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COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey 07602-0800 (201) 489-3000 (201) 489-1536 Facsimile Michael D. Sirota, Esq. ([email protected]) Warren A. Usatine, Esq. ([email protected]) David M. Bass, Esq. ([email protected]) Jacob S. Frumkin, Esq. ([email protected]) Proposed Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: SLT HOLDCO, INC., et al., Debtors. 1 Chapter 11 Case No. 20-18368 (MBK) Jointly Administered SCHEDULES OF ASSETS AND LIABILITIES FOR SLT HOLDCO, INC., CASE NO. 20-18368 (MBK) 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification number, as applicable, are as follows: SLT Holdco, Inc. (0403) and Sur La Table, Inc. (3409). The Debtors’ corporate headquarters are located at 6100 4th Avenue South, Suite 500, Seattle, Washington 98108. Case 20-18368-MBK Doc 242 Filed 08/05/20 Entered 08/05/20 18:46:18 Desc Main Document Page 1 of 57

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Page 1: COLE SCHOTZ P.C. Court Plaza North Hackensack, New Jersey … · 2020. 8. 5. · Michael D. Sirota, Esq. (msirota@coleschotz.com) Warren A. Usatine, Esq. ... financial statements

COLE SCHOTZ P.C.

Court Plaza North

25 Main Street

P.O. Box 800

Hackensack, New Jersey 07602-0800

(201) 489-3000

(201) 489-1536 Facsimile

Michael D. Sirota, Esq. ([email protected])

Warren A. Usatine, Esq. ([email protected])

David M. Bass, Esq. ([email protected])

Jacob S. Frumkin, Esq. ([email protected])

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re:

SLT HOLDCO, INC., et al.,

Debtors.1

Chapter 11

Case No. 20-18368 (MBK)

Jointly Administered

SCHEDULES OF ASSETS AND LIABILITIES FOR

SLT HOLDCO, INC., CASE NO. 20-18368 (MBK)

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification

number, as applicable, are as follows: SLT Holdco, Inc. (0403) and Sur La Table, Inc. (3409). The Debtors’

corporate headquarters are located at 6100 4th Avenue South, Suite 500, Seattle, Washington 98108.

Case 20-18368-MBK Doc 242 Filed 08/05/20 Entered 08/05/20 18:46:18 Desc MainDocument Page 1 of 57

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60743/0001-20906806v5

COLE SCHOTZ P.C.

Court Plaza North

25 Main Street

P.O. Box 800

Hackensack, New Jersey 07602-0800

(201) 489-3000

(201) 489-1536 Facsimile

Michael D. Sirota, Esq. ([email protected])

Warren A. Usatine, Esq. ([email protected])

David M. Bass, Esq. ([email protected])

Jacob S. Frumkin, Esq. ([email protected])

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re:

SLT HOLDCO, INC., et al.,

Debtors.1

Chapter 11

Case No. 20-18368 (MBK)

Jointly Administered

GLOBAL NOTES AND STATEMENT

OF LIMITATIONS, METHODOLOGY, AND

DISCLAIMER REGARDING DEBTORS’ SCHEDULES AND STATEMENTS

The Schedules of Assets and Liabilities (collectively, the “Schedules”) and Statements of

Financial Affairs (collectively, the “SOFAs” and, together with the Schedules, the “Schedules

and Statements”) filed by SLT Holdco, Inc. and its wholly-owned subsidiary, Sur La Table,

Inc., as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively,

the “Debtors”), include financial information that is unaudited and was prepared pursuant to

section 521 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and

Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in

conjunction with the Debtors’ management and advisors. Although the Debtors’ management

team has made reasonable efforts to file complete and accurate Schedules and Statements based

upon the information available to it at the time they were prepared, a variety of factors,

including, among other things, the complexity of the Debtors’ business operations, makes it such

that the Schedules and Statements remain subject to further revision and verification by the

Debtors. The Debtors reserve the right to amend their Schedules and Statements from time to

time as may be necessary or appropriate. The Global Notes and Statement of Limitations,

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification

number, as applicable, are as follows: SLT Holdco, Inc. (0403) and Sur La Table, Inc. (3409). The Debtors’

corporate headquarters are located at 6100 4th Avenue South, Suite 500, Seattle, Washington 98108.

