventh Avenue, Suite 500 New York
NY
10019
29649664 Google, Inc.
c/o James C. Vandermark, 810 Seventh Avenue, Suite
500
New York
NY
10019
29785636 GovDocs, Inc.
VB Box 167, PO Box 9202
Minneapolis
MN
55480
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 25 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 207 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623147 Governor's Square Company IB
2445 Belmont Ave
Youngstown
OH
44504
29623148 GP Marketplace 1750, LLC
500 North Broadway, Suite 201
Jericho
NY
11753
29623149 GP Wisconsin, L.L.C.
c/o SRS Realty, 51 Sherwood Terrace, Suite 51
Lake Bluff
IL
60044
29623150 Grand Canyon Center, LP
10850 Wilshire Boulevard, Suite 1000
Los Angeles
CA
90024
29648989 Grand Rapids Retail LLC
c/o Sartorial Properties, 3020 Palos Verdes Dr. W
Palos Verdes Peninsula
CA
90274
29785644 Grandpa Brands Company
1820 Airport Exchange Blvd.
Erlanger
KY
41018
29487091 Granite Telecommunications, LLC
100 Newport Ave Ext
Quincy
MA
02171-
29785646 Granum, Inc
600 South Brandon Street
Seattle
WA
98108
29785647 Grass Advantage, Inc.
220 Newport Center Drive, Suite 22
Newport Beach
CA
92660
29648990 Great Hills Retail Inc.
c/o Heitman LLC, 191 N. Wacker Dr., Suite 2500
Chicago
IL
60606
29604284 Green Foods Corporation
2220 Camino del Sol
Oxnard
CA
93030
29777161 Green Park Snacks, Inc.
245 Newtown Road, Suite 101
Plainview
NY
11803
29777162 Green Pharmaceuticals
591 Constitution Ave, #A
Camarillo
CA
93012
29777163 Greenlane Search Marketing, LLC
148 WELLINGTON CT.
Reading
PA
19606
29783752 Greenleaf Medical AB
Nybrogatan 59, 1tr
Stockholm
114 40
Sweden
29648991 Greenridge Shops Inc.
c/o Heitman Capital Management LLC, 191 Wacker
Drive, Suite 2500
Chicago
IL
60606
29777165 Greens Plus LLC
1140 Highland Ave., #105
Manhattan Beach
CA
90266
29651083 Greenspot Largo. LLC
c/o PM Real Estate Management Inc., 4000 South Poplar
Street
Casper
WY
82601
29777167 Greenteaspoon Inc
222 Bryant St
Palo Alto
CA
94301
29648992 Greenville Ave. Retail LP
8400 Westchester, Suite 300
Dallas
TX
75225
29784393 Greenwood Brands, LLC
4455 Genesee Street
Cheektowaga
NY
14225
29648993 Greenwood Vineyards LLC
c/o Bank of America Trust, 575 Maryville Centre Dr, Ste
511
Saint Louis
MO
63141
29792581 Gregory Poole Equipment Company
PO BOX 60457
Charlotte
NC
28260
29784396 Gregory Poole Lift Systems
PO BOX 60457
Charlotte
NC
28260
29784397 Grenade USA, LLC
815 Reservoir Ave, Ste 1A
Cranston
RI
02910-
29784398 Grenera Nutrients Inc.
1202 Gary Avenue Unit 12
Ellenton
FL
34222
29648994 GRI Brookside Shops, LLC
c/o First Washington Realty Inc., 7200 Wisconsin
Avenue, Suite 600
Bethesda
MD
20814
29784402 Ground-Based Nutrition
11412 Corley Ct.
San Diego
CA
92126
29784403 Group Nine Media, Inc.
568 Broadway, Floor 10
New York
NY
10012
29784404 Groupon, Inc.
600 W. Chicago Ave.
Chicago
IL
60654
29648995 GSR Realty, LLC
6530 4th Ave
Brooklyn
NY
11220
29777171 Güdpod Corporation
4815 E Carefree Hwy #108-184
Cave Creek
AZ
85331
29776566 Guider Global Limited
8 Devonshire Square, The Spice Building
London
EC2M 4PL
United Kingdom
29777172 GuideSpark, Inc.
1350 Willow Rd. Suite 201
Menlo Park
CA
94025
29777173 Gulf Coast Nutritionals DBA Ark Naturals
6166 Taylor Rd Ste 103
Naples
FL
34109
29777175 Gurmeet Singh
Address On File
29648996 Gurnee LM Properties, LLC
1401 S Brentwood Blvd, Suite 520
Brentwood
MO
63144
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 26 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 208 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29776528 GURU Beverage Co.
4200 St. Laurent Blvd., Suite 550
Montreal
QC
H2W 2R2
Canada
29790789 Gym Source USA LLC
DEPT 106042, PO BOX 150468
HARTFORD
CT
06115-
29648997 H.S.W. Associates Inc.
3750 Gunn Highway, Suite 308
Tampa
FL
33618
29784409 Haelssen & Lyon North America Corporation
39 West 38th Street, 11th Floor, Suite 11E
New York
NY
10018
29784410 Hain Celestial
58 South Service Road , 250
MELVILLE
NY
11747
29784413 HALEO Worldwide Inc.
4901 Morena Blvd. #810
San Diego
CA
92117
29784415 Hall Brands LLC
16285 SW 85TH Ave Suite 103
Tigard
OR
97224
29784416 HALLO WORLDWIDE
4901 Morena Blvd #810
San Diego
CA
92117
29777180 Hanan Enterprise Sales
411 Bell Street
Piscataway
NJ
08854-
29777182 Handling Systems Inc
9939 Norwalk Blvd.
Santa Fe Springs
CA
90670
29777182 HANDLING SYSTEMS, INC.
2659 E. Magnolia St
Phoenix
AZ
85034
29623152 Hankins-Kenny Ventures LLC
151 Sawgrass Corners Drive, Suite 202
Ponte Vedra Beach
FL
32082
29623153
Hanley LM Properties, LLC c/o Lenette Realty &
Investments Co.
1401 S Brentwood Blvd. Suite 520
St. Louis
MO
63144
29776571 Hanoi Kim Lien Company Limited
13 Lý Thai To, Hoan Kiem district
Hanoi
100000
Vietnam
29777188 Harmelin & Associates
525 Righters Ferry Road
Bala Cynwyd
PA
19004
29623154 Harmon Meadow Suites LLC
199 Lee Avenue, Suite 201
Brooklyn
NY
11211
29790796 Harmonic Innerprizes
PO BOX 530455
Henderson
NV
89053
29623155 Harry & Ruth Ornest Trust
3172 Abington Drive
Beverly Hills
CA
90210
29623156 Hart Miracle Marketplace
925 South Federal Hwy., Suite 700
Boca Raton
FL
33432
29623157 Hartel Properties LLC
335 E 78th St
Minneapolis
MN
55420
29784426 Harvest Trading Group
61 Accord Park Drive
Norwell
MA
02061-
29627843 HatchBeauty Products LLC
10951 Pico Blvd Suite 300
Los Angeles
CA
90064
29784428 Hatteras Press Inc.
56 Park Road
Tinton Falls
NJ
07724-
29784429 Haute Science, Inc. dba Clean Machine
6712 Frontier Lane
Tampa
FL
33625
29784430 Haven's Kitchen
109 West 17th Street
New York
NY
10011
29623158 Hawkins Point Partners, LLC
c/o Joe Holmes, 106 East 8th Avenue
Rome
GA
30161
29777194 Hays Companies
6711 Columbia Gateway Drive, Suite 450
Columbia
MD
21046
29777194 Hays Companies
BMO-88, PO BOX 1414
Minneapolis
MN
55402-1414
29623159 Hazel Dell & 78th Associates LLC
19767 SW 72nd Avenue, Suite 100
Tualatin
OR
97062
29629078 HCLARE, LLC
c/o Jim Harris, 3312 Livonia Ave.
Los Angeles
CA
90034
29783710 HD Muscle (2714523 Ontario Inc.)
5109 Harvester Rd Unit A2
Burlington
ON
L7L 5Y9
Canada
29790799 Healing Solutions LLC
4635 W. McDowell Rd , 110
PHOENIX
AZ
85035
29777198 Health Direct
16750 Hale Ave
Irvine
CA
92606
29777199 Health Matters America Inc
125 Galleria Dr. #1482
Cheektowaga
NY
14225
29777200 Health Plus Inc
13837 Magnolia Ave
Chino
CA
91710
29777201 Health Specialties Manufacturing Inc.
2465 Ash Street
Vista
CA
92081
29784431 Health Warrior Inc.
1707 Summit Avenue
Richmond
VA
23230
29784432 Healthforce, Inc.
P.O. Box 27740
Las Vegas
NV
89126
29784433 Healthland LLC
560 W. Lambert Rd. Suite B
Brea
CA
92821
29784434 Healthline Media, Inc.
275 7th Avenue, 24th Floor
New York
NY
10001
29784435 Healthsource International, Inc.
1785 Erika Way
Upland
CA
91784
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 27 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 209 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784436 Healthy and Fit
P.O. Box 781580
PHILADELPHIA
PA
19178
29784437 Healthy Healing LLC
9821 Valley View Rd
Eden Prairie
MN
55344
29604296 Healthy N' Fit Nutritionals
435 Yorktown Road
Croton-On-Hudson
NY
10520
29790801 Healthy Origins
206 West Bridge Drive, P.O. Box 442
Morgan
PA
15064
29651070 Healy Family Trust
1167 Sunset Cliffs Blvd.
San Diego
CA
92107
29790802
Hearst Magazines, a division of Hearst Communications,
Inc.
300 West 57th Street , 10th Floor
New York
NY
10019
29784443 HeartWise Incorporated
184 Clear Creek Dr. #1
Ashland
OR
97520
29777203 Hello Products LLC
363 Bloomfield Avenue, 2D
Montclair
NJ
07042-
29777204 Henry Thayer Company
PO Box 56
Westport
CT
06881-
29777205 Herb Pharm
Po box 116
Williams
OR
97544
29777207 HERBACEUTICALS INC
35 EXECUTIVE ST.
NAPA
CA
94558
29777207 Herbaceuticals, Inc.
630 Airpark Rd., Suite A
Napa
CA
94558
29777208 Herbal Answers, Inc.
PO Box 1110
Saratoga Springs
NY
12866
29777209 Herban Cowboy, LLC
PO Box 24025
Edina
MN
55424
29777210 Herbasway Laboratories, LLC
857 N. Main St. Ext. Unit 6
Wallingford
CT
06492-
29604526 Hero Brands, Inc
71 Sydney Ave
Deal
NJ
07723-
29777213 Hero Nutritional Products LLC
991 Calle Negocio
San Clemente
CA
92673
29784445 Hiball Inc.
1862 Union St.
San Francisco
CA
94123
29784447 HIGH BREW COFFEE
PO Box 1105
La Mesa
CA
91944
29651071 Highbridge Development BR LLC
2165 Technology Drive, FL 2
Schenectady
NY
12308
29790805 Highland Laboratories
110 South Garfield, PO Box 199
MT Angel
OR
97362
29651072 HIGHLANDS 501 (C) (25) INC.
c/o RREEF Management Company, 1406 Halsey Way,
Suite 110
Carrollton
TX
75007
29784454 Hillmann Consulting, LLC
1600 Route 22 East - First Floor
Union
NJ
07083-
29651073 Hilo Power Partners, LLC
18301 Von Karman Ave., Suite 850
Irvine
CA
92612
29777215 Hip Happenings, LLC
1712 N 13th Street
Boise
ID
83702
29777216 HiTech/ALR
790 Spring St
Oak View
CA
93022
29777217 HiTech/BLR 6009
790 Sarnast
Oak Views
CA
93022
29651075 HM Hillcroft Westheimer Ltd.
3810 Westheimer
Houston
TX
77027
30345481 HMRT/CSIM-Riverbend Owner LLC
c/o CenterSquare Investment Management LLC, Eight
Tower Bridge, 161 Washington Street, 7th Floor
Conshohocken
PA
19428
30345486 HMRT/CSIM-Riverbend Owner LLC
c/o M & J Wilkow Properties of North Carolina, 20 South
Clark Street, Suite 3000
Chicago
IL
60603
29776572 Hoang Anh
Address On File
29777220 Hobe' Laboratories, Inc.
6479 S. Ash Avenue
Tempe
AZ
85283
29777224 Hollender Sustainable Brands, LLC dba Sustain
212 Battery St.
Burlington
VT
05401-
29784456 Hollister Construction Services
339 Jefferson Road
Parsippany
NJ
07054-
29651076 Holmdel Commons LLC
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29623398 HomeoPet, LLC
PO Box 147
Westhampton Beach
NY
11978
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 28 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 210 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784459 Honestly pHresh Deodorant
PO Box 3755
Huntington Beach
CA
92647
29651077 Horizon Jajo, LLC
4112 Brookview Drive SE
Atlanta
GA
30339
29784461 Horizon Retail
1500 Horizon Drive
Sturtevant
WI
53177
29784464 Horseshoe LLC dba Mancakes
826 Garden Drive
Highlands Ranch
CO
80126
29627640 HPF, LLC
2001 Makefield Rd
Yardley
PA
19067
29784468 HSP EPI Acquisition, LLC dba Entertainment
1401 Crooks Road, Suite 150
Troy
MI
48084
29777225 Hub Group, Inc. d/b/a Unyson Logistics
2000 Clearwater Drive
Oak Brook
IL
60523
29777225 Hub Group, Inc. d/b/a Unyson Logistics
3050 Highland Parkway, Suite 100
Downers Grove
IL
60515
29792461 Hughes Network Systems, LLC
11717 Exploration Lane
Germantown
MD
20876
29777229 Humphreys Pharmacal, Inc.
31 East High Street
East Hampton
CT
06424-
29777231 Hungry Fish Media, LLC dba NutraClick
24 School Street, Suite 301
Boston
MA
02108-
29790808 Hunter Building Corp.
12440 Oxford Park Drive, Suite # B-101
Houston
TX
77082
29651078
Hunter's Lake, J.M. Cox, Jr., Tracy Fleenor, and John
Speropulos
Address On File
29777235 HYALOGIC, LLC
600 NO PLATTEVALLEY DR
REVERSÃOELMO
MO
14150
30162839 HYG Financial Services
300 E. John Carpenter Freeway
Irving
TX
75062-2712
29725738 HYG FINANCIAL SERVICES, INC.
5000 Riverside Dr, Suite 300 East
IRVING
TX
75039
29651079 Hylan Ross LLC
5655 Amboy Road
Staten Island
NY
10309
29784471 Hyland's, Inc.
PO BOX 61067
Los Angeles
CA
90061
29784472 Hyper Network Solutions of Florida LLC
11780 US Highway One, Suite 400N
Palm Beach Gardens
FL
33408
29784473 I Heart Foods Corp
6552 N Oxford Ave
Chicago
IL
60631
29784474 I Nutrition USA Corp
4730 South Fort Apache Road, Suite 300
Las Vegas
NV
89147
29784475 I won! nutrition
1350 Bayshore Hwy STE 665
Burlingame
CA
94010
29784477 Ibotta, Inc.
1801 California Street, Suite 400
Denver
CO
80202
29784478 ICC Shaker Inc
587 Commerce St. Suite 100
Southlake
TX
76092
29784479 Ice Chips Candy, LLC
818A 79th Ave SE
Olympia
WA
98501
29776551 Iceland Spring Inc.
GRJOTHALS 7-11
Reykjavik
130
Iceland
29737312 iCIMS
101 Crawfords Corner Rd, Suite #3-100
Holmdel
NJ
07733-
29629104 iCIMS, Inc.
101 Crawfords Corner Rd, Suite #3-100
Holmdel
NJ
07733-
29627804 ICON MEALS, INC
4681 Ohio Drive Suite 108
Frisco
TX
75035
29777236 ICU Eyewear, Inc.
1440 4 Street Suite A
Berkeley
CA
94710
29777238 IDR Marketing Partners LLC
1125 Lancaster Avenue
Berwyn
PA
19312
29777239 IDRMP Marketing Partners, LLC
1125 Lancaster Avenue
Berwyn
PA
19312
29777240 IFORCE Nutrition
2101 91st Street
North Bergen
NJ
07047-
29777241 Ignite USA
954 West Washington mc37 7th Floor
Chicago
IL
60607
29623161 III Hugs LLC
1228 E. Morehead Street, Suite 200
Charlotte
NC
28204
29777245 ILHWA NA Inc
PO Box 266
Middletown
NY
10940
29784482 IMC Associates
673 Ridgewood Road
Millburn
NJ
07041-
29784484 Immune Health Basics
3388 Mike Collins Drive
Eagan
MN
55121
29784485 Immune Tree, Inc.
2764 N 675 E
Lehi
UT
84043
29784486 Impact Nutrition LLC
58 River Street, Suite 8
Milford
CT
06460-
29784487 Implus Footcare, LLC
2001 TW Alexander Drive, Box 13925
Durham
NC
27709
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 29 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 211 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784488 Improve Commerce, Inc.
4301 Valley Blvd.
Los Angeles
CA
90032
29792464 Indeed, Inc.
6433 Champion Grandview Way, Building 1
Austin
TX
78750
29777247 Indigo Wild, LLC
3125 Wyandotte St
Kansas City
MO
64111
29623162 Indy-C-Kal, Inc.
2500 Westmont Circle
Sterling Heights
MI
48310
29777250 Inergetics, Inc. DBA Millennium Biotechnologies, Inc.
550 Broad St., Suite 1212
Newark
NJ
07102-
29777251 Infinite Labs, LLC
7208 W Sand Lake Rd. Suite 208
Orlando
FL
32819
29777252
Infinity Staffing Solutions, LLC dba Lyneer Staffing
Solutions
134 Franklin Corner Road, Suite 100
Lawrenceville
NJ
08648-
29628103 Inflow Communications, LLC.
9450 SW Gemini Dr #54242
Beaverton
OR
97008-7105
29777254 InFocus
P.O. BOX 1124
BEDFORD PARK
IL
60499
29777255 Infogroup Inc.
2 Blue Hill Plaza
Pearl River
NY
10965
29776553 Infosys Limited
Electronics City, Hosur Road
Bangalore
560100
India
29777256 Infusion Sciences
2127 Espey Ct, Ste 220
Crofton
MD
21114
29777257 Ingredion Incorporated
5 Westbrook Corporate Center
Westchester
IL
60154
29623163
Inland Commercial Real Estate Services LLC/Bldg.
#75052
Attention: Jon Spitz, 2901 Butterfield Road
Oak Brook
IL
60523
29784496 Inner Armour
1399 Blue Hills Ave
Bloomfield
CT
06002-
29784497 Innerzyme
3659 E. CREST LANE
PHOENIX
AZ
85050
29784498 Innophos Nutrition, Inc.
680 North 700 West
North Salt Lake
UT
84054
29784498 Innophos, LLC
680 North 700 West
North Salt Lake
UT
84054
29784499 INRETURN STRATEGIES, LLC
10308 Belinder RD
Leawood
KS
66206
29623164 InSite Naperville, LLC
1400 16th Street, Suite 300
Oak Brook
IL
60523
29623165 InSite Parma, LLC
1400 16th Street, Suite 300
Oak Brook
IL
60523
29784504 InSource Technology Solutions, LLC
2490 BOULEVARD OF THE GENERALS, SUITE 200
Norristown
PA
19403
29784505 Inspiration Beverage Company
7727 W. 6th Ave Unit H
Lakewood
CO
80214
29784506 Instavit US LLC
3190 Martin Rd
Walled Lake
MI
48390
29784507 Institute for the Future
124 University Avenue
Palo Alto
CA
94301
29777258 Integral Yoga Distribution Inc
2168 Woodland Church Rd
Buckingham
VA
23921
29777259 Integrity Express Logistics, LLC
4420 Cooper Road, Suite 400
Cincinnati
OH
45242
29680396 Integrity Landscaping Solutions, Inc.
11200 Leadbetter Road
Ashland
VA
23005
29777260 Integrity Retail Distribution, Inc.
15221 Canary Ave
La Mirada
CA
90638
29777261 Inteligent*Vitamin*C Inc
24W500 Maple Ave STE 107
Naperville
IL
60540
29790821 Interactive Communications International, Inc.
250 Williams Street, 5th Floor, Suite 5-2002
Atlanta
GA
30303
29777264 Interbrand
700 W. Pete Rose Way, Suite 460
Cincinnati
OH
45203
29777265 InterHealth Nutraceuticals Incorporated
5451 Industrial Way
Benicia
CA
94510
29790823 International Business Machines Corporation
1 New Orchard Road
Armonk
NY
10504
29777268 International Integrated Solutions, Ltd.
137 Commercial Street
Plainview
NY
11803
29604507 International Licensing Group Corporation
9465 Wilshire Blvd. suite 300
Beverly Hills
CA
90212
29792629 International Trade Routes
645 Wemple Road
Glenmont
NY
12077
29606644 Interstate Corporate
508 PRUDENTIAL ROAD, SUITE 100
Horsham
PA
19044
29784511 Intertek
200 Westlake Park Blvd., #400
Houston
TX
77079
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 30 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 212 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29790824 InterVision Global Inc
L14 CIC One Broadway
Cambridge
MA
02142-1147
29784513 Intrinsics, Inc. (dba NameStormers)
2201 EAST WINDSOR ROAD
Austin
TX
78703
29783737
Inversiones en Recreacion, Deporte y Salud S.A. -
BODYTECH
Cra. 20 #83-20
Bogota
110221
Colombia
29784514 INW Living Ecology
240 Crouse Dr
Corona
CA
92879
29784515 iPDG (Innomark Permanent Display Group)
3233 South Tech Blvd.
Miamisburg
OH
45342
29784516 ips All Natural LLC
11911 San Vicente Blvd., Suite 348
Los Angeles
CA
90049
30345484 IP-TL Conyers, LLC
c/o Tri-Land Developments, Inc., One East Oak Hill Drive,
Suite 302
Westmont
IL
60559
29784517 IQ Formulations LLC, DBA Metabolic Nutrition
523 Sawgrass Corporate Parkway
Sunrise
FL
33325
29623166 IREIT North Myrtle Beach Coastal North, L.L.C.
C/O Inland Commercial Real Estate Services LLC/ Bldg.
#75056, 2901 Butterfield Road
Oak Brook
IL
60523
29777269 Iron Mountain Secure Shredding, Inc.
One Federal Street
Boston
MA
02110-
29777270 Iron-Tek
180 Motor Parkway
Hauppauge
NY
11788
29777271 Irwin Naturals
5310 Beethoven St.
Los Angeles
CA
90066
29777272 ISALTIS
56 rue Paul Cazeneuve
Lyon
69008
France
29777273 Isatori Technologies, LLC
15000 West 6th Avenue, Suite 202
Golden
CO
80401
29777275 Islamic Services of America
P.O Box 521
Cedar Rapids
IA
52406
29627850 ISO International, LLC
2215 Auto Park Way
ESCONDIDO
CA
92029
29623167 ISO Venner Plaza Holdings, LLC
Suntide Commercial Realty Inc. Inc., 2550 University
Avenue West, Suite 305
Saint Paul
MN
55114
29623168 Istar, LLC
321D Lafayette Road
Hampton
NH
03842
29777279 ITO EN (North America) INC.
20 Jay Street Suite 530
Brooklyn
NY
11201
29623169 IVT Renaissance Center Durham I, LP
c/o InvenTrust Property Management LLC, 3025
Highland Parkway, Suite 350
Downers Grove
IL
60515
29623170 IYC Family LLC
2317 12th Ct. N.W.
Auburn
WA
98001
29648998 J&M Owners NY, LLC
33 East Camino Real, Unit 512
Boca Raton
FL
33432
29670046 J.B. Hunt Transport, Inc.
615 J.B. Hunt Corporate Drive
Lowell
AR
72745
29648999 J.M. Baker Properties LLC
484 Washington Street, Suite D
Monterey
CA
93940
29784528 J.R. Carlson Laboratories, Inc
600 W University
Arlington Heights
IL
60004
29784530 JaceyCakes, LLC (DBA FlapJacked)
960 W. 124th Ave., Suite 950
Westminster
CO
80234
30345365 Jack Gayton
Address On File
29777280 Jacklyn Janeksela
Address On File
29649000 JAHCO Stonebriar LLC
1717 Main Street, Suite 2600
Dallas
TX
75201
29777283 Jakemans Confectioners
114 Bay Street
Manchester
NH
03104-
29649001 Jamaica-88th Ave., LLC
c/o Peter Dilis, PO Box 280-275
Brooklyn
NY
11228
29649002 James H. Batmasian
Address On File
29777288 Japan Health Products, Inc.
P.O. Box 472
Tryon
NC
28782
29604331 Jarrow Formulas
1824 South Robertson Blvd
Los Angeles
CA
90035
29777290 Javazen
4505 Campus Drive
College Park
MD
20742
29777291 Jay Robb Enterprises, Inc
6339 Paseo Del Lago
Carlsbad
CA
92011
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 31 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 213 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649003 JBL Humblewood Center, LLC
c/o JBL Asset Management LLC, 2028 Harrison Street,
Suite 202
Hollywood
FL
33020
29784534 JD Beauty Group
5 Adams Avenue
Hauppauge
NY
11788
29629164 JDA Software, Inc.
15059 N. Scottsdale Road, Suite 400
Scottsdale
AZ
75320-2621
29619739 Jeff Van Orden
Address On File
29649004 Jefferson Shrewsbury Limited Partnership
Heller Property Management, 625 Mount Auburn Street,
Suite 210
Cambridge
MA
02138
29784537 Jeffrey James, LLC
1627 Sunset Ave. SW
Seattle
WA
98116
29649005 Jemal's Daily Vitamin LLC
33 Larchwood Avenue
Oakhurst
NJ
07755
29784542 JHS Natural Products Inc.
1025 Conger St #6
Eugene
OR
97402
29620041 Jim Abbatemarco
Address On File
29784543 Jindilli Beverages LLC
8100 S Madison Street
Burr Ridge
IL
60527
29649006 JJS Champaign Inv LLC
1370 School House Road
Santa Barbara
CA
93108
29649007 JKE Property, LLC
294 Paxton Way
Glastonbury
CT
06033
29649008 JMP Marlboro Retail Unit 2, LLC
c/o Silbert Realty & Mgmt. Co. Inc., 152 Liberty Corner
Road, Suite 203
Warren Township
NJ
07059
29777298 JMS Technical Solutions
7600 JERICHO TPKE, SUITE 200
Woodbury
NY
11797
29777300 Joe Reizer
Address On File
29784545 John's Lone Star Distribution Inc.
922 Hempstead Turnpike, Suite # 2
Franklin Square
NY
11010
29649009 Joseph Urbana Investments, LLC
5001 N University Street
Peoria
IL
61615
29623171 Joule Gilroy Crossing Owner, LLC
c/o Raider Hill Advisors LLC, 757 Third Avenue, 15th
Floor
New York City
NY
10017
29623172 JP Associates LLC
9 Hastings Road
Holmdel Township
NJ
07733
29784552 JTM Foods LLC
2126 East 33 St.
Erie
PA
16502
29623173 Jubilee Limited Partnership
4300 E. Fifth Ave.
Columbus
OH
43219
29623174 Jubilee--Coolsprings LLC
1800 Moler Road
Columbus
OH
43207
29784556 Juicero, Inc.
2001 Bryant Street
San Francisco
CA
94110
29777303 JUKI INC
99 Industrial DR
Northampton
MA
01060-
29715532 Jumpmind, Inc.
8999 Gemini Parkway, Suite 100
Columbus
OH
43240
29777305 Just C Inc.
7700 Irvine Center Dr.
Irvine
CA
92618
29623175 JWT LLC
c/o Azose Commercial Properties, 8451 SE 68th Street,
Suite 200
Mercer Island
WA
98040
29777307 Kaged Muscle
101 Main St. Suite 360
HUNTINGTON BEACH
CA
92648
29601088 Kaged Muscle, LLC
101 Main St. Suite 360
Huntington Beach
CA
92648
29777309 Kaitas Group International
4083 E. Airport Drive
Ontario
CA
91761
29777310 Kaitas Group International d.b.a. Organic Evolution USA 4083 E. Airport Drive
Ontario
CA
91761
29777311 Kaizen Nutrition Inc NV
14936 S Figueroa Street
Gardena
CA
90248
29784557 Kaneka North America LLC
6161 Underwood Rd.
Pasadena
TX
77507
29784559 Kare-N-Herbs
P.O. Box 99
York Harbor
ME
03911-
29605749 Kargo Global Inc.
826 Broadway, 5th Floor
New York
NY
10003
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 32 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 214 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784560 Karma Culture, LLC
30-A Grove Street
Pittsford
NY
14534
29784561 KATE FARMS LLC
1621 Central Avenue
Cheyenne
WY
82001
29623176 Katy Freeway Properties LLC
1051 Halsey
Houston
TX
77015
29623177 KAWIPS Delaware Cuyahoga Falls, LLC
1590-D Rosecrans Ave. PMB#259
Manhattan Beach
CA
90266
29784566 KDV Wealth Management LLC
3800 American Boulevard W, Suite 100
Bloomington
MN
55431
29784567 Keeki Pure and Simple
950 Vitality Drive NW, Suite C
Comstock Park
MI
49321
29784568 KeHE Distributors LLC
1245 E, Diehl Road, Suite 200
Naperville
IL
60563
29784569 Kellogg Company
1 Kellogg Square
Battle Creek
MI
49017
29790834 Kelsey Cannon
Address On File
29777315 Kemin Foods, L.C. d/b/a Kemin Health, L.C.
600 East Court Ave.
Des Moines
IA
50309
29777316 Kemin Health, L.C.
600 E. Court Ave., Suite A
Des Moines
IA
50309-2058
29790835 Kemin Industries, Inc.
1900 Scott Avenue
Des Moines
IA
50317
29790835 Kemin Industries, Inc.
2100 Maury Street, P.O. Box 70
Des Moines
IA
50301
29790835 Kemin Industries, Inc.
600 E. Court Ave., Suite A
Des Moines
IA
50309
29790835 Kemin Industries, Inc.
601 E. Locust., Suite 203
Des Moines
IA
50309
29623178 Kendall Village Associates Ltd.
2665 South Bayshore Drive, Suite 1200
Miami
FL
33133
29784573 Kesslersales the
C/O NATURAL ORGANICS , 548 BROADHOLLOW
ROAD
Melville
NY
11747
29784574 KetoLogic, LLC
300 W Morgan Street, Suite 1510
Durham
NC
27701
29784575 Ketologie LLC
5307 E. Mockingbird Lane, 5th Floor
Dallas
TX
75206
29784576 Kettle and Fire LLC
2643 Hyde Street
San Francisco
CA
94109
29784577 Keynote Systems, Inc.
777 Mariners Island Blvd.
San Mateo
CA
94404
29784578 Keystone Technology Management
2221 Cabot Blvd W Ste D
Langhorne
PA
19047
29784579
Keystone Technology Management, a division of
Keystone Memory Group LLC
2221 Cabot Blvd West - Suite D
Langhorne
PA
19047
29627765 Keyview Labs, Inc.
5737 Benjamin Center Dr.
Tampa
FL
33634
29784581 Kheper Games
440 South Holgate
Seattle
WA
98134
29777325 Kilambe Coffee
5206-B Lyngate Ct
Burke
VA
22015
29777326 Kill Cliff, LLC
3715 Northside Parkway, Bldg 400 , 475
Atlanta
GA
30327
29623179 Kim Investment Partners IV, LLC
1901 Ave of the Stars, Suite 630
Los Angeles
CA
90067
29777328 Kimberly Capella
Address On File
29623180 Kimco Brownsville, L.P.
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29649010 Kimco Webster Square, LLC
500 North Broadway, Suite 201
Jericho
NY
11753
29777331 Kimmerle Newman Architects
1109 Mt. Kemble Ave.
Harding Twp
NJ
07976-
29790841 Kimmerle Newman Architects, PA
264 South Street
MORRISTOWN
NJ
07960-
29777335 kin+kind
220 E. 5th St. #2W
New York
NY
10003
29649011 Kinaia Family LLC
2500 Westmont Circle
Sterling Heights
MI
48310
29604355 KIND, LLC.
PO Box 705 - Midtown Station
New York
NY
10018
29784584 King Bio
3 Westside Drive
Asheville
NC
28806
29627729 King Fisher Media, LLC
P.O. BOX 37
Midvale
UT
84047
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 33 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 215 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649012 Kings Highway Realty Corp.
1326 Kings Highway
Brooklyn
NY
11229
29784591 Kinker Press, inc.
1681 Mountain Road
Glen Allen
VA
23060
29784592 Kinter (K International, Inc.)
3333 Oak Grove Ave
Waukegan
IL
60087
29649013 KIR Brandon 011, LLC
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29649014 KIR Smoketown Station, L.P.
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29651086 KIR Torrance, L.P.
500 North Broadway, Suite 201
Jericho
NY
11753
29777338 Kirk Palmer Associates, Inc.
500 Fifth Avenue, 53rd Floor
New York
NY
10110
29604449 Kirk's Natural LLC
1820 Airport Exchange Blvd
Erlanger
KY
41018
29649015 Kishan Enterprises LLC
300 Galleria Parkway, 12th Floor
Atlanta
GA
30339
29777341 Kiss My Face Corporation
144 Main Street P.O. Box 224
Gardiner
NY
12525
29777342 Kiss My Keto
8066 Melrose Ave, Suite 3
Los Angeles
CA
90046
29790844 Kiss Nutraceuticals, LLC
5151 Bannock Street , 8, Rob Jennison Denver
CO
80216
29777344 KITU Life, Inc.
1732 1st Ave #25614
New York
NY
10128
29649016 KK-BTC LLC
C/O The Summit Commercial Group Inc., 5839 Via
Verona View
Colorado Springs
CO
80919
29628108 Klarna Bank AB
629 N High Street, Suite 300
Columbus
OH
43215
29777346 Klassische
117 West Napa St. Site
Sonoma
CA
95476
29784595 KLDiscovery
8201 Greensboro Drive, Suite 300
McLean
VA
22102
30167734 KLDiscovery Ontrack, LLC
PO BOX 845823
DALLAS
TX
75284-5823
29784597 Klean Kanteen, Inc.
4345 Hedstrom Way
Chico
CA
95973
29649017 Kloss Organization, LLC
c/o 450 Rt 10 Ledgewood LLC, 36 Route 46, P.O. Box 197 Montville
NJ
07058
29784601 Know Brainer Foods, LLC
9960 Phillips Road
Lafayette
CO
80026
29784602 Know Brands, Inc dba Know Foods
3035 Peachtree Road NE, Ste 200
Atlanta
GA
30305
29784603 Kodiak Cakes LLC
3247 Santa Fe Rd
Park City
UT
84098
29784604 Kokoro
17731 Irvine Blvd. Suite 102
Tustin
CA
92780
29784605 KonaRed (Sandwich Isles Trading Co Inc.)
P.O Box
Kalaheo
HI
96741
29790846 Koosharem LLC dba Select Staffing
16040 Christensen Road, Suite 101
Tukwila
WA
98188
29649018 Koppe Management And Investment Co. Inc.
13826 SW 102 CT
Miami
FL
33176
29777348 Körber Supply Chain US, Inc.
Dept Ch 17044
Palatine
IL
60055-7091
29776517 Kosmea Australia Pty Ltd
71 Glen Osmond Road
EASTWOOD, South Australia
5063
Australia
29777349 Kount Inc.
917 South Lusk, 3rd Floor
Boise
ID
83706
29649019 KP Macon, LLC
2500 Daniels Bridge Rd., Bldg. 100 2nd floor
Athens
GA
30606
29783711 KPM Enterprises Inc.
1056 Saginaw Crescent
Mississauga
ON
L5H 3W5
Canada
29777351 Krave Jerky
117 W Napa Street, Suite C
Sonoma
CA
95476
29649020 KRCX Del Monte Plaza 1314, LLC
500 North Broadway, Suite 201
Jericho
NY
11753
29623181 KRCX Price REIT, LLC
500 North Broadway, Suite 201
Jericho
NY
11753
29623182 KRG Avondale McDowell, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 34 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 216 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623183 KRG Brandenton Centre Point, LLC
30 South Meridian Street, Suite 1100
Indianapolis
IN
46204
29623184 KRG Cedar Hill Pleasant Run, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
29623185 KRG Houston Sawyer Heights, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
29623186 KRG King's Grant, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
29623187 KRG Pelham Manor, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
29623188 KRG Pipeline Pointe LP
c/o Kite Realty Group, 30 South Meridian Street
Indianapolis
IN
46204
29623189 KRG Portfolio, LLC
c/o Kite Realty Group, 30 South Meridian Street, Suite
1100
Indianapolis
IN
46204
29623190 KRG Sunland, L.P.
30 South Meridian, Ste. 1100
Indianapolis
IN
46204
29784613 Kronos
900 Chelmsford Street
Lowell
MA
01851-
29630246 Kronos Incorporated
297 Billerica Road
Chelmsford
MA
01824-
29630246 Kronos Incorporated
PO BOX 743208
Atlanta
GA
30374-3208
29649021 KRT Property Holdings LLC
c/o Brixmor Property Group, 200 Ridge Pike, Suite 100
Conshohocken
PA
19428
29784618
KSF Acquisition Corp dba Slim Fast formerly Hyper
Network Solutions of Florida LLC
11780 U.S. Highway One, Suite 400N
Palm Beach Gardens
FL
33408
29777358 K-Tec Inc., dba Blendtec
1206 South 1680 West
Orem
UT
84058
29777360 Kuli Kuli, Inc.
600 Grand Ave Suite 410B
Oakland
CA
94610
29777361 KutKrew Productions
6123 Woodbine St
Ridgewood
NY
11385
29777362 KW ABSC, Inc.
18655 Bishop Avenue
Carson
CA
90746
29777363 KXP Advantage Services LLC
11777 San Vicente Blvd, Suite 747
Los Angeles
CA
90049
29777364 Kyowa Hakko USA, Inc.
600 Third Ave.
New York
NY
10016
29649022 L&D Partnership LLC
929 Kings Highway East
Fairfield
CT
06825
29777367 L.A. Aloe, LLC
80 W Sierra Madre Blvd Suite 364
Sierra Madre
CA
91024
29649023 L.P. Corporation
5613 Lessburg Pike, Suite 40
Bailey's Crossroads
VA
22041
29649024 La Gioia Two, LLC
3801 PGA Boulevard, Suite 600
Palm Beach Gardens
FL
33410
29784621 La Quinta Inn & Suites
350 Lighting Way
Secaucus
NJ
07094-
29605800 LabCorp Employer Services, Inc.
7221 Lee Deforest Drive, Suite 600
Columbia
MD
21046
29604340 LABRADA NUTRITION
333 NORTHPARK CENTRAL DRIVE
HOUSTON
TX
77073
29604379 Lafe's Natural Bodycare
8204 N. Lamar Blvd, Ste B-12
Austin
TX
78753
29649025 Laguna Gateway Phase 2 L.P.
2020 L Street, 5th Floor
Sacramento
CA
95811
29649027 Lakeland Crossing LLC
226 San Clemente
Santa Barbara
CA
93109
29790860 Lamas Beauty, Inc.
6222 Wilshire Boulevard, Suite 501
Los Angeles
CA
90048
29649028 Lane Investments
8104 E Freeport St.
Broken Arrow
OK
74014
29784631 LaneLabs - USA, Inc.
3 North Street
Waldwick
NJ
07463-
29649029 Lansing Square, LLC
30600 Northwestern Hwy., Suite 310
Farmington
MI
48334
29649030 Larkspur Real Esate Partnership I
Four Embarcadero Center, Suite 1400
Almensilla, Andalusia
41111
Spain
29649031 Larrimore Family Partnership LLC
3951 N Ocean Blvd #603
Delray Beach
FL
33483
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 35 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 217 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777371 LaserShip, Inc.
1912 Woodford Road
Vienna
VA
22182
29777372 Laura's Original Boston Brownies, Inc.
818 Vanderbilt Place
San Diego
CA
92110
29777373 Laurel Lakes, LLC
2800 Quarry LakeDrive, Suite 340
Baltimore
MD
21209
29623191 Layton Partners, LLC
Mid-America Real Estate - Wisconsin LLC, 600 N
Plankinton Avenue, Suite 301
Milwaukee
WI
53203
29623192 LBI Georgia Properties, LLC
7 Penny Lane
Woodbridge
CT
06525
29623193 LC Real Estate, LLC
6601 Centerville Business Parkway, Suite 150
Dayton
OH
45459
29777377 LDI
50 Jericho Quadrangle
Jericho
NY
11753
29777378 LDI Color Toolbox
50 Jericho Quadrangle
Jericho
NY
11753
29777378 LDI Color Toolbox LLC
50 Jericho Quadrangle
Jericho
NY
11753
29777379 Leaner Creamer, LLC
8659 Hayden Place
Culver City
CA
90232
29790866 Leap Agents
955 Shadeland Ave, Suite 4, 231 Ascot Place
Burlington
ON
L7T 2M2
Canada
29784636 Left Handed Libra LLC dba Jane Carter Solution
45 South 17th Street
East Orange
NJ
07018-
29784639 Legendary Foods, LLC
10825 Queensland St
Los Angeles
CA
90034
29784640 Legion Athletics, Inc.
1255 Cleveland St, 4th Fl
Clearwater
FL
33755
29623194 Lemmon Ave. Retail, LP
8400 Westchester, Suite 300
Dallas
TX
75225
29623195 Lennox Station Exchange, LLC
6499 E. Broad St., STE 130
Columbus
OH
43213
29627740 Lenny & Larry's, Inc.
8803 Amigo Ave
Northridge
CA
91324
29777382 Leprino Performance Brands, LLC
1830 W. 38th Avenue
Denver
CO
80211
29777383 Leslie's Organics, LLC
298 Miller Ave.
Mill Valley
CA
94941
29777384 Lesser Evil LLC
83 Newtown Rd, 2nd Floor
Danbury
CT
06810-
29777386 Levlad LLC dba Nature's Gate
9200 Mason Ave
Chatsworth
CA
91311
29777387 Levo Healthcare Consulting, Inc.
220 W 7TH AVENUE, SUITE 210
Tampa
FL
33602
29777388 Lexmark International, Inc.
740 W. New Circle Road
Lexington
KY
40511
29784651 Liberty Elevator Corporation
63 East 24th Street
Paterson
NJ
07514-
29784652 Liberty Mountain Sports, LLC
9816 S Jordan Gateway (500W)
Sandy
UT
84070
29784653 Liberty Mutual Insurance Company
175 Berkeley Street
Boston
MA
02116-
29790871 Liddell Laboratories Inc
201 Apple Blvd, PO Box 121
Woodbine
IA
51579
29783758 Lien Nguyen Thi Kim
Address On File
29784655 Life Boost, LLC
455 East Cady Street
Northville
MI
48167
29784656 LifeAID Beverage Company, INC
2833 Mission St
Santa Cruz
CA
95060
29777391 Lifefactory, Inc.
3 Harbor Drive Suite 215
Sausalito
CA
94965-1491
29777392 Lifespan International dba Xendurance
PO Box 6088
Carefree
AZ
85377
29777393 Lifetime Brands Inc. Built Division
1000 Stewart Avenue
Garden City
NY
11530
29777394 Lifeway Foods Inc.
6431 W. Oakton St.
Morton Grove
IL
60053
29790872 Lifeworks Technology Group, LLC
1412 Broadway, 7th Floor
New York
NY
10018
29627630 Lily of the Desert
1887 Geesling Rd
Denton
TX
76208
29627630 Lily of the Desert LLC
1887 Geesling Rd
Denton
TX
76208
29777398 Linden Construction South Carolina
100 Brigade Street, Suite 100
Charleston
SC
29403
29623787 LinkedIn Corporation
62228 COLLECTIONS CENTER DR.
Chicago
IL
60693-0622
29790874 Liquid OTC, LLC
PO Box 1351, 336 Wolverine Dr
Walled Lake
MI
48390
29645238 Lisa Chudnofsky
Address On File
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 36 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 218 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784657 Little Moon Essentials, LLC
2475 Lincoln Ave/PO BOX 771893
Steamboat Springs
CO
80487
29784659 Live Intent, Inc.
100 Church, Floor 7
New York
NY
10007
29784660 Liveclicker, Inc.
560 South Winchester Boulevard, Suite 500
San Jose
CA
95128
29784662 Lively Up Your Breath, LLC
4419 Cochran Street
Simi Valley
CA
93063
29784663 LivePerson, Inc.
462 Seventh Avenue, 3rd Floor
New York
NY
10018
29784664 LiveRamp, Inc.
667 Mission St, 4th Floor
San Francisco
CA
94105
29784665 Liverite Products, Inc.
15495 Redwill ave, Suite C
Tustin
CA
92780
29784666 LiveWire MC2, LLC
1747 Douglass Rd Unit C
Anaheim
CA
92806
29784667 Living Ecology Manufacturing Inc.
240 Crouse Drive
Corona
CA
92879
29784668 Living Well Innovations, Inc.
115 Engineers Rd, 2nd Floor
Hauppauge
NY
11788
29783713 Livingston International Inc.
405 The West Mall
Toronto
ON
M9C 5K7
Canada
29777402 LIVS Products
10388 W. State Road 84, Suite 106
Fort Lauderdale
FL
33324
29790877 LIVS Products, LLC
3360 Enterprise Avenue , 180, NANCY BECTON Weston
FL
33331
29623197 Lizben Enterprises, LLC
1776 West 7800 South
West Jordan
UT
84088
30202594 LMR II - Palm Pointe LLC
212 E. 3rd Street, Suite 200
Cincinnati
OH
45202
29777406 Loadsmart, Inc.
150 N Michigan Ave., 19th Floor
Chicago
IL
60601
29623198 Local Sandy IL, LLC
777 Brickell Ave., Suite 610
Miami
FL
33131
29623199 Local Westgate LLC
777 Brickell Ave., Suite 630
Miami
FL
33131
29629355 LockNet, LLC
800 John C Watts Drive
Nicholasville
KY
40356
29777410 Locus Robotics Corp
PO Box 735537
Chicago
IL
60673-5537
29777411 Logic Information Systems LLC
7760 France Avenue South, Suite 640
Bloomington
MN
55435
29777411 Logic Information Systems, Inc.
7760 France Avenue South, Suite 640
Bloomington
MN
55435
29777412 Logical Brands, Inc.
4900 Centennial Blvd.
Nashville
TN
37209
29784669 LogicSource, Inc.
20 Marshall Street
Norwalk
CT
06854-
29790881 Logile, Inc.
2600 East Southlake Boulevard, Suite 120
Southlake
TX
76092
29784671 LogMeIn, Inc.
320 Summer Street
Boston
MA
02210-
29784672 Lonchas Enterprises LLC
13135 Danielson St Ste 211
Poway
CA
92064
29784673 London Import S.A.
PO BOX 731178
DALLAS
TX
75373-1178
29784674 Lonza Consumer Health Inc.
5451 Industrial Way
Benicia
CA
94510
29776562 Lonza Ltd
Muenchensteinerstrasse 38
Basel
4002
Switzerland
29790882 Lord Jameson
Address On File
29783714 Lorna Vanderhaeghe Health Solutions, Inc.
106A 3430 Brighton Avenue
Burnaby
BC
V5A 3H4
Canada
29784676 los productos
19 W. 44th St. Suite 811
New York
NY
10036
29784677 Lotus Brands, Inc.
1100 E. Lotus Dr. Bldg #3
Silver Lake
WI
53170
29623200
Louis Treiger Trustee of Samuel J Gree Grandson TRust
#1UTA dated 12/11/87
6100 57th Ave. S
Seattle
WA
98118
29604490 Love You Foods, LLC
300 W Morgan Street, Suite 1510
Durham
NC
27701
29604473 LoveBug Nutrition, Inc.
115 East 34th Street, Suite 1506
New York
NY
10156
29649032 Lower Nazareth Commons, LP
c/o Regency Centers Corporation, One Independent
Drive, Suite 114
Jacksonville
FL
32202
29777414 Loyalty 360, Inc.
PO BOX 54407
Cincinnati
OH
45254
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 37 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 219 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29629365 LPK Brands, Inc.
19 Garfield Place, 8th Floor
Cincinnati
OH
45202
29649033 LPN Properties LLC
5000 E. Grand River
Howell
MI
48843
29649034 LSREF6 Legacy LLC
6688 N. Central Expressway, Suite 1600
Dallas
TX
75206
29777420 Lumina Health Products Inc.
3693 Walden Pond Drive
Sarasota
FL
34240
29777421 Lumos Inc.
7 South 1550 West #600
Lindon
UT
84042
29777422 Luna Pharmaceuticals, Inc.
244 Weybosset Street, 2nd Floor, Suite 3
Providence
RI
02903-
29777423 Lunada Biomedical
6733 S. Sepulveda Blvd # 115
Los Angeles
CA
90045
29649036 M&J Wilkow Properties, LLC
20 South Clark Street, Suite 3000
Chicago
IL
60603
29627831 M2 Ingredients, Inc
5931 Priestly Drive
Carlsbad
CA
92008
29649038 Macerich Lakewood, LP
Agent for Macerich Lakewood LP, 401 Wilshire
Boulevard, Suite 700
Santa Monica
CA
90401
29899087 MacroLife Naturals, Inc
8477 Steller Drive
Culver City
CA
90232
29790887 Macy's China Limited
2nd Floor, LiFung Tower, 868 Cheung Sha Wan Road
Kowloon
94107
China
29649039 Mad River Development LLC
240 Paramus Road, P.O. Box 707
Ridgewood
NJ
07450
29777428 Madaen Natural Products Inc.
23811 Chagrin Blvd, Suite #10
Beachwood
OH
44122
29777429 Madhava Natural Sweeteners
14300 E. 1-25 Frontage Rd
Longmont
CO
80504
29790890 Maggie McIntosh
Address On File
29777433 Magnificent Seven LLC
2671 Fort Trenholm Rd
Johns Island
SC
29455
29649040 Magnolia Enterprises, LLC
6847 83rd Ave SE
Mercer Island
WA
98040
29649041 Malloy Properties Partnership No. 2
3 Wood Hill Drive
Redwood City
CA
94061
29790891 Mamma Chia LLC
5205 Avenida Encinas, Suite E
Carlsbad
CA
92008
29784700 MAN Sports
PO Box 871202
Mesquite
TX
75187
29784701 Management Resource Systems
1907 Baker Road
High Point
NC
27263
29790892 Manhattan Associates
2300 Windy Ridge Parkway, 10th Floor
Atlanta
GA
30339
30284599 Manhattan Associates, Inc.
2300 Windy Ridge Parkway, 10th Floor
Atlanta
GA
30339
29790893 Manitoba Harvest
Address On File
29627830 Manuka Health New Zealand Ltd
66 Weona Court
Te Awamutu
3800
New Zealand
29784706 Manuka Lab North America, Inc
859 East Sepulveda Blvd
Carson
CA
90745
29777435 MapQuest.com, Inc.
1730 Blake Street
Denver
CO
80202
29792633 Marine Nutriceutical Corporation
794 SUNRISE BLVD
MOUNT BETHEL
PA
18343
29776568 Marine Stewardship Council International Limited
Marine House, 1 Snow Hill
London
EC1A 2DH
United Kingdom
29777439 Mark IV Operations, Inc.
82 John Miller Way
Kearny
NJ
07032-
29777443 Mark IV Transportation & Logistics, Inc.
720 SOUTH FRONT STREET
Elizabeth
NJ
07202-
29649042 Mark Leevan Glendale LLC
9454 Wilshire Boulevard, Suite 6000
Beverly Hills
CA
90212
29623201 Market Place at Darien, LLC
c/o Mid-America Asset Management Inc., 9th Floor
Villa Park
IL
60181
29790895 MarkIV Transportation and Logistics
720 SOUTH FRONT STREET
Elizabeth
NJ
07202-
29790896 Marlin Lesher
Address On File
29784708 Marriott Hotel Services, Inc.
11730 Preston Road
Dallas
TX
75230
29784709 Mars Botanical
20425 Seneca Meadows Parkway
Germantown
MD
20876
29784713 Mass Probiotics, Inc.
1397 Charles Street
Boston
MA
02114-
29784714 Mastek Inc.
15601 Dallas Pkwy, Suite 250
Addison
TX
75254
29627723 Master Supplements, Inc.
PO Box 240 1600 Arboretum BLVD , 202
Victoria
MN
55386
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 38 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 220 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784716 Match.com Events LLC
8750 N. Central Expressway, Suite 1400
Dallas
TX
75231
29784717 Mate Revolution Inc.
PO Box 1192
Ashland
OR
97520
29627580 Matrix Absence Management, Inc.
PO Box 953217
Saint Louis
MO
63195
29784719 Matrix Health Products
9700 NE 126 Ave.
Vancouver
WA
98682
29777446 Matrix Healthwerks Inc.
P.O. Box 2051
San Marcos
CA
92079
29777447 Matthews Automation Solutions
W229 N2510 Duplainville Road
Waukesha
WI
53186
29777447 Matthews Automation Solutions DBA Lightning Pick
W229 N2510 Duplainville Road
Waukesha
WI
53186
29777448 Matthews Automation Systems
N114 W18770 Clinton Drive
Germantown
WI
53022
29777449 Matthews International Corporation dba Lightning Pick
N114 W18770 Clinton Dr.
Germantown
WI
53022
29777450 Matthews International DBA Lightning Pick
N114 W18770 Clinton Drive
Germantown
WI
53022
29777450 Matthews International DBA Lightning Pick
W229 N2510 Duplainville Road
Waukesha
WI
53186
29777452 MAVEA LLC
675 Tollgate Road Suite G
Elgin
IL
60123
29790899 Maverick Brands, LLC
2400 Wyandotte Street, Suite B103
Mountain View
CA
94043
29784721 Maximum International
500 NE 25th St #10
Pompano Beach
FL
33064
29784722 Mayer Laboratories, Inc.
1950 Addison Street, Suite #101
Berkeley
CA
94704
29784723 Maypro Industries LLC
2975 Westchester Avenue
Purchase
NY
10577
29623203 Maywood Mart TEI Equities
55 Fifth Avenue
New York City
NY
10003
29623204 MBB Gateway Associates
Pomegranate RE, 33 Rock Hill Road
Ardmore
PA
19003
29784728 mbg
13297 SCRUB JAY COURT
Port Charlotte
FL
33953
29784731 McCrane Inc, DBA Harbinger
801 Chadbourne Rd, Suite 103
Fairfield
CA
94534
29777457 Mckinsey & Company, Inc. United States
55 East 52nd Street
New York
NY
10022
29777458 McMurry/TMG, LLC
228 E. 45th Street
New York
NY
10017
29777460 MD Science Lab LLC
2131 Blount Road
Pompano Beach
FL
33069
29623205 MD2 Algonquin, LLC
c/o Tiffany Earl Williams, 417 1st Ave SE
Cedar Rapids
IA
52401
29777462 ME Moringa LLC
15 Braemer Road
East Setauket
NY
11733
29777464 Meadowlands Fire Protection
348 New County Road
Secaucus
NJ
07094-
29777464 Meadowlands Fire Protection Corp.
348 New County Road
Secaucus
NJ
07094-
29623206 Mears Oak Investors LLC & Mears Oak
412 Oakmears Crescent, Suite 102
Virginia Beach
VA
23462
29777466 Media Brokers International
555 North Point Center East, Suite 700
Alpharetta
GA
30022
29790904 Media Brokers International, Inc.
555 North Point Center East, Suite 700
Alpharetta
GA
30022
29784733 MediaNug, LLC
545 Cypress Ave
Hermosa Beach
CA
90254
29784734 Mediaplanet Publishing House, Inc.
350 7TH AVENUE, 18TH FLOOR
New York
NY
10001
29790906 Medical Research Institute (MRI)
444 De Haro , Suite 209
San Francisco
CA
94107
29627645 MediNatura, Inc.
10421 Research Road SE
Albuquerque
NM
87123
29784737 Meditrend, Inc. DBA Professional Formulations
4820 Eubank Blvd NE
Albuquerque
NM
87111
29784738 Medport LLC
23 Acorn Street
Providence
RI
02903-
29784740 Melaleuca, Inc.
3910 South Yellowstone Highway
Idaho Falls
ID
83402
29784743 Memphis Light, Gas and Water Division
PO BOX 2440
SPOKANE
WA
99210-2440
29784744 Mendias & Milton, LLC d/b/a My Fit Foods
5000 Plaza on the Lake, Suite 380
Austin
TX
78746
29784745 MerchSource, LLC
15 Cushing
Irvine
CA
92618
29777468 Mercola.com Health Resources LLC
3200 West Higgins Road
Hoffman Estates
IL
60169
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 39 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 221 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623207 Meridian Place, LLC
C/O NEIL WALTER CO, PO BOX 2181
Tacoma
WA
98401
29783716 Merrithew International Inc.
2200 Yonge Street, Suite 500
Toronto
ON
M4S 2C6
Canada
29623208 Meshanticut Properties, Inc.
1414 Atwood Ave.
Johnston
RI
02919
29604495 METACAN, INC.
708 Gravenstein Hwy North Suite 188
Sebastopol
CA
95472
29777473 Metropolitan Trucking Inc.
6675 Low Street
Bloomsburg
PA
17815
29777475 MHP, LLC d/b/a MuscleMeds
21 Dwight Place
Fairfield
NJ
07004-
29777477 Michael's Health Products
6003 Randolph Blvd
San Antonio
TX
78233
29792506 Micro Strategies
PO BOX 409671
Atlanta
GA
30384
29784751 Microsoft Corporation
P.O. BOX 842103
DALLAS
TX
75284-2103
30282382 MicroStrategy Services Corporation
PO BOX 409671
Atlanta
GA
30384
29784756 Midas
2450 VILLAGE COMMONS DRIVE
ERIE
PA
16506
29623209 Mid-Atlantic-Lynchburg LLC
13900 Eastbluff Road
Midlothian
VA
23112
29605944 Military Makeover, LLC
3860 N. Powerline Road
Deerfield Beach
FL
33073
29777482 Millennium Coupon Redemption Services, Inc.
50 Mount Prospect Avenue, Suite 204
Clifton
NJ
07013-
29777483 Millennium Sport Technologies
P.O. BOX 1137, 303 W. COLVILLE
CHEWELAH
WA
99109
29777485 mindbodygreen
2980 McFarlane Rd
Miami
FL
33133
29777485 mindbodygreen, LLC
2980 McFarlane Rd
Miami
FL
33133
29790908 Minerva Research Labs Ltd.
9465 Wilshire Blvd , Suite 300
BEVERLY HILLS
CA
90210
29777487 Minisoft, Inc.
1024 First Street
Snohomish
WA
98290
29777489 MiTAC Digital Corp
471 El Camino Real
Santa Clara
CA
95050
29784759 Mitsubishi Electric Power Products, Inc.
547 Keystone Drive, Suite 300
Warrendale
PA
15086
29649043 MJF/Highland RE Holding Company, LLC
1622 Willow Road, Suite 201
Winnetka
IL
60093
29784762 MJM Sourcing, LLC
1137 Conveyor Lane #102
Dallas
TX
75247
29649044 MK Kapolei Common, LLC
MMI Realty Services Inc., 4211 Waialae Ave., Ste. 33
Honolulu
HI
96816
29649045 MK Kona Commons LLC
c/o McNaughton Inc., 1288 Ala Moana Boulevard, Suite
208
Honolulu
HI
96814
29649046 MKPAC, LLC
2500 Westmont Circle
Sterling Heights
MI
48310
29649047 MLM Chino Property, LLC
c/o MetLife Investment Management LLC, 601 South
Figueroa, Suite 2900
Los Angeles
CA
90071
29649048 ML-MJW Port Chester SC Owner LLC
20 South Clark Street, Suite 3000
Chicago
IL
60603
29649049 MLO Great South Bay LLC
c/o Olshan Properties, 600 Madison Avenue, 14th Floor
New York City
NY
10022
29649050 MMG Plantation CP, LLC
c/o Horizon Properties as agent, 18610 NW 87th Avenue,
Suite 204
Hialeah
FL
33015
29649051 MMG Plantation Square, LLC
c/o Horizon Properties as agent, 18610 NW 87th Avenue,
Suite 204
Hialeah
FL
33015
29777493 Modern Products, Inc.
6425 W. Executive Dr.
Mequon
WI
53092
29790913 Modis, Inc.
10151 DEERWOOD PARK BLVD, BUILDING 200, SUITE
400
Jacksonville
FL
32256
29790914 Mohammed F Alhokair & Co.
PO Box 1360
Riyadh
11321
Saudi Arabia
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 40 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 222 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777497 Monopoli Music Group LLC
MONOPOLI MUSIC GROUP LLC, 42 MOUNTAINVIEW
DRIVE
Clifton
NJ
07013-
29604533 Monster Energy Company
1 Monster Way
CORONA
CA
92879
29649052 Montgomery EastChase, LLC
c/o 5Rivers CRE LLC, 945 Heights Blvd
Houston
TX
77008
29649053 Montgomery Trading LLC
12 East 46th St - Suite 301 D
New York City
NY
10017
29649054 Moore Properties Capital Blvd LLC
8001 Skyecroft Commons Drive
Waxhaw
NC
28173
29785652 Morgan Li, LLC
383 E 16th St.
Chicago Heights
IL
60411
29623210 Mori Burlington LLC
16 Nolen Circle
Voorhees Township
NJ
08043
29785654 Morningstar Minerals
22 Rd 3957
FARMINGTON
NM
87401
29790916 Moroccan Magic LLC
33 Thompson Lane
MILTON
MA
02186-
29785656 Mosaic ATM, Inc. DBA Mosaic Data Science
540 For Evans Road, NE Ste. 300
Leesburg
VA
20176
29623211 Mosaic Reisterstown Road Owner LLC
c/o MFI Inc., 2800 Quarry Lake Drive, Suite 340
Baltimore
MD
21209
29785658 Motherlove Herbal Company
1420 Riverside Avenue , 114
FORT COLLINS
CO
80524
29785659 Mount Franklin Nutritionals LLC
2720 Southgate Drive
SUMTER
SC
29154
29777503 Mountain High Organics, Inc., d/b/a Beveri Nutrition
9 South Main Street, P.O. Box 1450
New Milford
CT
06776-
29777505 Movable, Inc.
5 Bryant Park (1065 6th Avenue), 9th Floor
New York
NY
10018
29784776 MRM
2665 Vista Pacific Dr.
Oceanside
CA
92056
29627951 MRO MaryRuth, LLC
1171 S. Robertson Blvd #148
Los Angeles
CA
90035
29784778 MS Packaging and Supply Corp.
50 Rocky Point Yaphank Road, Suite A
Rocky Point
NY
11778
29623212 MSG94, II,LLC
32680 Northwestern Highway
Farmington
MI
48334
29784782 Muhammad Kamran Awan
Address On File
29784783 MullenLowe U.S., Inc.
40 Broad Street
Boston
MA
02109-
29623213 Mundy Street Square, L.P.
1140 Route 315, Suite 201
Wilkes-Barre
PA
18702
29777515 MUNTECH PRODUCTS, INC
1010 OBICI INDUSTRIAL BLVD.
SUFFOLK
VA
23434
29619742 Muriel Gonzalez
Address On File
29623214 Musca Properties LLC
1300 E. 9th St.
Cleveland
OH
44114
29777517 Muscle Elements Inc.
6500 West Rogers Cir, Suite 5000
Boca Raton
FL
33487
29777518 Muscle Foods USA
701 Hudson Ave.
SCRANTON
PA
18504
29627717 Muscle Warfare, Inc.
3133 Fortune Way Ste 15
Wellington
FL
33414
29790921 MusclePharm Corp
4721 Ironton St. , Building A
DENVER
CO
80237
29777521 Mushroom Wisdom, Inc.
1 Madison Street, Bldg. F-6
East Rutherford
NJ
07073-
29783717 My Matcha Life Products Inc
108-1857 West 4th Avenue
Vancouver
BC
V6J 1M4
Canada
29784785 MyChelle Dermaceuticals LLC
1301 Courtesy Rd
Louisville
CO
50027
29784786 N & B, LLC
5681 E 56th Ave
BIRMINGHAM
AL
35202
29623215 N & P Realty Associates, LLC
P.O. Box 590291
Newton Centre
MA
02459
29623216 N & R PASTOR, L.L.C.
2617 Beacon Hill
Auburn Hills
MI
48326
29784792 NAC Marketing Company, LLC
95 Executive Dr., Suite 14
Edgewood
NY
11717
29623217 NADG/SG Riverdale Village LP
c/o Centrecorp Management Services LLLP, 12761
Riverdale Blvd., Suite 104
Minneapolis
MN
55448
29645250 Nadina Guglielmetti
Address On File
29784794 Naked Earth, Inc.
PO Box 245
Katonah
NY
10536
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 41 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 223 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29627793 Naked Whey, Inc.
475 Brickell Ave #5408
Miami
FL
33131
29777523 National Delivery Systems, Inc.
7021 Columbia Gateway Drive, Suite 420
Columbia
MD
21046
29777525 Natren Inc.
3105 Willow Lane
Westlake Village
CA
91361
29777526 Natrient LLC
10624 S. Eastern Ave. , A-764
HENDERSON
NV
89052
29777527 Natrol, Inc.
21411 Prairie Street
Chatsworth
CA
91311
29627768 NATULIQUE
27 BLAKE AVE.
LYNBROOK
NY
11563
29777529 Natural Alternatives International, Inc.
PO BOX 149348
Austin
TX
78714
29777530 NATURAL CHEMISTRY L. P.
40 RICHARDS AVENUE
NORWALK
CT
06854-
29777531 Natural Dynamix Inc.
6351 Chalet Dr
Los Angeles
CA
90040
29670086 Natural Factors Nutritional Products Inc.
1111 80th St SW Suite 100
Everett
WA
98203
29777533 Natural Health International
224 6th Street
SAN FRANCISCO
CA
94103
29784797 Natural Health Partners, LLC
125 SW 3rd Place
Cape Coral
FL
33991
29784798 Natural Motives LLC
P.O. Box 5265
Miami
FL
33256-5265
29784799 Natural Organics, Inc.
548 Broadhollow Road
Melville
NY
11747
29784800 Natural Path / Silver Wings
P.O. Box 210469
Nashville
TN
37221
29604304 Natural Sources
P.O. Box 4298
SAN CLEMENTE
CA
92674
29784802 Natural Vitality
8500 Shoal Creek Blvd., Suite 208
AUSTIN
TX
78757
29627686 Natural Vitality #5284
8500 Shoal Creek Blvd., Suite 208
AUSTIN
TX
78757
29627665 Natural-Immunogenics Corp.
3265 W. McNab Rd.
Pompano Beach
FL
33069
29784804 Naturally Uncommon, LLC
14 Industrial Way Unit A
Atkinson
NH
03811-
29790924 NaturaNectar LLC
1560 Sawgrass Coporate Pkwy , 4th Floor Sunrise
FL
33323
29784806 Nature Delivered, Inc.
36 West 25th Street
New York
NY
10010
29604292 Nature’s Answer
75 Commerce Drive
Hauppauge
NY
11788
29784807 Nature's Answer
75 Commerce Drive
Hauppauge
NY
11788
29651363 Nature's Fusions LLC
1405 W 820 N
Provo
UT
84601
29784809 Nature's Godfather LLC
405 Waltham St. #168
Lexington
MA
02421-
29777534 Nature's Sources, LLC
5665 W. Howard Street
Niles
IL
60714
29777535 Nature's Stance
13135 Danielson St Ste 211
Poway
CA
92064
29777536 Nature's Value, Inc.
468 Mill Road
Coram
NY
11727
29777537 NaturMed Inc.
661 E. Howards Rd, Suite C
Camp Verde
AZ
86322
29790925 Navitas LLC
9 Pamaron Way , Suite J
NOVATO
CA
94949
29777539 Nawgan Products, LLC
300 Hunter Ave. Ste #102
St. Louis
MO
63124
29777540 NBTY
2100 SMITHTOWN AVENUE
RONKONKOMA
NY
11779
29777541 Ndal Manufacturing Industries Inc.
P.O. Box 2273
Columbus
GA
31902
29623218 Needham Chestnut Realty, LLC
1234 Boylston St.
Chestnut Hill
MA
02467
29623219 Nella NT, LLC, Tower NT, LLC, Stephen and Anne NT, LLC PO Box 1200
Woodland
CA
95776
29783718 Nelmar Security Packaging Systems Inc.
3100 rue des Batisseurs
Terrebonne
QC
J6Y 0A2
Canada
29604396 NeoCell Corporation
1301 Sawgrass Corporate Parkway
FORT LAUDERDALE
FL
33323
29784811 Neopost USA Inc.
478 Wheelers Farms Road
Milford
CT
06461-
29784812 Netconcepts, LLC
2101 91st Street
North Bergen
NJ
07047-
29784814 NetSPI, Inc.
800 Washington Avenue North, Suite 670
Minneapolis
MN
55401
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 42 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 224 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784815 Neuliven Health, Inc.
10171 Pacific Mesa Blvd, St 302
San Diego
CA
92121
29784816 Never Too Hungover, LLC
4085 W. Nevso Drive
Las Vegas
NV
89103
29784817 New Chapter, Inc.
90 Technology Drive
Brattleboro
VT
05301-
29784820 New Horizons
43 WEST 42ND ST.
New York
NY
10036
29604434 New Nordic US Inc.
1000 N.W. Street, Suite 1200
Wilmington
DE
19801
29649055 New Plan Florida Holdings, LLC
c/o Brixmor Property Group, 200 Ridge Pike, Suite 100
Conshohocken
PA
19428
29649056 New Plan of Arlington Heights, LLC
c/o Brixmor Property Group, 200 Ridge Pike, Suite 100
Conshohocken
PA
19428
29777548 New Wave Enviro Products
6595 S. Dayton, Suite 1000
Denver
CO
80246
29777550 NEW WHEY NUTRITION, LLC
5707 DOT COM COURT, SUITE 1079
OVIEDO
FL
32765
29777551 New York Bakery of Syracuse Inc
310 Lakeside Road
Syracuse
NY
13209
29777553 Newegg Inc.
16839 E. Gale Avenue
City of Industry
CA
91745
29677277 Newfoundland and Labrador, LLC
Attn: Lisa Wheeler, 145 Aberdeen Avenue, Unit 1
St John's
NL
A1A 5P6
Canada
29649057 Newington Corner LLC
7248 Morgan Road
Liverpool
NY
13088
29649058 Newport Property, LLC
c/o Shin Yen Management Inc., 4016 Grand Avenue,
Suite B
Chino
CA
91710
29784823 Next Gen Health Solutions, LLC
500 Campus Drive Suite 203
Morganville
NJ
07751-
29784824 Next Step Staffing LLC
725 RIVER ROAD, #200
Edgewater
NJ
07020-
29790928 Nextag
PO BOX 620
270 S. Carter St.
Okolona
MS
38860
29784826 NextFoods, Inc.
5480 Valmont Suite 250
Boulder
CO
80301
29784827 NGS Global Americas, LLC
2603 Camino Ramon, Suite 200
San Ramon
CA
94583
29649059 Nicklaus of Florida, Inc.
4615 Gulf Blvd., Suite 119
St. Petersburg
FL
33706
29629537 Nike Communications, Inc.
75 BROAD STREET, SUITE 815
New York
NY
10004
29784832 Nitro Sports Supplements LLC
1445 N. Fiesta Blvd, STE #100 , STE # 100 Gilbert
AZ
85233
29784833 Nitta Gelatin NA, Inc.
598 Airport Blvd., Suite 900
Morrisville
NC
27560
29649060 NMC Melrose Park, LLC
c/o Newmark Merrill Companies Inc., 24025 Park
Sorrento, Suite 300
Calabasas
CA
91302
29791906 NMHG Financial Services, Inc.
2101 91ª STREET
NORTH BERGEN
NJ
07047-
29791906 NMHG Financial Services, Inc.
2101 91st STREET
NORTH BERGEN
NJ
07047-
29777559 NNC LLC
1 City Blvd, West, Suite 1440
Orange
CA
92868
29649061 NNN REIT, Inc.
450 South Orange Avenue, Suite 900
Orlando
FL
32801
29777562 Non-GMO Project
1155 N State Street, Suite 502
Bellingham
WA
98225
29627669 Nordic Naturals
94 Hangar Way
Watsonville
CA
95076
29777566 Nordic Naturals, Inc.
94 Hangar Way
Watsonville
CA
95076
29792713 North American Herb & Spice
13900 W. Polo Trail Drive
LAKE FOREST
IL
60045
29604646 North American Herb & Spice LLC
13900 W. Polo Trail Drive
LAKE FOREST
IL
60045
29649062 North Attleboro Marketplace III, LLC
1414 Atwood Avenue
Johnston
RI
02919
29649063 North Point Village Two, LLC
2964 Peachtree Road, Suite 380
Atlanta
GA
30305
29649064 North San Gabriel, LLC
80 South Lake Avenue, Suite 550
Pasadena
CA
91101
29784839 NorthBound Nutrition, LLC
2015 S. Morgan St., Ste. 107
Granbury
TX
76048
29649065 Northglenn Plaza LLC
43 Inverness Drive East
Englewood
CO
80112
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 43 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 225 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784845 Northwest Nutritional Foods LLC
10522 Lake City Way NE, Suite C104
Seattle
WA
98125
29777567 NOW Health Group, Inc.
244 Knollwood Drive, Suite 300
Bloomingdale
IL
60108
29777567 NOW Health Group, Inc. dba NOW Foods
244 Knollwood Drive, Suite 300
Bloomingdale
IL
60108
29623220 NPC 2015, LLCc/o Graco Real Estate Development, Inc.
c/o GRACO Real Estate Development Inc., 4010 82nd
Street, Suite 302
Lubbock
TX
79423
29623221 NRF - Pennock LLC
c/o Last Mile Investments, 212 E 3rd Street, Suite 200
Cincinnati
OH
45202
29790934 Nubreed Nutrition
28910 Ave Penn , Suite #213
VALENCIA
CA
91355
29777571 NuGo Nutrition
520 SECOND STREET
OAKMONT
PA
15139
29777572 Nulab, Inc.
2151 Logan Street
Clearwater
FL
33765
29777573 Nuline Nutritionals, LLC
112 West 34th, 18th Floor
New York
NY
10120
29777574 NuLiv Science USA, Inc.
255 Paseo Tesoro
Walnut
CA
91789
29777575 Numi Inc. LLC
PO Box 20420
Oakland
CA
94620
29777576 Numina Group Incorporated
10331 Werch Drive
Woodridge
IL
60517
29777577 NuNaturals Inc
2220 W. 2nd Ave , #1
EUGENE
OR
97402
29784847 Nutiva
213 West Cutting Blvd
RICHMOND
CA
94804
29784848 NutraBio Labs, Inc
564 Lincoln Boulevard
Middlesex
NJ
08846-
29904292 Nutraceutical Corporation
1400 Kearns Blvd
PARK CITY
UT
84060
29784850 NutraFusion Nutritionals
500 Memorial Dr
Somerset
NJ
08873-
29784851 Nutramax Laboratories Consumer Care, Inc.
2208 Lakeside Blvd.
Edgewood
MD
21040
29784852 NutraSky LLC
P.O. BOX 6145
INDIANAPOLIS
IN
46206-6145
29784853 Nutravail LLC
14790 Flint Lee Road
Chantilly
VA
20151
29792738 Nutrawise Corporation
9600 Toledo Way
IRVINE
CA
92618
29739925 Nutrex Hawaii, Inc.
73-4460 Queen Kaahumanu Hwy #102
Kailua-Kona
HI
96740
29784856 Nutrex Research, Inc.
579 South Econ Circle
Oviedo
FL
32765
29784857 NutriBiotic
865 Parallel Dr
LAKEPORT
CA
95453
29784858 Nutriforce Nutrition
14620 NW 60 AVENUE
MIAMI LAKES
FL
33014
29784859 NutriGold Inc
1467 W 105N
OREM
UT
84057
29790936 Nutrikel, LLC
65 Cardinal Drive
GLASTONBURY
CT
06033-
29777579 NutriScience Innovations, LLC
2450 Reservoir Avenue
Trumbull
CT
06611-
29604387 Nutrition 53, Inc.
3706 Mt. Diablo Blvd.
Lafayette
CA
94549
29777581 Nutrition Training Systems, LLC d/b/a Muscleology
3901 SW 47 AVE # 409
Davie
FL
33314
29627627 Nutritional Brands
1610 W. Whispering Wind Drive
PHOENIX
AZ
85085
29777583 Nutritional Supply Corp
317 Industrial Circle
LIBERTY
TX
77575
29777584 Nutritional Therapeutics, Inc.
63 Mall Drive, Suite A
Commack
NY
11725
29606019 Nutrivo LLC
1785 N. EDGELAWN DRIVE
Aurora
IL
60506
29777586 Nuts 'N More
10 Almeida Street
East Providence
RI
02914-
29627719 NUUN and CO. Inc.
800 Maynard Ave S Suite 102
Seattle
WA
98122
29784860 NuWest Logistics, LLC
190 East Main Street
Huntington
NY
11743
29784861 NuZee, Inc.
2865 Scott St #101
Vista
CA
92081
29784862 NWC Naturals Pet Products LLC
27071 Cabot Rd. , 117
Laguna Hills
CA
92653
29623222 O.J.B. Investment Group LC
4905 Del Ray Ave., Suite 200
Bethesda
MD
20814
29623223 O.J.B./AJRE JV, LC
4905 Del Ray Ave., Suite 200
Bethesda
MD
20814
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 44 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 226 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29784870 Oceanblue LLC
6501 Congress Ave
BOCA RATON
FL
33487
29623224 Oceanside Associates LLC
591 Stewart Ave., Suite 100
Garden City
NY
11530
29623226 Oglethorpe Associates LLLP
3300 Cobb Parkway, Suite 120
Atlanta
GA
30339
29777593 Oh My Spice, LLC
1599 Superior Ave. Unit B-3
Costa Mesa
CA
92627
29777595 Ola Loa
1555 Burke Ave. Unit K
SAN FRANCISCO
CA
94124
29623227 Old Brandon First Colonial Assoc., LLC
1700 Wells Fargo Center, 440 Monticello Ave.
Norfolk
VA
23510
29623228 Oleinik Property Holding Co., LLC
PO Box 1568
Gillette
WY
82717
29777598 Oliver Wyman Actuarial Consulting, Inc.
1166 Avenue of the Americas, 28th Floor
New York
NY
10036-2708
29777599 Olivina Napa Valley LLC
3343 Aspen Grove Drive, Suite 200
Franklin
TN
37067
29627816 Olly Public Benefit Corporation
1169 Gorgas Ave. , A
SAN FRANCISCO
CA
94129
29784874 Olympian Labs
16641 N 91st Street , Suite 101
SCOTTSDALE
AZ
85260
29784875 Omega Products, Inc.
3355 Enterprise Avenue, Suite 160
Fort Lauderdale
FL
33331
29776554 OmniActive Health Technologies Ltd
Cybertech House, Ground Floor, J B Sawant Marg, Wagle
Industrial Estate
Thane (West)
MH
400604
India
29776554 OmniActive Health Technologies Ltd
Phoenix House, Fifth Floor, 462, S B Marg, Lower Parel
Mumbai
400 013
India
29784876 Omojo Health USA Inc.
333 North Hill Blvd.
Burlington
WA
98233
29784877 On Shelf Availability Retail Services (OSA)
201 S 19TH ST, SUITE P
Rogers
AR
72758
29623229 One Continental Avenue Corp.
43-29 Bell Boulevard
Queens
NY
11361
29784880 One Point Logistics, Inc.
159 4th Avenue North
Nashville
TN
37219
29784884 Only Natural, Inc.
31 Saratoga Blvd
Island Park
NY
11558
29784885 Only What You Need, Inc.
100 Passaic Avenue, Suite 100
Fairfield
NJ
07004-
29604429 Onnit Labs
4401 Freidrich Lane , Suite 302
AUSTIN
TX
78744
29777601 Onnit Labs, LLC
4401 Freidrich Lane , Suite 302
AUSTIN
TX
78744
29898117 Ontario Refrigeration Service, Inc.
5824 South 25th Street
Phoenix
AZ
85040
29777603 Oona Health
803 WASHINGTON STREET
NEW YORK
NY
10014
29777604 Optimize Hire, LLC
7413 Six Forks Road, Ste. 144
Raleigh
NC
27615
29629580 Optimizely, Inc.
631 Howard Street, Suite 100
San Francisco
CA
94105
29777606 Optimum Nutrition
975 Meridian Lake Drive
Aurora
IL
60504
29777607 Option Three Consulting Pvt. Ltd.
2101 915 St.
North Bergen
NJ
07047-
29777609 Optiv Security Inc.
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29777609 Optiv Security Inc.
PO BOX 561618
Denver
CO
80256
29784887 Oracle
PO BOX 203448
Dallas
TX
75320-3448
30168095 Oracle America, Inc.
500 Oracle Parkway
Redwood Shores
CA
94065
29784889 Oral Essentials, Inc.
436 N. Roxbury Drive, Suite #202
Beverly Hills
CA
90210
29784890 Orange Peel Enterprises, Inc.
2183 Ponce de Leon Circle
Vero Beach
FL
32960
29627808 ORB Life Sciences, LLC
221 S. Cherokee Street
Denver
CO
80223
29651049 Orchard Hill Park, LLC
83 Orchard Hill Park Drive
Leominster
MA
01453
29784895 OrderGroove, Inc.
75 Broad St., 23rd Floor
New York
NY
10004
29604414 Oregon's Wild Harvest
39831 HWY 26
Sandy
OR
97055
29627720 Orgain, Inc.
PO Box 4918
Irvine
CA
92616
29777611 Organic Food Bar, Inc.
209 South Stephanie Street, B235
Henderson
NV
89012
29777612 ORGANIC INDIA USA
944 PEARL ST
BOULDER
CO
80302
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 45 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 227 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777613 Organifi LLC
7535 Metropolitan Dr
SAN DIEGO
CA
92108
29777614 Origin Labs
946 US RT 2
Wilton
ME
04294-
29884989 Orkin LLC
10813 MIDLOTHIAN TURNPIKE
NORTH CHESTERFIELD
VA
23235
29777617 Orkin Pest Control
10813 MIDLOTHIAN TURNPIKE
NORTH CHESTERFIELD
VA
23235
29790540
OU UNION OF ORTHODOX JEWISH CONGREGATIONS OF
AMERICA
11 Broadway
New York
NY
10004
29651050 Outer Drive 39 Development Co. LLC
One Town Square, Suite #1600
Southfield
MI
48076
29784899 Oxford Valley Road Associates
PO Box 935775
Atlanta
GA
30354
29784900 OxyLife Nutritional Supplements Inc.
P.O. Box 6451
Chula Vista
CA
91909
29784901 Pacific Health Labs
100 Matawan Road Suite 150
Matawan
NJ
07747-
29651051 Pacific National Group, LLC
2400 South Blvd., Suite 300
Charlotte
NC
28202
29784903 Pacific World Corp.
25800 Commercentre Drive
Lake Forest
CA
92630
29651052 Pacific/DSLA No.2
One Corporate Plaza, 2nd Floor
Newport Beach
CA
92660
29651053 Pacific/Youngman-Woodland Hills
One Corporate Plaza, Second Floor
Newport Beach
CA
92568
29784906 Pacificore Construction
18201 MCDURMOTT W STE B
Irvine
CA
92614
29790954 Package All Corp
730 BEV ROAD
SUITE 2
Boardman
OH
44512
29790954 Package All Corporation
655 Church Street
Bayport
NY
11705
29790955 Packaging Corporation of America
PO BOX 12406
Newark
NJ
07101-3506
29651054 PAD4 PAD6 VV LLC
6305 Gayton Place
Malibu
CA
90265
29776529 Paleo Ethics Inc.
3318 Second Street
Cornwall
ON
KWH658
Canada
29776529 PaleoEthics Inc.
3318 Second Street
Cornwall
ON
KG#658
Canada
29651055 Palm Beach Outlets I, LLC
c/o New England Development, 75 Park Plaza
Boston
MA
02116
29651056 Palm Coast Landing Owner LLC
c/o Acadia Realty Trust, 411 Theodore Fremd Avenue,
Suite 300
New York City
NY
10580
29651057 Palm Springs Mile Associates, LTD.
419 West 49th Street, Suite 300
Hialeah
FL
33012
29777627 Pantera LLC
PO BOX 26657
Scottsdale
AZ
85255
29777629 Panthera Pharmaceuticals
11 A Lincoln Street
COPIAGUE
NY
11726
29604530 Papa & Barkley Essentials, LLC
303 S Broadway, Suite 200-320
Denver
CO
80209
29623230
Papou Varvavas Anastasia Realty Trust u/a dated
September 23, 2020
Address On File
29784912 Paracelsus Labs Inc.
PO Box 7277
Boulder
CO
80306
29784913 Paradise Herbs & Essentials
19051 Goldenwest St. , 104-306
HUNTINGTON BEACH
CA
92648
29784916 Paramount Beauty Distributing Associates Inc.
41 Mercedes Way Unit 34
Edgewood
NY
11717
29784918 Parfums de Coeur, Ltd.
6 High Ridge Park Floor C2
Stamford
CT
06902-
29784921 Park Place Technologies
C/O SSG MANAGEMENT LLC, 204 N HOWARD
TAMPA
FL
33606
30345489 Park V Partners, LLC
6995 Union Park Center, Suite 440
Midvale
UT
84047
29623231 Parker Place Group, LLC
c/o Knorr Management Inc., 5525 Rebecca Way, Suite A
Corning
CA
96021
29623232 Parkridge Center Retail, LLC
c/o Willard Retail, 4800 Hampden Lane
Bethesda
MD
20814
29623233 PARM Golf Center, LLC
c/o Caton Commercial, 1296 Rickert Drive, Suite 200
Naperville
IL
60540
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 46 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 228 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777634 Partnership Staffing Incorporated
PO BOX 823461
Philadelphia
PA
19182-3461
29623234 Pasadena Hastings Center
15250 Ventura Blvd., Suite 1010
Sherman Oaks
CA
91403
29777638 PAUL Naturals Pet Product
27011 Cabot Rd # 117
Laguna Hills
CA
92683
29777639 Pauling Labs Inc
4550 Birch-bay Lynden Road , PMB 1188 BLAINE
WA
98230
29784928 Paychex of New York LLC
GENERAL POST OFFICE, PO BOX 29769
New York
NY
10087-9769
29784931 PayFlex Systems USA, Inc.
10802 Farnam Drive, Suite 100
Omaha
NE
68154
29784932 Payment Processing Services, LLC
236 Carmichael Way, Suite 300
Chesapeake
VA
23322
29784933 Paymentech, LLC
14221 Dallas Parkway
Dallas
TX
75254
29784933 Paymentech, LLC
4 Northeastern Boulevard
Salem
NH
03079-
29784933 Paymentech, LLC
8181 Communications Pkwy
Plano
TX
75024
29784936
Paymentech, LLC for itself and on behalf of JPMorgan
Chase Bank, N.A.
8181 Communications Pkwy
Plano
TX
75024
29776530 PayPal CA Limited
Brunswick House, 44 Chipman Hill Suite 1000
Saint John
NB
E2L 2A9
Canada
29777644 PayPal, Inc.
eBay Park North, 2211 North First Street
San Jose
CA
35131
29623235
PC San Ysidro PB, LLC, PC International PB, LLC, and PC
Iagio PB, LLC
c/o Pacific Castle Management Inc., 2601 Main Street,
Suite # 900
Irvine
CA
92614
29623236 PCCP/LDC Pearl Kai LLC
98-199 Kamehameha Hwy., Suite H-14
Aiea
HI
96701
29623237
Peabody Center LLC, Chase Decatur LLC, and London
Development Ltd.
c/o Chase Properties Ltd., 3333 Richmond Road Suite
320, Suite 320
Beachwood
OH
44122
29777652 Peaceful Mountain, Inc.
201 Apple Blvd
Woodbine
IA
51579
29790965 Pear
5995 Wilcox Place
Suite A
Dublin
OH
43016
29777654 Pear Therapeutics
1000 W. Maude Ave
Sunnyvale
CA
94085
29784937 Pear Therapeutics, Inc.
55 Temple Place, 3rd Floor
Boston
MA
02111-
29623238 Pearl Street Retail, T.I.C.
c/o Bamboo Property Management, 9500 Front Street
South, Suite 200
Lakewood
WA
98499
29784939 Peico, Inc.
16366 COLLECTION CENTER DRVIE
Chicago
IL
60693
29784940 Pelco, Inc.
16366 COLLECTION CENTER DRVIE
Chicago
IL
60693
29784941 PENformance
905 Shotgun Rd
Sunrise
FL
33326
29784942 Penta Water LLC
1601 E. Steel Road
COLTON
CA
92324
29784944 Perceptyx, Inc.
28765 Single Oak Dr #250
Temecula
CA
92590
29784945 Perfect Shaker Inc.
369 Lang Blvd
Grand Island
NY
14072
29784946 Perficient
BOX 207094
Dallas
TX
75320-7094
29784947 Perficient, Inc.
520 Maryville Centre Drive, Suite 400
St. Louis
MO
63141
29784947 Perficient, Inc.
555 Maryville University Dr., Suite 600
St. Louis
MO
63141
29784949 Performance Brands
905 SHOTGUN RD.
FORT LAUDERDALE
FL
33326
29627827 PERFORMIX, LLC
221 South Cherokee Street
Denver
CO
80223
29792523 Personify Health, Inc.
DEPT 3310, PO BOX 123310
Dallas
TX
75312-3310
29792523 Personify Health, Inc. fka Virgin Pulse, Inc.
DEPT 3310, PO BOX 123310
Dallas
TX
75312-3310
29777657 Pervine Foods, LLC
111 Terence Drive
Pittsburgh
PA
15236
29623239 Peters Development, LLC
c/o Dan Hill, 645 N. Main Street
High Point
NC
27260
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 47 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 229 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649066 PHD @ Western, LLC
14768 Enclave Lakes Drive
Delray Beach
FL
33484
29776532 PhD Nutrition Inc
19100 Airport Way #105
Pitt Meadows
BC
V3Y0E2
Canada
29777667 Phi Drinks, Inc.
1855 Industrial St. #110
Los Angeles
CA
90021
29777668 Philips Lighting North America Corporation
200 Franklin Square Drive
Somerset
NJ
08873-
29649067 Phoenicia Development, LLC
3700 34th Street, Ste 300
Orlando
FL
32805
29777671 Phoenix Fence Company
PO BOX 21183
Phoenix
AZ
85036-1183
29790969 Phoenix Formulations, LLC
4551 West 21st Street, Suite 101
Tempe
AZ
85282
29777674 PHYLE INVENTORY CONTROL SPECIALISTS
4150 GRANGE HALL RD.
Holly
MI
48442
29776533 Physical Enterprises, Inc.
2101 91st Street
North Bergen
NJ
07047-
29776533 Physical Enterprises, Inc.
302-2930 Arbutus St.
Vancouver
BC
V6J 3Y9
Canada
29606085 PIER 1 SERVICES COMPANY
100 PIER 1 PLACE
Fort Worth
TX
76102
29649068 PinckDenny LLC
9924 Sorrel Avenue
Potomac
MD
20854
29784963 Pines International, Inc.
1992 East 1400 Road
Lawrence
KS
66044
29606089 Pinterest, Inc.
808 Brannan Street
San Francisco
CA
94103
29790970 PiperWai LLC
1430 Walnut St. , 200
PHILADELPHIA
PA
19102
29784966 Pitney Bowes Inc.
3001 Summer Street
Stamford
CT
06926-
29776534 Pivotree Inc.
6300 Northam Drive
Mississauga
ON
L4V 1H7
Canada
29649069 PJS HOLDINGS LLC
8 Greenfield Road
Syosset
NY
11791
29784969 PJUR GROUP USA, LLC
1680 Michigan Ave Str. 920
Miami Beach
FL
33139
29649070 PK I LA Verne Town Center LP
500 North Broadway, Suite 201
Jericho
NY
11753
29649071 PK II EL Camino North LP
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29649072 PL Dulles LLC
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29790972 Plant People, Inc.
49 Elizabeth St, 3rd floor
New York
NY
10013
29777679 Plantlife Natural Body Care
961 Calle Negocio
SAN CLEMENTE
CA
92673
29777680 Plantlife, Inc.
1030 Calle Recodo
San Clemente
CA
92673
29649073 Platzer Family Limited Partnership
218 East Park Avenue, # 527
Long Beach
NY
11561
29777683 Playmaker Nutrition
369 South Fair Oks Ave.
PASADENA
CA
91105
29649074 Plaza K Shopping Center, L.L.C.
c/o The Azarian Group L.L.C., 6 Prospect Street, Suite 2A Midland Park
NJ
07432
29649075 Plaza on Manhattan Associates, LLC
2555 Severn Ave, Suite200
Metairie
LA
70002
29784977 PLH Products, Inc.
6655 Knott Avenue
Buena Park
CA
90620
29784978 PLT Health Solutions-Laila Nutraceuticals LLC
119 Headquarters Plaza
Morristown
NJ
07960-
29784979 Plum Tree, Inc.
325 W. Huron St., Suite 215
Chicago
IL
60654
29649077 PMAT Orland, L.L.C.
c/o Pine Tree Commercial Realty LLC, 814 Commerce
Drive, Suite 300
Oak Brook
IL
60523
29606095 PMX Agency LLC
P.O. BOX #735131
Chicago
IL
60673
29784983 PMX Agency LLC dba ForwardPMX
P.O. BOX #735131
Chicago
IL
60673
29784984 PNC Bank National Association
ATTN: IBM CORPORATION, 500 FIRST AVENUE
Pittsburgh
PA
15219
29777691 Polar Electro Inc.
1111 Marcus Ave., Suite M15
Lake Success
NY
11042
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 48 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 230 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29790975 Polar Fusion LLC
10605 SE 240th St , #400
KENT
WA
98031
29777693 Polyphenolics
12667 Road 24
Madera
CA
93637
29606098 Pomeroy Technologies, LLC
Mitsubishi / Pomeroy, PO Box 7410512
Chicago
IL
60674-0231
29777694 Ponder Jet Inc
3325 NW 70th Avenue
Miami
FL
33122
29790976 PopTime LLC
200 Clifton Boulevard , 1
CLIFTON
NJ
07011-
29784992 Potomac Environmental, Inc.
PO Box 1836
Stafford
VA
22555-1836
29623240 Poughkeepsie Plaza LLC
275 N. Franklin Turnpike
Ramsey
NJ
07446
29790977 POWDER JET INC
1800 North Bayshore Drive , 1504
MIAMI
FL
33132
29623241 Powell-Five Corners Associates, L.L.C.
2625 Northup Way
Bellevue
WA
98004
29623242 Powell-Maple Valley LLC
2625 Northup Way
Bellevue
WA
98004
29784997 POWERFUL MEN LLC
429 Lenox Av
MIAMI BEACH
FL
33139
29777700 PowerReviews, Inc
440 North Wells Street, Suite 720
Chicago
IL
60654
29623243 PP Gaston Mall LLC
1422 Burtonwood Dr. Suite 200
Gastonia
NC
28054
29777703 Practica
2800 Patterson Ave
Richland
VA
23221
29776535 Prana Biovegan Corp.
1440 Jules Poitras
Quebec
QC
H4N 1X7
Canada
29776536 Prana Biovegan Inc
1440 Jules Poitras
Saint-Laurent
QC
H4N 1X7
Canada
29777708 Pratt (Allentown Corrugating), LLC
3535 Piedmont Road, Building 14, Suite 440
Atlanta
GA
30305
29790979 Preet Kamal
Address On File
29623244 PREF Pasadena Collection, LLC
4370 La Jolla Village Drive, Suite 640
San Diego
CA
92122
29785000 Preferred Placement
P.O Box 743176
Los Angeles
CA
90074-3176
29785001 Preferred Placement, Inc.
200 Concord Plaza Dr Ste 240
San Antonio
TX
78216-6943
29785002 Pregis
29690 NETWORK PLACE
Chicago
IL
60673
29785004 Premier Nutrition
6215 El Camino Real, Ste 101
Carlsbad
CA
92009
29604356 Premier Nutrition Company, LLC
1222 67th Street, Suite 210
Emeryville
CA
94608
29785006 Premium Entertainment
36 ALIZE DRIVE
KINNELON
NJ
07405-
29785007 Presidio Brands, Inc.
500 Tamal Plaza, Suite 505
Corte Madera
CA
94925
29623245 Presidio Towne Crossing LP
16000 Dallas Parkway, Suite 300
Dallas
TX
75248
29777711 Prevention Magazine
300 West 57th Street
New York
NY
10019
29777712 Prevention Pharmaceuticals Inc.
142 Temple Street, Suite 205
New Haven
CT
06510-
29777713 PRGX USA, Inc.
PO BOX 116501
Atlanta
GA
30368
29777714 PRI, LLC
210 Park Ave Ste 2175
Oklahoma City
OK
73102-5629
29604472 Primal Nutrition, Inc
1631 S Rose Ave
Oxnard
CA
93033
29623246 Prime 86 Holdings LLC
7916 5th Avenue
Brooklyn
NY
11209
29777717 Prime Nutrition
1120 Holland Drive, #19
Boca Raton
FL
33428
29790984 Prime Retail Services
3617-SOUTHLAND DRIVE, SUITE A
Flowery Branch
GA
30542
29623247 Prime/FRIT Mission Hills, LLC
c/o Federal Realty Investment Trust, 909 Rose Avenue,
Suite #200
Rockville
MD
20852
29776552 Primex ehf
Óskarsgata 7
Siglufjörour
580
Iceland
29776537 Primus Health Inc.
3456 rue Des Castors
Laval
QC
H7P 5W8
Canada
29777721 Prince of Peace Ent., Inc.
3536 Arden Road
Hayward
CA
94545
29785013 Prinova Solutions LLC
315 E. Fullerton Ave.
Carol Stream
IL
60188
29604395 Pristine Bay LLC DBA VIANDA
9898 Windisch Road
West Chester
OH
45069
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 49 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 231 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29785016 PRO Bottle LLC
4942 Dawn Avenue , Suite 222
EAST LANSING
MI
48823
29785017 PROBAR, LLC.
4752 W. California Ave.
Salt Lake City
UT
84104
29790986 Prodege
185 NW Spanish River Blvd
Suite 100
Boca Raton
FL
33431-4230
29785019 Professional Supplements
3665 East Bay Dr. Building 204 , 155
LARGO
FL
33771
29790988 ProFormance Foods LLC
44 Dobbin St , First Floor
BROOKLYN
NY
11222
29785021 PROformance Vend USA INC
PO BOX 6188
Phoenix
AZ
85005
29785022 Project Healthy Living Inc DBA ALOHA
0 Exchange Place
NEW YORK
NY
10005
29785023 Project X Represents
PO Box 870
Old Forge
NY
13420
29785025 Prolab Nutrition, Inc.
6 Dinglebrook Road
Brookfield
CT
06804-
29790989 Promax Nutrition Corp
100 Bayview Circle , 200
NEWPORT BEACH
CA
92660
29777723 PromoLeaf
PO Box 681465
Park City
UT
84068
29777724 Pronatura Inc.
2474 E. Oakton St.
Arlington Heights
IL
60005
29777724 Pronatura Inc.
2474 East Oakton Street
Arlington Heights
IL
60005
29777726 Propello Life, LLC
7611 Coventry Woods Drive
Dublin
OH
43017
29777727 ProTec Laboratory, Inc.
4300 FM 2225
Quitman
TX
75783
29777729 Protein Brothers, LLC (dba Stryve Foods)
500 W. University Dr., Suite 108
Mckinney
TX
75069
29627809 Protexin, Inc.
1833 NW 79th AVE
Doral
FL
33126
29777731 Protiviti Inc.
888 7th Ave - 13th Floor
New York
NY
10019
29627783 Protos Foods, Inc.
449 Glenmeade Road
Greensburg
PA
15601
29785026 Proud Source Water Inc.
307 Miners Way
MACKAY
ID
83251
29623248 Providence Holdings, LLC
6500 Utah Ave NW
Washington
DC
20015
29785028 Proximus Consulting Group, LLC
111 Windsor Way
Franklin
TN
37069
29785047 Puerto Rico Telephone Company
PO Box 360998
San Juan
PR
00936-
29785048 Puerto Rico Telephone Company, Inc.
P.O. Box 71304
San Juan
PR
00939-
29785048 Puerto Rico Telephone Company, Inc.
PO Box 360998
San Juan
PR
00936-
29785049 Pukka Herbs Ltd
71 McMurray Road , 104
PITTSBURGH
PA
15241
29628036 Pure Encapsulations, LLC
490 Boston Post Road
Sudbury
MA
01776-
29777744 Pure Essence Labs, Inc.
P.O. Box 95397
Las Vegas
NV
89193
29790993 Pure Health Inc.
229 Calle Duarte Suite 3A, Second Floor
San Juan
PR
00917-
29790994 Pure Inventions
64 B Grant Street
LITTLE SILVER
NJ
07739-
29777747 Pure Inventions LLC
64 B Grant Street
LITTLE SILVER
NJ
07739-
29777748 Pure Solutions INC
13620 Wright Circle
Tampa
FL
33626
29777749 PureFit Inc.
2 Avellino
Irvine
CA
92620
29777750 Puremedy, LLC
1925 Angus Ave, Unit D
Simi Valley
CA
93063
29777751 PureRED | Ferrara
301 College Road East
Princeton
NJ
08540-
29777752 Pvolve LLC
415 West Broadway
NEW YORK
NY
10012
29777753 Pyure Brands LLC
2277 Trade Cebter Way STE 101
NAPLES
FL
34109
29785051 QNT INTERNATIONAL, Inc.
82 Virginia Avenue
Dobbs Ferry
NY
10522
29785052 QOL Labs, LLC
2975 Westchester Avenue, Suite G-01
Purchase
NY
10577
29785053 Quadient, Inc.
478 Wheelers Farms Road
Milford
CT
06461-
29785055 Quaker Sales & Distribution
300 Harmon Meadow Blvd.
Secaucus
NJ
07094-
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 50 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 232 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29604479 Qualitas Health, Inc.
1800 West Loop South
Houston
TX
77027
29627792 Quality Pasta Company
100 Chamber Plaza
CHARLEROI
PA
15022
29785059 Quantum, Inc.
754 Washington Street
Eugene
OR
97401
29785060 QueBIT Consulting LLC
P.O. BOX 713
Katonah
NY
10536
29623249 Queen Bee Properties, LLC
41 W. Highway 14 #394
Spearfish
SD
57783
29606119 Quest Diagnostics Clinical Laboratories, Inc.
PO BOX 740709
Atlanta
GA
30374-0709
29785062 Quest Diagnostics Health & Wellness LLC
PO BOX 740709
Atlanta
GA
30374-0709
29904794 Quest Nutrition, LLC
4712 Admiralty Way, Suite 670
Marina del Rey
CA
90292
29904794 Quest Nutrition, LLC
777 S. Aviation Dr.
El Segundo
CA
90245
29777756 Quick Response Home Services
2404 W. PHELPS RD, SUITE A-2
Phoenix
AZ
85023
29777758 Quincy Bioscience Manufacturing Inc.
301 S. Westfield Road, Suite 200
Madison
WI
53717
29649078 R & R Real Properties, Inc.
1801 Avenue of the Stars #900
Los Angeles
CA
90067
29791000 R. R. Donnelley & Sons Company
P.O. BOX 13654
Newark
NJ
07188-0001
29777764 RADIUS Corporation
207 Railroad Street
KUTZTOWN
PA
19530
29649079 RAHI, LLC
3256 Westview Dr
Northbrook
IL
60062
29604287 Rainbow Light Nutritional Systems
100 Avenue Tea
SANTA CRUZ
CA
95060
29785065 Rainbow Research Corp
170 Wilbur Place
Bohemia
NY
11716
29785066 Rainforest Distribution Corp
360-30 13th St
ASTORIA
NY
11106
29649080 Rainier Triangle II, LLC
23707 SE 221ST St
Maple Valley
WA
98038
29649081 RAJDC NC Properties, LLC
2719 Graves Drive, Suite 21
Goldsboro
NC
27534
29791002 Rakuten Card Linked Offer Network, Inc.
800 Concar Drive, Suite 175
San Mateo
CA
94402
29649082 Ramsey Holdings, LLC
644 Pascack Road
Washington Township
NJ
07676
29649083
Rancho Dos Hermanos, LLC, as to an undivided
88.1500% tenants in common interest and
Desert Delite Citrus, LLC as to an undivided 11.8500%
tenants in common interest, 2655 First Street, Suite 245 Simi Valley
CA
93065
29785073 Randal Optimal Nutrients LLC
P.O Box 7328
SANTA ROSA
CA
95407
29791004 Rangle.io Inc.
18 York Street, 5th Floor
Toronto
ON
M5J 2T8
Canada
29785075 Rapid Restoration, LLC
1900 County Rd C West
Roseville
MN
55113
29777767 RARI Nutrition LLC
3410 Davie Rd. Suite 405
FORT LAUDERDALE
FL
33314
29777768 Raw Elements LLC
201 Jefferson Ave. , 4A
MIAMI BEACH
FL
33139
29604428 Raw Essentials Living Foods, LLC
2934 1/2 N Beverly Glen Cir #176
Bel Air
CA
90077
29604578 Raw Sport Supplement Company
760 NW Enterprise Dr.
Port St. Lucie
FL
34985
29669998 Raw Sport Supplement Company LLC
760 NW Enterprise Dr.
Port St. Lucie
FL
34985
29777770 RAYMEX DISTRIBUTION, INC.
8206 KILLAM INDUSTRIAL BLVD
LAREDO
TX
78045
29791909 Raymond
22 S. Canal St.
Greene
NY
13778
29777771 Raymond Handling Solutions, Inc.
725 FAIRFIELD AVENUE
Kenilworth
NJ
07033-
29965543 Raymond Leasing Corporation
22 S. Canal St.
Greene
NY
13778
30202971 RCA Novak
5020 Westridge Drive
Fort Collins
CO
80526
30202971 RCA Novak, LLC
5020 Westridge Drive
Fort Collins
CO
80526
29791007 RCBA Nutraceuticals LLC
635 Century Point , 111
LAKE MARY
FL
32746
29791007 RCBA Nutraceuticals, LLC
2041 High Ridge Rd
Boynton Beach
FL
33426
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 51 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 233 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649084 RCG-PSC Camp Creek Owner, LLC
c/o RCG-Ventures LLC., 3060 Peachtree Road NW, Suite
400
Atlanta
GA
30305
29649085 RE Plus SP LLC
c/o Wafra Inc., 345 Park Avenue, 41st Floor
New York City
NY
10154
29785079 Ready Roast Nut Company, LLC
2805 Falcon Drive
Madera
CA
93637
29792589 Real Asset Management Inc.
309 Court Avenue, Suite 244
Des Moines
IA
50309
29791008 REAL GOOD FOODS COMPANY LLC
6316 Tapanga Canyon Blvd , 2140
WOODLAND HILLS
CA
91367
29630169 Rebel Logistics Service LLC
7105 Virginia Rd, Suite 3
Crystal Lake
IL
60014
29785083 Reckitt Benckiser
399 INTERPACE PKWY
PARSIPPANY
NJ
07054-
29785084 Recruiting Research, LLC
420 Canterbury Lake
Milton
GA
30004
29785085 Recycline, Inc.
657 Main Street
Waltham
MA
02451-
29649086 Redbarry LLC
605 W 47th St., Suite 200
Kansas City
MO
64112
29777780 REDCON1 LLC
701 Park of Commerce , 100
BOCA RATON
FL
33487
29777780 Redcon1, LLC.
701 Park of Commerce Blvd., Suite 101
Boca Raton
FL
33487
29777782 Redd Remedies, Inc.
211 S. Quincy Ave.
Bradley
IL
60915
29606137 Reddit, Inc.
PO Box 736984
Dallas
TX
75373-6984
29604471 Redefine Nutrition d.b.a FINAFLEX
1190 Tidwell Road Ste 304
Alpharetta
GA
30004
29777785 REDEFINE NUTRITION LLC dba FINAFLEX
3615 Francis Cir , 100
ALPHARETTA
GA
30004
29777785 REDEFINE NUTRITION LLC DBA FINAFLEX
3615 FRANCIS CIR STE 101
ALPHARETTA
GA
30004
29649087 Redlands Joint Venture LLC
13191 Crossroads Parkway North, 6th Floor
City of Industry
CA
91796
29777787 Redmond Trading Company, dba Redmond Life
475 West 910 South
Heber City
UT
84032
29776539 reebee Inc.
305 King St W Suite 902
Kitchener
ON
N2G 1B9
Canada
30202972 Regency Centers Corporation
c/o Regency Centers Corporation, One Independent
Drive, Suite 114
Jacksonville
FL
32202
29649088 Regency Centers Corporation
One Independent Drive, Suite 114
Jacksonville
FL
32202
29623250 Rego Park II Borrower LLC
210 Route 4 East
Paramus
NJ
07652
29623251 REI Asheville Rentas, LLC
9553 Harding Avenue, #307
Miami Beach
FL
33154
29623252 Reliance Elm Holdings LLC
120 Marvelle Road
Fayetteville
NY
13066
29785095 Reliance Standard Life Insurance Company
1700 Market Street, Suite 1200
Philadelphia
PA
19103-3938
29785095 Reliance Standard Life Insurance Company
PO BOX 3124
SOUTHEASTERN
PA
19398-3124
29785097 Renew Life Formulas, Inc.
198 Alt. 19 South
Palm Harbor
FL
34683
29785098 Residence Inn Secaucus Hotel
PO BOX 49745
Athens
GA
30604
29785099 Resonant Analytics
5 VAUGHN DR, SUITE 306
Princeton
NJ
08540-
29629696 Resonant Analytics LLC
5 VAUGHN DR, SUITE 306
Princeton
NJ
08540-
29785100 Resource Management Group
PO BOX 616
West Frankfort
IL
62896
29606145 Retail Logistics Excellence - RELEX Oy
C/O BGBC PARTNERS LLP, 135 N Pennsylvania Street,
SUITE 2600
Indianapolis
IN
46204
29606145 Retail Logistics Excellence – RELEX Oy
C/O BGBC PARTNERS LLP, 135 N Pennsylvania Street,
SUITE 2600
Indianapolis
IN
46204
29777791 Retail Next
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29777792 Retail Services WIS Corporation
PO BOX 200081
DALLAS
TX
75320-0081
30183356 RetailNext, Inc.
60 S. Market St Suite 310
San Jose
CA
95113
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 52 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 234 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
30183356 RetailNext, Inc.
60 S. Market St. 10th FI
San Jose
CA
95113
29777797 Return Path, Inc.
3 Park Avenue, 41st Floor
New York
NY
10016
29777798 Revionics, Inc.
2998 Douglas Blvd, Suite 350
Roseville
CA
95661
29791020 Revival Labs
4255 CAMPUS DR. , BOX 4324
IRVINE
CA
92616
29785101 Revolution Tea LLC
5080 N. 40th Street , 375
PHOENIX
AZ
85018
29791022 Revolutionary Technology Nutrition
30 Nixon Lane
EDISON
NJ
08837-
29785103 Rexall Sundown
2100 SMITHTOWN ROAD
RONKONKOMA
NY
11779
29785105 RGH Enterprises, LLC
1810 Summit Commerce Park
Twinsburg
OH
44087
29624222 RGIS, LLC
2000 East Taylor Road
Auburn Hills
MI
48326
29785108 Rhinomed Inc
1311 Vine Street
Cincinnati
OH
45202
29623253 Riceland Owner LLC
4601 Garth Road, Suite 101
Baytown
TX
77521
29676895 RidgeCrest Herbals, Inc.
3683 West 2270 South, Suite #A
Salt Lake City
UT
84120-2306
29623254 Riley Holdings, Ltd.
1246 Rt. 20 East
Norwalk
OH
44857
29777802 RioSoft Holdings, Inc.
9255 Towne Centre Drive, Suite 750
San Diego
CA
92121
29777803 Rise Bar
16752 Millikan
Irvine
CA
92606
29627697 Rishi Tea
185 S. 33rd Court
MILWAUKEE
WI
53208
29777805 Risk Logic Inc.
48 Dimmig Road
Upper Saddle River
NJ
07458-
29777806 Riskified Inc.
220 5th Avenue, 2nd Floor
New York
NY
10001
29623255 Ritchie Interchange LLC
One South Street, Suite 2800
Baltimore
MD
21202
29777808 River Drive Construction Co. Inc.
200 Riverfront Boulevard
Elmwood Park
NJ
07407-
29623256 River Oaks El Mercado, LLC
5678 N. Mesa
El Paso
TX
79912
29623257 Riverchase CC, LP and Mont Belvieu Properties, LLC
945 Heights Blvd.
Houston
TX
77008
29623258 Riverdale Square, LLC
61 West Palisade Avenue
Englewood
NJ
07631
29623259 Rivers Edge RBG, LLC
1598 Imperial Center, Suite 2001
West Plains
MO
65775
29785116 Riverside Logistics, Inc.
5160 Commerce Road
Richmond
VA
23234
29649089 RJ Two Notch LLC
215-15 Northern Boulevard, Suite 301
Queens
NY
11361
29649090 RJFP LLC
635 W. 7th Street, Suite 310
Cincinnati
OH
45203
29649091 RJS Marine Inc.
c/o The Woodmont Company, 2100 W. 7th Street
Fort Worth
TX
76107
29649092 RJSJ LLC
PO Box 235965
Encinitas
CA
92023
29649093 RK Black Rock II, LLC
c/o Regency Centers Corporation, One Independent
Drive
Jacksonville
FL
32202
29649094 Roanoke Venture II, LLC
2870 Peachtree Road NW, #889
Atlanta
GA
30305
29777813 Robert Half International Inc.
101 Hudson Street Suite 2102
Jersey City
NJ
07032-
29649095 Rockfirm, LLC
3100 West End Avenue, Suite 1070
Nashville
TN
37203
29649096 ROGER E HERST
C/O JRJ PROPERTIES LLC, 6671 MACARTHUR
BOULEVARD
Bethesda
MD
20816
29777817 Roland Inc.
3400 West Olympic Blvd
Los Angeles
CA
90019
29777818 Roland Products, Inc.
3400 West Olympic Blvd
Los Angeles
CA
90019
29777819
Roman PBS Acquisition Co LLC, D/B/A Paperless
Business Systems
3131 Elliott Ave, Suite 450
Seattle
WA
98121
29649097 Romney Petroleum Inc
901 Kossuth St
Lafayette
IN
47905
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 53 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 235 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649098
Rookwood Exchange Operating LLC c/o Jeffrey R.
Anderson Real Estate, Inc.
3825 Edwards Road
Cincinnati
OH
45209
29785127 Rooney CV, Inc.
34199A Road 144
Visalia
CA
93292
29649099 Roosevelt Galleria LLC
c/o Acadia Realty Trust, 639 W. Diversey Parkway, Suite
202
Chicago
IL
60614
29623260 Rosedale Commons LP
c/o Tanurb Developments Inc., 128A Sterling Road, Suite
203
Toronto
ON
M6R 2B7
Canada
29623261 Roseville Village L.L.C.
4198 Orchard Lake Road, Suite 250
Orchard Lake Village
MI
48323
29623262 Roslyn Farm Corporation
P.O. Box 727
Colonial Heights
VA
23834
29623263 Rowen Burlington OpCo, LLC
c/o WestCom Properties Inc., 3130 Howe Place, 101
Bellingham
WA
98226
29623264 RREEF AMERICA REIT II CORP. HH
3340 Peachtree Road NE, Suite 250
Atlanta
GA
30326
29785136 RSJ Ventures LLC
PO Box 110871
NAPLES
FL
34108
29785137 RSP Nutrition
4953 SW 71 Pl.
Miami
FL
33155
29785138 RTi Research
3500 Lenox Road NE Suite 1500
Atlanta
GA
30326
29791033 Runa LLC
315 Flatbush Ave , # 431
BROOKLYN
NY
11217
29777826 Rushmore Superfoods, LLC
33971 Selva Road, Suite 240
Dana Point
CA
92629
29777827 Russell Acoustics, LLC
170 Kinnelon Road, Suite 19M
Kinnelon
NJ
07405-
29777829 Ryan Law, LLP
PO BOX 1939
Lowell
AR
72745
29619857 Ryan Maietta
Address On File
29623265 S and V, LLC,
450 Main Street, Suite 200
Pleasanton
CA
94566
29623266 SAB Investments LLC
PO Box 194
Carmel
IN
46082
29785141 Saba Software, Inc.
2400 Bridge Parkway, Redwood Shores
Redwood City
CA
94065
29623267 Saber Riverhead58, LLC
c/o Saber Real Estate North LLC, 2453 Route 6
Brewster
NY
10509
29785143 Sabona of London Unlimited, Inc.
609 Davis Blvd.
Sikeston
MO
63801
29785144 SafeSourcing Inc.
28150 North Alma School Parkway, Suite 103/283
Scottsdale
AZ
85262
29783723 SAGE Engineering Services Ltd.
1200 SPEERS ROAD
OAKVILLE
ON
L6L2X4
Canada
29783724 Sahah Naturals Inc.
2244 46th Avenue
Lachine
QC
H8T 2P3
Canada
29791037 Sahale Snacks, Inc.
3411 S. 120 Place, STE 100
Seattle
WA
98168
29785150 Sambazon, Inc.
1160 Calle Cordillera
San Clemente
CA
92673
29623268 Samson Development Company, L.P.
636 Old York Road, 2nd Floor
Jenkintown
PA
19046
29777833 Samson Distributing, Inc.
2309 A Street
Santa Maria
CA
93455
29777835 Sancilio & Company, Inc.
3874 Fiscal Ct., Suite 200
Riviera Beach
FL
33404
29649101 Sang Rim Hwang & Chang Sook Hwang
1212 V St NW
Auburn
WA
98001
29777838 Santa Barbara Essential Foods LLC
233 E. Gutierrez Street
Santa Barbara
CA
93101
29649102 Santa Rita GRF2, LLC
973 Lomas Santa Fe Drive
Solana Beach
CA
92075
29649103 Santikos Legacy, LLC
4630 North Loop 1604 W., Suite 501
San Antonio
TX
78249
29777842 Sanz Branz, LLC
83 Dumbarton Dr.
Delmar
NY
12054
29649104 Sauer Properties Inc.
2000 West Broad Street
Richmond
VA
23220
29649105 Saugus Hillside Realty
c/o The Gutierrez Company, 200 Summit Drive, Suite 400 Burlington
MA
01803
29785152 Savesta LifeSciences Inc.
9582 Topanga Canyon Blvd
Chatsworth
CA
91311
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 54 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 236 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649106 Sayville Plaza Development LLC
500 Old Country Road, Suite 200
Garden City
NY
11530
29785158 Scales Industrial Technologies, Inc.
185 Lackawanna Avenue
West Paterson
NJ
07424-
29649107 SCC Nassau Park Pavilion NJ LLC
3300 Enterprise Parkway
Beachwood
OH
44122
29791042 Schaefer Systems International, Inc.
10125 Westlake Dr., PO Box 7009
Charlotte
NC
28273
29785161 Schmidt's Deodorant
5527 SE 71ST Ave
Portland
OR
97206
29785163 Schreiber Translations, Inc.
51 Monroe Street, Suite 101
Rockville
MD
20850
29777846 Schwabe
825 Challenger Drive
Green Bay
WI
54311
29777846 Schwabe North America
825 Challenger Drive
Green Bay
WI
54311
29777847 Schwabe North America, Inc.
9672 Sweetleaf St
Orlando
FL
32827-6804
29777849 Scitec USA Inc.
17470 N. Pacesetter Way
Scottsdale
AZ
85255
29777850 Scivation, Inc.
1448 Industry Drive
Burlington
NC
27215
29777851 Scotlynn
15671 San Carlos Blvd
Fort Myers
FL
33908
29777852 Scott Budd and Associates
PO BOX 460664
CENTENNIAL
CO
80015
29645304 Scott Devlin
Address On File
29791043 ScoutRFP, Inc.
318 Brannan Street, 1st Floor
San Francisco
CA
94107
29649108 SDBUCKS, LLC
1901 Avenue of the Stars, Suite 630
Easley
SC
29640
29785166 SDC Nutrition Inc.
170 Industry Drive
Pittsburgh
PA
15275
29649109 Sea Island-Staples LTD
900 Isom Road, Suite 200
San Antonio
TX
78216
29649110 Seafield Capital Partners II, LLC
1345 Ranch Road
Encinitas
CA
92024
29785171
Secure Talent, Inc. dba Eastridge Workforce
Management
PO Box 512220
Los Angeles
CA
90051-0220
29785173 Securitas Security Services USA, Inc.
20465 State Highway 249 Suite 400
Houston
TX
77070
29649111 SED Development LLC
Eagle Ranch Center, 500 4th Street NW, Suite 200
Albuquerque
NM
87102
29785176 See.Spark.Go
815 N. CRAIG PL
Addison
IL
60101
29623269 SEI Buckhead Square One, LLC
c/o Selig Enterprises Inc., 1100 Spring Street N.W., Suite
550
Atlanta
GA
30309
29777857 SEI, Inc.
6499 S. Kings Ranch Rd. #6-80
Gold Canyon
AZ
85118
29777858 Seitenbacher America, LLC
11505 Perpetual Drive
Odessa
FL
33556
29791047 Select Staffing
999 NORTH PLAZA DRIVE, SUITE200
Schaumburg
IL
60173
29627693 Sencha Naturals
1101 Monterey Pass Rd
Monterey Park
CA
91754
29777862 Sensible Organics Inc.
3740 W. 4th Avenue
Beaver Falls
PA
15010
29783725 Sequel Naturals Inc.
33-1833 Coast Meridian Road
Port Coquitlam
BC
V3C6G5
Canada
29777864 Set and Service Resources, LLC
2101 91st Street
North Bergen
NJ
07047-
29623270 Setter Partners, LLC
244 W 39th St., 4th Fl.
New York City
NY
10018
29785177 Seven Oaks Ranch Inc
2568 Channel Drive
VENTURA
CA
93003
29623271 SGH & Associates
4267 Marina City Drive, #100 W
Marina del Rey
CA
90292
29785182 SHANGHAI TONGHAO INDUSTRY LTD
PO BOX 935723
Atlanta
GA
31193-5723
29791050 Shark Food Supplements Trading LLC
Shop #12, Mezzanine Floor, Sabkha Street, Al Owais
Tower
Deira, Dubai
28394
United Arab Emirates
29791051 Shaw Industries, Inc.
MAIL DROP - 999, PO BOX 630862
CINCINNATI
OH
45263-0862
29604435 Shea Terra Organics
101 E Executive Drive
Sterling
VA
20166
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 55 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 237 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29785188 Sheer Strength Labs, LLC
7509 Manchaca St, Suite 201
Austin
TX
78754
29777867 SheerID, Inc.
2451 Willamette Street
Eugene
OR
97405
29623272 Shelby Boulevard Fiftynine LLC
300 Park Street, Suite 410
Birmingham
MI
48009
29623273 Shelbyville Road Plaza LLC
c/o Hagan Properties Inc., 12911 Reamers Road
Louisville
KY
40245
29623274 Sher Lane LLC
4957 Lakemont Blvd. SE, #C4-11
Bellevue
WA
98006
29777871 Sheraton Lincoln Harbor Hotel
ATT WENDY GONZALEZ, 500 HARBOR BLVD
WEEHAWKEN
NJ
07086-
29777874 SHI
PO Box 952121
Dallas
TX
75395
29629802 SHI International Corp
PO Box 952121
Dallas
TX
75395
29629802 SHI International Corp.
290 Davidson Avenue
Somerset
NJ
08873-
29777877 SHIBARI WANDS
28348 Constellation Road, #850
Valencia
CA
91355
29777878 Shikai Products
PO BOX 2866
SANTA ROSA
CA
95405
29785190 Shine Engineering, P.A.
6 Renshaw Drive
Montville
NJ
07045-
29623275 Shirazee, LLC Parviz and Maudie Samiee, Trustees
2418 13th Street SE
Salem
OR
97302
29785194 Shire City Herbals Inc.
15 Commercial Street
Pittsfield
MA
01201-
29785195 ShopperTrak RCT Corporation
233 South Wacker, Suite 4100
Chicago
IL
60606
29623276 Shoppes at Tower Place LLC
2530 Scottsville Rd., Suite 21
Bowling Green
KY
42104
29623277 Shops at St. Johns LLC
225 W. Washington Street
Indianapolis
IN
46204
29623278 Shore Creek, LLC
21650 Burbank Blvd # 110
Los Angeles
CA
91367
29777881 Shoreline Fruit LLC
10850 E Traverse Hwy.
Traverse City
MI
49685
29777882 Shoutlet, Inc.
One Erdman Place, Suite 102
Madison
WI
53717
29777883 Shred-it USA ELC
5780 S. 40th Street, Suite 1
Phoenix
AZ
85040
29777884 Shred-it USA LLC
5780 S. 40th Street, Suite 1
Phoenix
AZ
85040
29777887 SI03, Inc.
P.O. Box 1715
Cape Girardeau
MO
63702
29649112 Siblings Enterprises Ltd.
49 Ocean Drive
Jupiter
FL
33469
29777889 Sibu, LLC
1098 S Union Avenue
Midvale
UT
84047
29785201 Siddha Flower Essences, LLC
21225 Pacific Coast Hwy, Suite B
Malibu
CA
90265
30227697 Sidecar Interactive, Inc.
114 South 13th Street, 3rd Floor
Philadelphia
PA
19107
29649113 Siegen Lane Properties LLC
c/o Olshan Properties, 600 Madison Avenue, 14th Floor
New York City
NY
10022
29606249 Siena II Holdings LP
c/o Laurich Properties Inc., 10655 Park Run Drive, SU
160
Las Vegas
NV
89144
29785206 Sierra Sage Herbs
PO BOX 435
Lyons
CO
80540
29785207 Sierra Sage Herbs LLC
PO Box 439
LYONS
CO
80540
29785209 Silicon Valley Pricing, LLC
119 El Altillo
Los Gatos
CA
95032
29649115 Silverman Properties LP
PO Box 50378
Nashville
TN
37205
29785213 Similasan Corp.
1745 Shea Center Dr. Suite 380
Highlands Ranch
CO
80129
29777891 Simple Mills Inc
444 N Wells St , 203
CHICAGO
IL
60654
29777892 Simply 7 Snacks
11300 S. Sam Houston Pkwy W.
HOUSTON
TX
77031
29777893 Simply Gum
270 Lafayette Suite 1301
New York
NY
10012
29791059 Simply Solutions LLC
2949 Venture Drive , Suite 170
Janesville
WI
53546
29777895 Since Cite LLC
2101 hongleaf To
BLAC
NJ
35243
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 56 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 238 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29777896 Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Cockeysville
MD
21030
29777897 Sinclair Institute
402 Millstone Drive
HILLSBOROUGH
NC
27278
29777899 Single Touch Interactive, Inc.
1200 Wright Ave
Richmond
CA
94804
29777900 Sinister Labs LLC
275 Commerce St, Suite 100
Southlake
TX
76092
29649116 SIPOC Associates TIC
7978 Cooper Creek Boulevard, Suite # 100
Bradenton
FL
34201
29785215 Sipp Eco Beverage Company
PO Box 159
Uwchland
PA
19480
29604485 Six Foods LLC
1885 Mission Street
SAN FRANCISCO
CA
94103
29785221 Skinnygirl Nutritional Concepts LLC
221 South Cherokee St.
Denver
CO
80223
29785223 Skoop, LLC
2438 30th Street
Boulder
CO
80301
29649117 SKY BOYNTON HOLDINGS LLC
763 Raleigh Street
Woodmere
NY
11598
29777902 Slickdeals, LLC
6010 S. Durango Dr., Suite 200
Las Vegas
NV
89113
29777904 SLIQUID, LLC
2544 IRVING BLVD.
DALLAS
TX
75207
29649118 SLJ Realty LLC
1385 Broadway, Suite 1407
New York City
NY
10018
29777908 Small World Trading Co.
15 A Koch Road
Corte Madera
CA
94925
29649119 Smart Growth-Spartanburg, LLC
c/o Rimrock Companies, 343 NW Cole Terrace, Ste 201
Lake City
FL
32055
29777910 Smart Wear Group LLC
1705 Singleton Ave
Austin
TX
78702
29777911 SmartBargains, Inc.
20 Channel Center - 3rd Floor
Boston
MA
02210-
29785227 Smartgroup M. Nilsson AB
Skrapan 1890
Vasteras
72210
Sweden
29627757 SmartyPants, Inc.
827 Marco Place
Venice
CA
90291
29785229 Smash My Trash
925 W. 127th Ste 100
Avondale
AZ
85323
29785230 SmashMallow, LLC
153 W Napa Street
Sonoma
CA
95476
29791062 Smith Arnold Partners
3 LANDMARK SQUARE, SUITE 520
Stamford
CT
06901-
29791063 Smitty Bee Honey
208 Main Ave, PO219
Defiance
IA
51527
29791063 Smitty Bee Honey
208 Main St.
Defiance
IA
51527
29785235 SNAC System, Inc.
1551 INDUSTRIAL RD.
SAN CARLOS
CA
94070
29785236 Sneakers Plus
318 HIGHWAY 202 NORTH
Flemington
NJ
08822-
29785237 SNI LLC
220 Smith St.
FARMINGDALE
NY
11735
29650103 Snowflake Inc.
450 Concar Drive
San Mateo
CA
94402
29785239 SO Ten. LLC
5129 SUNSET RIDGE LN
LIBERTY TWP
OH
45011
29777912 SoapBox Soaps
226 N Adams Street, Floor 2
Rockville
MD
20850
29606264 Social Edge Consulting, LLC
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29606264 Social Edge Consulting, LLC
7 Stark Drive
Robbinsville
NJ
08691-
29777918 SOFAR Americas, Inc.
141 H Street, STE A
Petaluma
CA
94952
29649120 Somerset Shoppes Fla LLC
8903 Glades Road, Unit A-14
Boca Raton
FL
33434
29777921 Somersets USA, LLC
65 Pleasant Street
Cohasset
MA
02025-
29777922 SORA Laboratories, LLC
15366 U.S. Highway 160
Forsyth
MO
65653
29777923 SOTRu.LLC
697 N. Denver Ave
Loveland
CO
80537
29649121 South Merrick Road Corp.
12-A Filmore Place
Freeport
NY
11520
29785241 South Pacific Elixirs, LLC.
7559 Woodshire Cove
Scottsdale
AZ
85258
29649122 South Park Mall Realty LLC
c/o Namdar Realty Group, 150 Great Neck Road, Suite
304
New York City
NY
11021
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 57 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 239 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29623279 South Plainfield Properties, L.P.
c/o National Realty & Development Corp., 225 Liberty
Street, 31st Floor
New York City
NY
10281
29623280 South Shore Mall Realty LLC
150 Great Neck Road, Suite 304
New York City
NY
10021
29623281 Southpark Retail LLC
c/o Carnegie Companies, 6190 Cochran Rd, Suite A
Solon
OH
44139
29785249 Southport Services Group, LLC
20098 ASHBROOK PLACE, SUITE 220
Ashburn
VA
20147
30202825 SP EAST, LLLP
c/o Baker and Lassiter, 3350 Riverwood Parkway, Suite
1800
Atlanta
GA
30339
29630289 Spacee, Inc.
3752 ARAPAHO RD
Addison
TX
75001
29777925 Spark:red, Inc.
11241 Willows Rd. N.E., Suite 220
Redmond
WA
98052
29777926 Sparklehearts LLC
16364 UNDERHILL LANE
HUNTINGTON BEACH
CA
92647
29623282 Sparrow Ridge Properties, LLC
1835 Knapp Drive
Crest Hill
IL
60403
29777928 Sparta Nutrition LLC
25 Pier Ln W
FAIRFIELD
NJ
07004-
29777929 Spartan Brands, Inc.
451 Park Avenue South Fifth Floor
New York
NY
10016
29777932 Spencer Stuart
353 N. CLARK, SUITE 2400
Chicago
IL
60654
29777933
Spencer Technologies, Inc. d/b/a Certified Retail
Solutions
One Quality Way
Dover
NH
03820-
29777934 SPI West Port, Inc
377 Swift Ave
South San Francisco
CA
94080
29785252 Spiceologist, Inc.
125 S. Cowley St.
Spokane
WA
99202
29783726 SpiderTech Inc.
115 Riesston Road
Toronto
ON
M1F 4W9
Canada
29791071 SPINS LLC
222 W HUBBARD STREET, SUITE 300
Chicago
IL
60654
29785255 Sport Specifics, Inc.
168 Solon Road
Chagrin Falls
OH
44022
29785257 Sports Nutrition International
10100 NW 116th Way Suite #10
Medley
FL
33178
29785257 Sports Nutrition International
1401 BUCHANAN RD
Evansville
IN
47720
29792737 Sports Research Corporation
784 W. Channel St.
SAN PEDRO
CA
90731
29785259 Spray Innovations, LLC
39 Long View Road
Trabuco Canyon
CA
92679
29623283 Spring Mall Square LLC
c/o Fried Companies Inc., 5924 Fried Farm Road
Crozet
VA
22932
29623284 Spring Ridge LP
217 W. Springville Road
Boiling Springs
PA
17007
29623285 Springdale Pointe LLC
c/o Thompson Thrift Development Inc., 901 Wabash Ave.
Suite 300
Terre Haute
IN
47807
29623286 Springinvest LLC
c/o Eurinvest, 407 Lincoln Road, Suite 8
Miami Beach
FL
33139
29785264 Sprocket Staffing Services
35 Colby Avenue
Manasquan
NJ
08736-
29777935 Sprout a Revolution, Inc.
386 Troutman Street, 2R
Brooklyn
NY
11237
29777936 Sprout Social, Inc.
131 S. Dearborn Street, Suite 700
Chicago
IL
60603
29625598 SPS Commerce
500 Harmon Meadow Blvd
Secaucus
NJ
07094-
29629843 SPS Commerce, Inc.
500 Harmon Meadow Blvd
Secaucus
NJ
07094-
29777941 Squarebar
2420 Central Avenue, #3
Alameda
CA
94501
29777942 Squatty Potty, LLC
1664 S. Dixie Drive, Ste F102
Saint George
UT
84770
29623287 SRK Lady Lake 21 SPE, LLC
4053 Maple Road, Suite 200
Buffalo
NY
14226
29623288 SSK Investments, Inc.
1600 Executive Parkway, Suite 110
Eugene
OR
97401
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 58 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 240 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649123
SSS Eldridge Marketplace, LLC, SSS Eldridge Town Center
LLC, SSS Eldridge Square Investors LLC, SKJ Eldridge
Square LLC, Peach Eldridge LLC
c/o Wu Properties Inc., 3657 Briarpark Drive, Suite 188
Houston
TX
77042
29785270 St. Louis Cardinals, LLC
1 Timber Valley Cove
Little Rock
AR
72204
29785271 ST. TROPICA Inc.
5348 Vegas Drive Suite 1487
Las Vegas
NV
89108
29649124 Stafford Park Commercial IILLC
500 Barnegat Boulevard North, Building 100
Barnegat Township
NJ
08005
29649125 STAG Industrial Holdings, LLC
c/o STAG Avondale, One Federal Street, 23rd floor
Boston
MA
02110
29649127 Stanley J. Kozicki dba SK Holdings - Wilmington, L.L.C.
31104 Mills Chase Drive
Lewes
DE
19958
29777946 Star Industries, LLC d/b/a STAR Building Services
167 Avenue at the Common
Shrewsbury
NJ
07702-
29777947 Star Nutrition Inc dba Incrediwear
3120 Thorntree drive
Chico
CA
95973
29777948 StarChem Labs
2035 New Highway
Farmingdale
NY
11735
29777949 Starco Impex, Inc.
2710 S. 11th Street
Beaumont
TX
77701
29649128 Starjack Investments L.L.C.
1349 S. Rochester Road, Suite 210
Rochester
MI
48307
29649129 Staten Island Richmond Avenue, LLC
Attn: Legal Department, 7248 Morgan Road, PO Box 220 Liverpool
NY
13088
29791079 Stavitsky & Associates LLC
350 PASSAIC AVENUE
Fairfield
NJ
07004-
29777954 SteadFast Digital LLC
48 MOLLY PITCHER DRIVE
MANALAPAN
NJ
07726-
29777956 Stearns Product Inc. dba Derma E
2130 Ward Ave
Simi Valley
CA
93065
29785277 Stepan Specialty Products LLC
100 West Hunter Avenue
Maywood
NJ
07607-
29785278 Stephanie Valente
Address On File
29785279 Sterling Infosystems, Inc.
NEWARK POST OFFICE, PO BOX 35626
Newark
NJ
07193-5626
29785280 Sterling Technology
NEWARK POST OFFICE, PO BOX 35626
Newark
NJ
07193-5626
29785281 Steven Di Salvatore
Address On File
29649130 Stevenson Investors, LLC
2187 Newcastle Ave, Suite 202
Cardiff-by-the-Sea
CA
92007
29606319 STIBO Systems
3200 WINDY HILL RD SE SUITE 1200W
Atlanta
GA
30339
29791085 STICKY BE APPARELS
1112 Montana Ave , 371
Santa Monica
CA
90403
29649131 Stony Brook Realty, LLC
3201 N Federal Highway, # 301
Fort Lauderdale
FL
33306
29785289 Stored Value Solutions, a division of Comdata Inc.
101 Bullitt Lane, Suite 305
Louisville
KY
40222
29777958
Strategic Cost Control, Inc., d/b/a Corporate Cost
Control, an Experian company
475 Anton Boulevard
Costa Mesa
CA
92626
29777963 Strategic Products Group, Inc.
450 Van Pelt Lane
Pensacola
FL
32505
29777964 StrategIQ Commerce LLC
217 N JEFFERSON STREET, 3RD FLOOR
Chicago
IL
60661
29777965 Stretch Wrap Systems Inc.
65 ABERDEEN ROAD
York
PA
17406
29777966 Structural Plastics Corporation
3401 Chief Dr
Holly
MI
48442
29777967 Suddath Relocation Systems of New York, Inc.
20 Hanes Drive
Wayne
NJ
07470-
29783753 Sudic AS Tassone Enterprises
Runebergsgatan 8
Stockholm
11345
Sweden
29783755 Sudio AB
Runebergsgatan 6
Stockholm
11345
Sweden
29783756 Sudio AB Tassone Enterprises
Runebergsgatan 6, 1250 Arroyo Way #320
Stockholm
11345
Sweden
29785291 Suki Inc.
99 Industrial Dr.
Northampton
MA
01060-
29791089 Suluta Corp
56 E PINE STREET, SUITE 301
Orlando
FL
32801
29785293 Suluta Corp DBA AffiliateManager.com
1126 Wilde Drive
Celebration
FL
34747
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 59 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 241 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29785293 Suluta Corp DBA AffiliateManager.com
2101 91st Street
North Bergen
NJ
07047-
29791090 Sun Brothers dba Sunwarrior
2250 N. Coral Canyon Blvd, Ste. 100
Washington
UT
84780
29785295 Sun Brothers, LLC
2250 N. Coral Canyon Blvd, Ste. 100
Washington
UT
84780
29785296 Sun Chlorella USA
3305 Kashiwa Street
Torrance
CA
90505
29785297 Sun Life Assurance Company of Canada
C/O COLLIERS INTERNATIONAL, 2550 WEST TYVOLA
ROAD, SUITE 300
Charlotte
NC
28277
29785301 Sundesa, LLC
284 South 700 West
Pleasant Grove
UT
84062
29649133 SunflowerMetro, LLC
3191-D Airport Loop Dr.
Costa Mesa
CA
92626
29777969 Sunfood Corporation
1830 GILLESPIE WAY , 101
EL CAJON
CA
92020
29777970 Sunfoods Superfoods
1830 Gillespie Way, Suite 101
El Cajon
CA
92020
30202849 Sunset Plaza, LLC & Sunset Collection, LLC
c/o Gatski Commercial Real Estate Services, 4755 Dean
Martin Drive
Las Vegas
NV
89103
29777974 Sunshine State Trading Company, Inc.
6643 NE 25 AVE
Portland
OR
97211
29777975 Sunsweet Growers
901 North Walton Avenue
YUBA CITY
CA
95993
29901589 Sunwarrior Ventures LLC
2250 N. Coral Canyon Blvd, Ste. 100
Washington
UT
84780
29777977 Super Nutrition
1925 Brush St.
Oakland
CA
94612
29791093 Superior Building Group
2350 SOUTH 7TH STREET, SUITE 200
Saint Louis
MO
63104
29785303 Supplement Safety Solutions, LLC
5312 Thompson Farm
Bedford
MA
01730-
29785305 SupplyOne
90 Packaging Drive, P.O. Box 126
Weyers Cave
VA
24486
29791094 SupplyOne Weyers Cave, Inc.
90 Packaging Drive, PO Box 126
Weyers Cave
VA
24486
29785308 SureSource LLC
20 Constitution Blvd South
Shelton
CT
06484-
29623290 Surprise TC II Holdings LLC
2415 E. Camelback Road, Suite 100
Phoenix
AZ
85016
29785312 Surya Nature
1327 Second Avenue
New Hyde Park
NY
11040
29785313 Sutherland Products, Inc.
203 N 1st Ave.
Mayodan
NC
27027
29785314 Suuna Life Inc DBA Extreme Health USA
1249 Boulevard Way
Walnut Creek
CA
94595
29623291 SVAP II Park North, LLC
302 Datura Street, Suite 100
West Palm Beach
FL
33401
29623292 SVF Riva Annapolis, LLC
c/o American Realty Advisors LLC, 515 South Flower
Street
Los Angeles
CA
90071
29791097 Swan De La Rosa
Address On File
29623293 Swanblossom Investment Limited Partnership
1335 Canton Road Suite D
Marietta
GA
30066
29777984 Sweet Harvest Foods Company
15100 Business Parkway
Rosemount
MN
55068
29777986 Sweet Tree Holdings 1, LLC
One Sweet Tree Lane
Island Pond
VT
05846-
29791098 sweetriot
131 Varick St. , 930
NEW YORK
NY
10013
29777989 Swift Transportation Services, LLC
2200 South 75th Avenue
Phoenix
AZ
85043
29785660 SWISSE WELLNESS INC
1735 W Diveresy Pkwy
CHICAGO
IL
60622
29785661 Switchbacks Entertainment
11 W. Cimarron St.
Colorado Springs
CO
80900
29785662 SWNS Media Group
1111 Sixth Ave #300
San Diego
CA
92101
29785663 Swoffle, LLC
252 Shadyside Ave
Concord
MA
01742-
29785664 Swole Sports Nutrition, LLC
4100 N Powerline RD Suite Z-3
Pompano Beach
FL
33073
29623294 SY WALDORF INVESTMENTS LC
1115 Broadway, 12th Floor
New York City
NY
10010
29627826 Sylvan Bio, Inc.
90 Glade Drive
Kittanning
PA
16201
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 60 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 242 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29785668 Symantec
1621 N Kent St, #706
Arlington
VA
22209
29623295 T Palmdale Mkt CA, LLC
c/o AZT Corporation, 16600 Dallas Parkway, Suite 300
Dallas
TX
75248
29777993 T.E. Neesby, Inc.
9909 N. Meridian Ave.
Fresno
CA
93720
29777994 T2M Consulting Services, Inc
399 Campus Drive, Suite 150
Somerset
NJ
08873-
29623297 Tabib Kashi Partnership
574 West Lancaster Avenue
Bryn Mawr
PA
19010
29627646 Tahiti Naturel USA
24 Commerce Rd , UNIT 24F
FAIRFIELD
NJ
07004-
29777998 TAISTech Corporation
14841 Dallas Parkway, Suite 494
Dallas
TX
75254
29791104 TAISTech LLC
15601 DALLAS PKWY, SUITE 250
Addison
TX
75001
29778000 Taiyo International, Inc.
5960 Golden Hills Drive
Minneapolis
MN
55416
29785315 Takeya USA Corporation
5301 GRANT AVENUE , SUITE 400 CLEVELAND
OH
44125
29785317 Talaria Digital
12400 ALCANZA DR
Austin
TX
78739
29785318 Talent Hub 360 LLC
C/O PARAGON MGMT GRP LLC
276 POST ROAD WEST
SUITE 201
Westport
CT
06880-
29785320 Talon Professional Services
PO BOX 6030
Carol Stream
IL
60197
29791106 Tango Analytics, LLC
6225 N State Hwy. 161, Suite 300
Irving
TX
75038
29785322 TapFwd, Inc.
PO BOX 909
Cherryville
NC
28021
29623298 Tara Acworth Holdings, LLC
c/o Jeffrey Taratoot, 2472 Jett Ferry Road, Suite 400 -
133
Atlanta
GA
30338
29785326 Tax Compliance, Inc.
300 Harmon Meadow Blvd.
Secaucus
NJ
07094-
29785326 Tax Compliance, Inc.
502 CHURCHMANS ROAD
New Castle
DE
19720
29791108 Tax Matrix Technologies, LLC
1011 Mumma Road, Suite 101
Wormleysburg
PA
17043
29791109 TaxStream, LLC
95 River Street, Suite 5C
Hoboken
NJ
07030-
29778002 Taylor C. Wallace of Think Healthy Group
Address On File
29778006 TBK Bank, SSB d/b/a TriumphPay
12700 Park Central Drive, Suite 1700
Dallas
TX
75251
29649134 TCB-Elston, LC
c/o Newport Capital Partners, 353 North Clark Street,
Suite 3625
Chicago
IL
60654
29778009 Tea Forte, Inc.
23 Bradford Street
Concord
MA
01742-
29778010 TEA TREE THERAPY, INC
6019 OLIVAS PARK DR, # E
VENTURA
CA
93003
29785328 Teikametrics, LLC
280 Summer St, 9th Floor
Boston
MA
02210-
30202867 Telvita, LLC
Attn: Thomas Abernathy, 2055 North Brown Road, Suite
225
Lawrenceville
GA
30043
29791112 Temberton Analytics, Inc.
2701 DALLAS PARKWAY
SUITE 550
Plano
TX
75093
29649135 TEMK Investments- Visalia 1 LLC
1265 Martin Ave.
San Jose
CA
95126
30202869 TEN THOUSAND OLDE U.S. 20, LLC,
1428 Albon Rd
Holland
OH
43528
29785337 TENGA USA, Inc.
2807 Oregon Court Unit D-6
Torrance
CA
90503
29645384 Teresa Orth
Address On File
29785339 Terra Kai Organics
3312 157th PL SE
BOTHELL
WA
98012
29778012 Terravate Beauty
2361 Rosecrans Ave, Suite 150
El Segundo
CA
90245
29778015 The American National Red Cross
431 18TH Street NW
Washington
DC
20006
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 61 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 243 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649136 The Atlantic Building LLC
2320 N. Atlantic, Suite 100
Spokane
WA
99205
29778017 The Birds Nest Corp
9855 Business Way
Manassas
VA
20110
29778019 The Bramton Company, LLC
P. O. Box 655450
Dallas
TX
75265-5450
29778020 The Carlson Group, Inc.
350 E 22nd Street
Lombard
IL
60148
29778021 The Chill Group, Inc.
11825 Major Street Suite 106
Culver City
CA
90230
29627835 The Clorox Sales Company
1221 Broadway
OAKLAND
CA
94612
29606359 The Color Run, LLC
1957 South 4800 West
Salt Lake City
UT
84104
29649137 The Commons at Willowbroook Inc.
5910 N. Central Expressway, Suite 1200
Dallas
TX
75206
29785343 The Cookie Department, Inc.
710 Channing Way
Berkeley
CA
94710
29649138 The Crossings at Hobart I LLC
c/o Schottenstein Property Group, 1798 Frebis Avenue
Columbus
OH
43206
29785345 The Curiosity Compass
PO Box 630491
CINCINNATI
OH
45263-0491
29785346 The Die Shop
7302 ADAMS STREET
Paramount
CA
90723
29785347 The Educe Group, Inc.
7201 Wisconsin Avenue, Suite 630
Bethesda
MD
20814
29785348 The Execu|Search Group, LLC
114 NORTH BROAD STREET
Salem
VA
24153
29649139 The Fountains at Farah, LP
8235 Douglas Ave., Suite 900
El Paso
TX
79901
29785351 The Gap-US, LLC
411 Theodore Fremd Avenue, Suite 230
Rye
NY
10580
29783730 The Good Fats Co. LTD
8 Market Street, Suite 600
Toronto
ON
M5E 1M6
Canada
29791116 The Goodkind Group, LLC
6155 Huntley Rd
Suite F
Columbus
OH
43229
29778024 The Hain Celestial Group
58 South Service Road, Suite 250
Melville
NY
11747
29778025 The Herbalist Inc.
2106 NE 65th ST
Seattle
WA
98115
29778026 The Hershey Co.
117 West Napa St. Site
Sonoma
CA
95476
29778029 The Himalaya Drug Company
1101 Gillingham Ln.
Sugar Land
TX
77478
29778030 The Himalayan Drug Company
1101 Gillingham Lane
Sugar Land
TX
77478
29778031 The Honest Company
2700 Pennsylvania Avenue, Suite 1200
Santa Monica
CA
90404
29778032 The Hygenic Corporation
1245 Home Ave
AKRON
OH
44310
29778033 The Isopure Company LLC
195 Engineers Road
Hauppauge
NY
11788
29791117 The John Maxwell Company
2170 Satellite Boulevard, Suite 195
Duluth
GA
30097
29785356 The Midas Exchange, Inc.
825 Seventh Avenue
New York
NY
10019
29785357 The Natural Citizen, LLC
1108 Lavaca St, Suite 110-186
Austin
TX
78701
29785358 The New Primal, LLC
100 Bucksley Lane, Unit 102
Daniel Island
SC
29492
29785359 The Nielsen Company (US), LLC
85 Broad Street
New York
NY
10004
29785360 The Non-GMO Project
1155 N State Street, Suite 502
Bellingham
WA
98225
29785360 The Non-GMO Project
PO Box 5606
Bellingham
WA
98227
29785362 The Numina Group
P.O. Box 490
Fayetteville
TN
37334
29785363 The Partnering Group
8170 Corporate Park Drive, Suite 310
Cincinnati
OH
45242
29791120 The Partnering Group, Inc.
8170 Corporate Park Drive, Suite 310
Cincinnati
OH
45242
29649140 The Philipose Group of Connecticut , LLC
1768 Chaladay Lane
East Meadow
NY
11554
29649141 The Pines Center, LLC
553 East Main Street
Bowling Green
KY
42101
29778034 The Procter & Gamble Distributing LLC
2 P&G Plaza
Cincinnati
OH
45202
29783731 The PUR Company
23 Kodiak Crescent
North York
ON
M3J3E5
Canada
29649142 The Quarry Center, LP
307 Fellowship Road, Suite 300
Mount Laurel
NJ
08054
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 62 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 244 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29778036 The Real Good Foods Company, LLC
6316 Tapanga Canyon Blvd , 2140
WOODLAND HILLS
CA
91367
29649143 The Rosemyr Corporation
231 South Garnett Street
Henderson
NC
27536
29649144 The Shoppes at North Brunswick, L.L.C.
c/o The Azarian Group L.L.C, 6 Prospect Street, Suite 2
Midland Park
NJ
07432
29649145 The Shoppes at Raceway, LLC
ATTN PATTY SCOTT, PO Box 933
Evansville
IN
47706
29623299 The Shubert Organization, Inc.
234 West 44th Street
New York City
NY
10036
29785367 The Tea Spot, Inc.
4699 Nautilus Ct S., Ste. 403
Boulder
CO
80301
29785368 The Terracon Group
5601 S.W. 8th Street
Miami
FL
33134
29785370 The Ultimate Life
P.O. Box 4308
Santa Barbara
CA
93140
29785372 The Uplifters' Prima, PBC
2633 Lincoln Blvd, #224
Santa Monica
CA
90048
29606699 The Weeks-Lerman Group, LLC
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29623300 The Whalen Corp.
1213 Keith Road
Wake Forest
NC
27587
29783732 The Winning Combination USA Inc.
Unit #6 - 1099 Wilkes Ave.
Winnipeg
MB
R3P 2S2
Canada
29785376 The Wiseman Group
2164 ASHTON AVE
Menlo Park
CA
94025
29785377 Theo Chocolate, Inc.
3400 Phinney Avenue N
Seattle
WA
98103
29778046 ThinkFun, Inc.
1321 Cameron Street
Alexandria
VA
22314
29778047 ThinkOperations, LLC
3112 Windsor Rd A342
Austin
TX
78703
29778048 thinkThin LLC
12211 W. Washington Blvd, Suite 120
Los Angeles
CA
90066
29778049 Thirty Three Threads, Inc.
1330 Park Center Drive
Vista
CA
92081
29645268 Thomas Merrihew
Address On File
29778051 Thompson Brands LLC
80 South Vine Street
Meriden
CT
06451-
29791123 ThreeJerks LLC
300 Heron Drive
SWEDESBORO
NJ
08085-
29778053 Threshold Enterprises LTD
P.O Box 775191
CHICAGO
IL
60677-5191
29623301 Thrift-Cascade Investment LLC
808 SW Alder Street, Suite 200
Portland
OR
97205
29778055 Thunderbird Energetica, LLC
PO BOX 684581
Austin
TX
78768
29785381 Tiesta Tea Company
730 N.Fanklin Street , 620
CHICAGO
IL
60654
29645293 Tim Metzgar
Address On File
29623302 Times Plaza Development L.P.
562 State Street
Brooklyn
NY
11217
29623303 Timlin Properties, LLC
6632 Telegraph Road, Suite 320
Bloomfield Hills
MI
48301
29791127 Timmons Group
1001 Boulders Parkway, Suite 300
Richmond
VA
23225
29623304 TKG Paxton Towne Center Development, L.P.
215 N. Stadium Boulevard, Suite 201
Columbia
MO
65203
29785390 TMK II Limited Partnership
2711 Lemon Tree Lane
Charlotte
NC
28211
29623306 TMO Lincolnwood AM, LLC
C/o Prodigy Real Estate Group, 223 W. Jackson Blvd.
Chicago
IL
60606
29603082 T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue
WA
98006
29778057 To Go Brands
65 East Ave 3rd floor
Norwalk
CT
92121
29791129 To-Go Ware
743 Addison Street, Suite A
Berkeley
CA
94710
29623307 Toma Investments, LLC
11801 Larkins
Brighton
MI
48114
29778062 Tomar Industries, Inc.
300 Commerce Dr.
Freehold
NJ
07728-
29778063 Tommie Copper, Inc.
74 South Moger Avenue
Mount Kisco
NY
10549
29778064 Tom's Of Maine
302 Lafayette Center
Kennebunk
ME
04043-
29778065 Tone it Up, Inc.
1110 Manhattan Avenue
Manhattan Beach
CA
90266
29778066 Top Secret Nutrition, LLC
11341 Interchange Circle S.
Miramar
FL
33025
29785392 Topical BioMedics, Inc.
PO Box 494
Rhinebeck
NY
12572
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 63 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 245 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29791333 Trace Minerals Opco LLC
1996 W. 3300 S
Ogden
UT
84401
29785396 Trader Joe's Company
PO Box 71770
Chicago
IL
60694-1770
29785398 Training Mask LLC
1140 Plett Rd
CADILLAC
MI
49601
29791130 Trane U.S. Inc.
19 Chapin Rd, Building B Suite 200
Pine Brook
NJ
07058-
30181887 Trans American Information Systems Inc. d/b/a Mastek
15601 Dallas Pkwy, Suite 250
Addison
TX
75254
29791131 Tranxition Corporation
516 SE Morrison St, Suite 242
Portland
OR
97214
29778067 Trilliant Food & Nutrition, LLC
1101 Moasis Drive
Little Chute
WI
54140
29778068 Trimr LLC
230 South 500 West, Suite 245
Salt Lake City
UT
84101
29623308 Trindle Run LLC
Bennett Williams Realty Inc., 3528 Concord Road
York
PA
17402
29623309 Trinity Properties, LLC
PO Box 445
Raymond
ME
04071
29791133 Triple Leaf Tea, Inc.
1564 Rollins Road, Suite 1
Burlingame
CA
94010
29649146 TRM Venture Real Estate, LLC
2409 West 104th Street
Chicago
IL
60655
29627828 TRP Company, Inc.
1575 Delucchi Lane, Suite 115
Reno
NV
89502
29778076 TRR Enterprises Inc.
14851 South 27th Street
Phoenix
AZ
85048
29778077 Tru Table
8954 SE Bridge Road
HOBE SOUND
FL
33455
29778078 TRUDERMA, LLC
8840 W. RUSSELL RD. STE. 245
LAS VEGAS
NV
89148
29791135 TRUE NATURE GROUP INC
13611 NE 126th Place , 200
Kirkland
WA
98034
29783733 True North Nutrition Limited
88 East Beaver Creek Road, Building A, Unit 1
Richmond Hill
ON
L4B 4A8
Canada
29785406 Truly Natural Marketing
90 Main St.
Bradford
NH
03221-
29649147 Truse Plaza LLCc/o Fogelman Investment Company
c/o Fogelman Investment Company, 744 South White
Station Road
Memphis
TN
38117
29649148 Truss Greenwood IN LLC
c/o Schottenstein Property Group, 4300 E. Fifth Ave.
Columbus
OH
43219
29649149 TSO Winchester Station, LP
1170 Peachtree Street, Suite 2000
Atlanta
GA
30309
29783759 Tuan Hoang Anh
Address On File
29649150 Turkey Creek Holdings, LLC
c/o Pine Tree Commercial Realty LLC, 814 Commerce
Drive, Suite 300
Oak Brook
IL
60523
29649151 Turnersville Landing, LP
100 Front Street, Suite 506
Conshohocken
PA
19428
29649152 Tuskatella LLC
P.O. Box 5544
Orange
CA
92863
29649153 TVS & Associates (Charleston), LLC
1620 Scott Avenue
Charlotte
NC
28203
29649154 Two Nuts LP et al. c/o Midwood
430 Park Ave., 2nd Floor
New York City
NY
10022
29649156 Tyler Broadway/Centennial LP
2525 McKinnon Street, Suite 710
Dallas
TX
75201
29649157 Tyrone Enterprises, LLC
5576 Bridgetown Road
Cincinnati
OH
45248
29778083 U.S. Bank National Association
550 South Tryon Street 14th Floor
Charlotte
NC
28202
29778084 U.S. Doctors' Clinical
15568 Brookhurst Street STE 374
Westminster
CA
92683
29778085 UAS Laboratories
555 N 72nd Avenue
WAUSAU
WI
54401
29792789 Uber Freight US LLC
105 S Chestnut St
Chicago
IL
60696
29623310 UE Gateway Center LLC
210 Route 4 East
Paramus
NJ
07652
29623311 UE Tonnelle Commons LLC
210 Route 4 East
Paramus
NJ
07652
29785417 Ultima Health Products, Inc.
PO Box 444
Southampton
NY
11969
29791140 Ultimate Nutrition, Inc.
PO BOX 643, 21 Hyde Road
Farmington
CT
06032-
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 64 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 246 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29785419 Ultimate Superfoods, Inc.
5455 Endeavour Court
Moorpark
CA
93021
29785420 Ultra Laboratories, Inc.
20611 Belshaw Ave.
Carson
CA
90746
29785421 Ultralab Nutrition, Inc.
3100 NW Boca Raton Blvd. #213
Boca Raton
FL
33431
29785424 Union of Orthodox Jewish Congregations of America
11 Broadway, 13th Floor
New York
NY
10004
29785426 United Laboratories Manufacturing, LLC
1541 Champion Drive
Carrollton
TX
75006
29604455 United Natural Foods, Inc.
313 Iron Horse Way
Providence
RI
02908-
29630045 UNITED PARCEL SERVICE
PO BOX 650116
DALLAS
TX
75265-0116
30282137 United Parcel Service, Inc.
643 W 43rd St.
New York
NY
10036
29627759 UNITREX LTD
5060 Taylor Rd.
CLEVELAND
OH
44128
29778091 Universal Biosciences
500 Wall Street
GLENDALE HEIGHTS
IL
60139
29778092 Universal Nutrition
3 Terminal Road
New Brunswick
NJ
08901-
29623312 Universal Park
5 River Park Place West, Suite 203
Fresno
CA
93720
29778094 University of Phoenix, Inc.
4025 South Riverpoint Parkway
Phoenix
AZ
85040
29778097 UpSpring, Ltd.
4209 South Industrial Dr. Suite 200
Austin
TX
78744
29778100 UPTIME Energy, Inc.
7930 Alabama Ave
Canoga Park
CA
91304
29785430 UR Energy, Inc.
210 Clay Avenue, Suite 380
Lyndhurst
NJ
07071-
29623313 Urban Edge Properties LP
210 Route 4 East
Paramus
NJ
07652
29785432 Urban Moonshine, Inc.
1 Mill Street Suite 110
Burlington
VT
05401-
29785435 USA Truck, Inc.
3200 Industrial Park Rd.
Van Buren
AR
72956
29623314 USPG PORTFOLIO FIVE LLC
PO BOX 64-3906
Cincinnati
OH
45264
29785437 USPlabs, LLC
10761 King William Drive
Dallas
TX
75220
29785441 Utrition, LLC
247 State Route 12
Flemington
NJ
08822-
29785442 V.S. Royal Jelly/Honey Farm Inc
2774 N 4351 Road
Sheridan
IL
60551
29623315
VA C 12266 Jefferson, LLC, as to an undivided 30.96%
interest
VA T 12266 Jefferson, LLC, as to an undivided 48.87%
interest, and VA FT 12266 Jefferson, LLC, as to an
undivided 20.17% interest, Virginia Management Entity
LLC as Managing Agent, 4910 W. 1st Street
Los Angeles
CA
90004
29623316 VAA Improvements, LLC
565 Taxter Road
Elmsford
NY
10523
29778103 Val Vasilet Vital Products LLC
515 27th St E. Suite 7
Bradenton
FL
34208
29778106 Valassis Direct Mail, Inc
PO Box 7678
San Francisco
CA
94120
29778106 Valassis Direct Mail, Inc.
PO BOX 200324
Dallas
TX
75320-0324
30202915 VALLEY STREAM GREEN ACRES
2034 Green Acres Mall
Valley Stream
NY
11581
29623317 Vann Drive Partners
1001 Greystone Square
Jackson
TN
38305
29778110 Vantage One Tax Solutions, Inc.
6310 LBJ Freeway, Ste. 208
Dallas
TX
75240
29785444 Vaswani Inc
75 CARTER DRIVE
Edison
NJ
08817-
29623318 VBNET Investments I, LLC
33478 US Highway 19 North
Palm Harbor
FL
34684
29785448 VDF FutureCeuticals, Inc.
2692 N. State Rt. 1-17
Momence
IL
60954
29785448 VDF FutureCeuticals, Inc.
300 Harmon Meadow Blvd.
Secaucus
NJ
07094-
29785453 Vector Security, Inc.
2000 Ericsson Drive
Warrendale
PA
15086
29623319 VEI Manager LLC
605 South Eden Street, Suite 250
Baltimore
MD
21231
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 65 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 247 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29649158 Ventura Gateway LLC
c/o Robertson Properties Group, 120 North Robertson
Boulevard, 3rd Floor
Los Angeles
CA
90048
29778115 Vera Roasting Company, Inc.
75 Congress St, STE L05
Portsmouth
NH
03801-
29649160 VEREIT Real Estate, L.P.
VEREIT c/o Realty Income Corporation, 11995 El Camino
Real
San Diego
CA
92130
29627794 Veriditas by Pranarom
2301 Nevada Ave N
MINNEAPOLIS
MN
55427
29606709 Veritiv Operating Company
PO BOX 57006
Los Angeles
CA
90074-7006
29791151 VerMints Inc.
106 Finnell Drive, Unit 19
Weymouth
MA
02188-
29778121 VERO BEACH GRAND OAKS 2 LLC
500 Skokie Blvd
Northbrook
IL
60062
29785456 Vertex, Inc.
1041 Old Cassatt Road
Berwyn
PA
19312
29791153 Vestiage, Inc.
2901 W. Coast Highway, Suite 200
Newport Beach
CA
92663
29649161 VF9 MATT2 LLC
2330 Ponce de Leon Blvd.
Miami
FL
33134
29785460 VH Nutrition
51 Zaca Lane , Suite 90
SAN LUIS OBISPO
CA
93401
29791154 VH Nutrition LLC
51 Zaca Lane Suite 90
San Luis Obispo
CA
93401
29604313 Vibrant Health
1 Waterview Dr , 103
SHELTON
CT
06484-
29649162 Victory Village, LLC
GD Commercial Real Estate Inc., 1381 McCarthy Blvd
Milpitas
CA
95035
29897778 Vida Lifescience, LLC
16691 Noyes Avenue
Irvine
CA
92606
29791158 Vigor S.A.
Teodoro S. Mongelos 3373
Asuncion
1228
Paraguay
29649163 Village at the Mall Holdings LLC
c/o Neyer Management, 3927 Brotherton Road, Suite
200
Cincinnati
OH
45209
29791159 Viobin U.S.A. div of McShares, Inc.
P.O. Box 1460
Salina
KS
67402-1460
29627541 Virgin Pulse, Inc.
139 Newbury Street
Framingham
MA
01701-
29649164 Virginia Center Virginia Associates, L.L.C.
1620 Scott Avenue
Charlotte
NC
28203
29902225 Vital Amine Inc.
1431 Pacific Hwy Suite 4
San Diego
CA
92101
29791162 Vital Pharmaceuticals, Inc.
1600 North Park Drive
Weston
FL
33326
29627781 Vital Planet, LLC
133 Candy Ln.
Palm Harbor
FL
34683
29778132 Vital Proteins LLC
939 W Fulton Market
CHICAGO
IL
60607
29791164 Vitalah LLC
111 Jennings Dr
WATSONVILLE
CA
95076
29778134 Vitalize Labs LLC DBA EBOOST
560 Broadway Ste 606
New York
NY
10012
29785468 Vitamin and Supplement Wholesalers Inc.
3600 W. Commercial Blvd
Fort Lauderdale
FL
33309
29785468 Vitamin and Supplement Wholesalers, Inc.
3600 West Commercial Blvd.
Fort Lauderdale
FL
33309
29785470 Vitamin Friends, LLC
5300 Beethoven Street
Los Angeles
CA
90066
29627795 Vitamin Science, Inc.
755 Park Avenue, Suite 100
Huntington
NY
11743
29627430 Vitamin Shoppe Florida, LLC (f/k/a FDC Vitamins, LLC)
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29785473 Vitamin Shoppe Industries Inc.
2101 91st Street
North Bergen
NJ
07047-
29785474 Vitamin Well USA LLC
3865 Grand View Blvd
Los Angeles
CA
90066
29791169 Vitaminas Y Suplementos, S.A.
Corregimiento de BELLA VISTA, Urbanization MARBELLA,
Edificio TORRE MMG, Apartamento 16
Provincia de PANAMA, Distrito de PANAMA
Calle 53
Panama
29776561
Vitaminas Y Suplementos, S.A. for the Republic of
Panama
Corregimiento de BELLA VISTA, Urbanization MARBELLA,
Edificio TORRE MMG, Apartamento 16
Provincia de PANAMA, Distrito de PANAMA
Calle 53
Panama
29785475 Vitamins International Inc.
6721 Discovery Blvd
Mableton
GA
30126
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 66 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 248 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29791171 Vitanica
PO Box 1299
TUALATIN
OR
97062
29776542 Vitapath Canada Limited
100 King Street West, Suite 6100, 1 First: Canadian Place Toronto
ON
M5X 1B8
Canada
29791173 VitaPath, Inc.
2101 91st Street
North Bergen
NJ
07047-
29791174 Vitargo Global Sciences, LLC
32565 B Golden Lantern St PMB 232
Dana Point
CA
92629
29783740 Vitasalud
Avenida Nuñez De Caceres Esq. Sarasota, Bella Vista
Santo Domingo
Dominican Republic
29776543 VIVO BRAND MANAGEMENT INC.
830 Campbell, Unit 2
Cornwall
ON
K6H 6L7
Canada
29791176 Volo Vitamins LLC
229 East 85th Street, #1614
New York
NY
10028-1614
29791177 VORESNOLD ENTERPRISES LTD
23 Janis Way
SCOTTS VALLEY
CA
95066
29791178 Voss Production AS
236 W 30th st, FL 12
NEW YORK
NY
10001
29791179 VS Camelback LLC
1101-3557 Sawmill Crescent
Vancouver
BC
V5SOE2
Canada
30345485 VS Tempe, LLC
1101-3557 Sawmill Crescent
Vancouver
BC
V5S0E2
Canada
29625055 VSC Fire & Security, Inc.
10343-B KINGS ACRES ROAD
Ashland
VA
23005
29791180 VSC Holdings, Inc.
10516 Route 116, Suite 200
Hinesburg
VT
05461-
29778140 W.B. Mason
300 Harmon Meadow Blvd
Secaucus
NJ
07094-
29778140 W.B. Mason
Lockbox 735178
PO Box 735178
Chicago
IL
60673-5178
29791183 W.S. Badger Co., Inc.
768 Route 10
Gilsum
NH
03448-
29791184 Wakunaga of America Co., Ltd.
23501 Madero
Mission Viejo
CA
92691
29630328 Walker-Clay, Inc.
211 Station Street
Hanson
MA
02341-
29785482 Wal-Mart.com USA, LLC
850 Cherry Avenue
San Bruno
CA
94066
29785482 Wal-Mart.com USA, LLC
850 Cherry Avenue
San Fruno
CA
94066
29649165
Walt Whitman Road, LLC sucessor in interest to Gerald
Kessler
C/o Natural Organics Inc., 548 Broadhollow Road
New York City
NY
11747
29649166 WAOP LLC
721 Boardman-Poland Road
Youngstown
OH
44512
29785486 Warehouse Solutions Inc. d/b/a Intelligent Audit
10025 BUNKUM ROAD
Fairview Heights
IL
62208
29785486 Warehouse Solutions Inc. d/b/a Intelligent Audit
365 West Passaic Street, Suite 455
Rochelle Park
NJ
07662-
29740051 Warren Laboratories LLC
1656 IH 35 S
Abbott
TX
76621
29649167 Watchung UE LLC
210 Route 4 East
Paramus
NJ
07652
29778147 Watkins Incorporated
150 LIBERTY STREET
WINONA
MN
55987
29791190 Wave Naturals Pet Products
Cabot Rd - 117
Laguna Hills
CA
91653
29649168
WBR 27810 Chagrin II, LLC, WRB 27810 Chagrin III, LLC &
RRR Ohio, LLC
2400 Chagrn Blvd., Suite 100
Chagrin Falls
OH
44022
29623320 WCS PROPERTIES BUSINESS TRUST
c/o Greenberg Gibbons, 3904 Boston St., Suite 402
Baltimore
MD
21224
29623321 WDG Dallas, LLC and JSE Dallas, LLC
c/o Weitzman, 3102 Maple Avenue, Suite 500
Dallas
TX
75201
29791192 WEBER LOGISTICS, LLC
13265 Valley Blvd.
Fontana
CA
92335
29623322 Webster Bank
145 Bank Street
Waterbury
CT
06702
29785494 Wedderspoon Organic
334 Central Ave
MALVERN
PA
19355
29623323 Weingarten Northcross JV
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29785500 Wellements LLC
8901 E. Pima Center Parkway, Suite 215
Scottsdale
AZ
85258
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 67 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 249 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29791194 Wellgenix, LLC
118 W. Julie Dr
Tempe
AZ
85283
29623324 Welling Realty, LLC
c/o Carlyle Management Corp, 5355 Town Center Road,
Suite 430
Boca Raton
FL
33486
29778158 Wellington Foods, Inc.
1930 California Avenue
Corona
CA
92881
29623325 Wells Property Number Five, LLC
PO Box 30067
Charlotte
NC
28230
29791195 Wess Hottenstein
Address On File
29791195 Wess Hottenstein
Address On File
29778166 Westech Recyclers
220 S. 9th St. Suite 400B
Phoenix
AZ
85034
29623326 Westgate Marketplace Developers, LLC
7725 W. Reno Ave., Suite 398
Oklahoma City
OK
73127
29623327 Wetmore Plaza Shops, LLC
6298 E. Grant Road, Suite 100
Tucson
AZ
85712
29623328 Wheatland Family Trust
Address On File
29785508 White Cloud Nutrition LLC
PMB 2599
CASTRO VALLEY
CA
94546
29791202 White Egret
950 West Kershaw , D
OGDEN
UT
84401
29623329 Whitestone REIT
c/o Whitestone REIT, 2600 South Gessner Rd
Houston
TX
77063
29791203 Wholesome Sweeteners, Inc.
8016 Highway 90A
Sugar Land
TX
77478
29791204 Wibbitz Inc.
85 Broad St., Flr. 17
New York
NY
10002
29649169 Wig Properties, LLC-LKPL
4811 - 134th Place Southeast
Bellevue
WA
98006
29791205 Wild Squirrel LLC dba/Wild Friends Foods
22265 SW Taylors Drive
Tualatin
OR
97062
29791206 Wiley's Finest LLC
PO Box 1665
Coshocton
OH
43812
29649170 William J. Swanson Trustee of the
PO Box 5129
Ketchum
ID
83340
29649171 Wilshire Yale Enterprises c/o The Eberly Company
8383 Wilshire Blvd. Suite 906
Beverly Hills
CA
90211
29649172 Wilson Amcap II, LLC
c/o AmCap Inc., 333 Ludlow Street, 8th Floor
Stamford
CT
06902
29791207 Windecker Contruction LLC
2101 91st Street
North Bergen
NJ
07047-
29785516 Windecker LLC
39-30 Sycamore Drive
Fairlawn
NJ
07410-
29791208 Windmill Health Products
6 Henderson Drive
West Caldwell
NJ
07006-
29649173 Windsong Indianapolis, LLC
c/o McCrea Property Group, 9102 N Meridian Street,
Suite 230
Indianapolis
IN
46260
29791209 Windsor Marketing Group, Inc.
100 Marketing Drive
Suffield
CT
06078-
29649174 Winston I & II, LLC
P.O. Box 20429
Winston-Salem
NC
27120
29649175 Wiregrass HoldCo, LLC
c/o TriGate Capital, 1717 Main Street, Suite 2600
Dallas
TX
75201
29785524 Wisconsin Specialty Protein, LLC
1605 John Street
Suite 201A
Fort Lee
NJ
07024-
29785525 Wisdom Natural Brands
1203 W. SanPedro Street
GILBERT
AZ
85233
29791212 WishGarden Herbs, Inc.
3100 Carbon Pl. #103
Boulder
CO
80301
29649176 Wishire Plaza Limited Partnership
3333 Richmond Road, Suite 320
Beachwood
OH
44122
29649177 WLM-CB LLC
370 E. Rowland Avenue
Covina
CA
91723
29778181 Wochit, Inc.
12 East 33rd Street, 4th Floor
New York
NY
10016
29778183 WOMEN'S BEST USA, LLC
215 S. Monroe Street, Suite 200
Tallahassee
FL
32301
29649178 Wood Fayette Center, LLC
321 Henry Street
Lexington
KY
40508
29778185 Woodbolt Distribution, LLC.
715 N. Main Street
Bryan
TX
77803
29791216 Woods Bagot
Address On File
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 68 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 250 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29778187 World Nutrition Inc
200 % N. SCOTTSPACE RD, SCOTTSDALE SEVILLE SUITE
103K
SCOTTSDALE
AZ
85253
29778188 World Sports Expo
1920 Booth Circle, Suite 100
Longwood
FL
32750
29778189 World Triathlon Corporation
3407 W. DR. MARTIN LUTHER KING JR. BLVD, SUITE 100 Tampa
FL
33607
29791220 WorldWide/Pure Protein
241 Bellwood Drive
West Mifflin
PA
15122
29623330 WPG Wolf Ranch, LLC
c/o wpg, 4900 East Dublin Granville Road, 4th Floor
Westerville
OH
43081
29623331 WRI Trautmann, LP
c/o Kimco Realty Corporation, 500 North Broadway,
Suite 201
Jericho
NY
11753
29604547 WW International, Inc.
675 Avenue of the Americas
New York
NY
10023
29623333 Wyndham Southlake Retail, LLC
c/o Stonewood Investments, 18484 Preston Road, Suite
208
Dallas
TX
75252
29785538 Xlear Inc.
723 S. Auto Mall Drive, PO BOX 1421
American Fork
UT
84003
29791222 XPO Logistics, LLC
13777 Ballantyne Corporate PL, Suite 400
Charlotte
NC
28277
29791223 XTREME BEAUTY INTERNATIONAL
15400 NW 34 AVENUE
MIAMI GARDENS
FL
33054
29778191 Yerba Prima Inc
740 Jefferson Avenue
Ashland
OR
97520
29778192 YES 18 INC
655 4THE 2ND FLOOR
SAN FRANSVERS
CA
94107
29791226 Yes To Inc.
655 Fourth Street Second Floor
San Francisco
CA
94107
29791227 YogaRat
2703 Pico Blvd
Santa Monica
CA
90405
29623334 Yosemite Park Shopping Center 05 A LLC
c/o ACF Property Management Inc., 12411 Ventura
Boulevard
Studio City
CA
91604
29791228 You Fresh Natural Vending, LLC
3240 Corporate Way
Miramar
FL
33025
29778198 YouBar Inc
597 Monterey Pass Rd
Monterey Park
CA
91754
29778199 YUP Brands LLC
3960 Howard Hughes Pkwy Suite 500
Las Vegas
NV
89169
29604451 Zarbee's Naturals
11650 South State Street #101
Draper
UT
84020
29791231 Zeavision
680-F Crown Industrial Court
Chesterfield
MO
63005
29791232 Zeb Jafri
Address On File
29623335 ZEG Ventures, LLC
3331 Severn Ave., Suite 200
Metairie
LA
70002
29791234 Zeikos
86 Northfield Ave.
EDISON
NJ
08837-
29791236 Zenrin USA, Inc.
1350 Bayshore Highway, Suite 580
Burlingame
CA
94010
29791236 Zenrin USA, Inc.
851 Traeger Avenue Suite 210
San Bruno
CA
94066
29791237 Zhena's Gypsy Tea
6041 Triangle Dr.
Commerce
CA
90040
29785550 Zhou, Inc.
1777 Sun Peak Drive
Park City
UT
84098
29791239 Zing Anything LLC
1760 Wadsworth Rd
Akron
OH
44320
29785552 Zint LLC
334 County Route 49
MIDDLETOWN
NY
10940
29791241 Zionhealth Incorporated
430 E Grand Avenue
South San Francisco
CA
94080
29785554 Zipfizz Corporation
18303 Bothell-Everett Hwy, Suite 140
Mill Creek
WA
98012
29791243 ZOA Energy LLC
5301 Wisconsin Ave. NW Suite 570
WASHINGTON
DC
20015
29627388 Zoho Corporation
4141 HACIENDA DRIVE
Pleasanton
CA
94588-8519
29778209 ZoomInfo
275 Wyman St.
Waltham
MA
02451-
29778210 Zorb Naturals, LLC dba HCP Formulas
2700 N. 3rd St. Suite 2014
Phoenix
AZ
85004
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 69 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 251 of 252
Exhibit D
Affected Contract Counterarties Service List
Served via first class mail
ADRID
NAME
ADDRESS
CITY
STATE POSTAL CODE
COUNTRY
29791246 Zulily, LLC
2601 Elliott Ave, Suite 200
Seattle
WA
98121
29791246 Zulily, LLC
2601 Elliott Avenue
Seattle
WA
98121
In re: Franchise Group, Inc., et al.
Case No. 24-12480 (LSS)
Page 70 of 70
Case 24-12480-LSS Doc 1351 Filed 04/29/25 Page 252 of 252