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Methodology, and Disclaimer Regarding Debtors’ Schedules and Statements (the “Global

Notes”) are incorporated by reference in, and comprise an integral part of, the Schedules and

Statements and should be referred to and reviewed in connection with any review of the

Schedules and Statements.

The Schedules and Statements have been signed by Jason Goldberger, the Chief

Executive Officer of each Debtor. In reviewing and signing the Schedules and Statements, Mr.

Goldberger necessarily has relied upon the efforts, statements, and representations of certain

accounting personnel and advisors. Mr. Goldberger has not (and could not have) personally

verified the accuracy of each such statement and representation, including statements and

representations concerning amounts owed to creditors.

INTRODUCTION

1. Bankruptcy Cases. On July 8, 2020 (the “Petition Date”), each of the Debtors

filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the

above-captioned chapter 11 cases in the United States Bankruptcy Court for the District of New

Jersey (the “Bankruptcy Court”). 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. As of the filing of the Schedules and Statements, no request has been made for the

appointment of a trustee or examiner.

2. Basis of Presentation. The Schedules and Statements do not purport to represent

financial statements prepared in accordance with Generally Accepted Accounting Principles, nor

are they intended to fully reconcile to any financial statements otherwise prepared and/or

distributed by the Debtors.

3. Amendment. Although reasonable efforts were made to file complete and

accurate Schedules and Statements, inadvertent errors or omissions may exist. The Debtors thus

specifically reserve the right to amend, modify, supplement, correct, change, or alter any part of

their Schedules and Statements as and to the extent necessary as they deem appropriate.

4. Recharacterization. The Debtors have made reasonable efforts to characterize,

classify, categorize, or designate the claims, assets, executory contracts, unexpired leases, and

other items reported in the Schedules and Statements correctly. The Debtors may, however,

have improperly characterized, classified, categorized, or designated certain items. As such, the

Debtors reserve all right to recharacterize, reclassify, recategorize, or redesignate information

reported in the Schedules and Statements at a later time, as necessary or appropriate, as

additional information becomes available, including, but not limited to, whether contracts listed

herein were executory as of the Petition Date or remain executory post-petition.

5. Summary of Reporting Procedures. The following conventions were adopted by

the Debtors in the preparation of the Schedules and Statements:

a. Asset/Liability Presentation. All asset information contained in the

Schedules and Statements, except where otherwise noted, is as of the Petition Date. The

liability information, except where otherwise noted, is as of the Petition Date. Unless

otherwise noted, the Debtors have indicated net book values for assets as of the Petition

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3 60743/0001-20906806v5

Date in their Schedules and Statements. The liabilities listed on the Schedules and

Statements do not reflect any analysis of claims under section 503(b)(9) of the

Bankruptcy Code. Accordingly, the entire amount of a prepetition liability for goods

delivered in the twenty (20) days prior to the Petition Date is commingled with a

creditor’s other open liabilities reflected in the Debtors’ accounts payable system.

b. Leases. In the ordinary course of business, the Debtors lease real property

and various articles of personal property, including furniture, fixtures, and equipment,

from certain third-party lessors. Every attempt has been made to set forth all such leases

in the Schedules and Statements. The property subject to leases may not be reflected in

the Schedules and Statements as owned property or assets of the Debtors or property or

assets of third-parties within the control of the Debtors. The lease payments under such

leases have been included on Schedule D (secured debt) to the extent the lessor filed a

UCC-1 financing statement. However, nothing in the Schedules or SOFAs is or shall be

construed as an admission or determination as to the legal status of any lease (including

for the purposes of whether to assume and assign or reject a lease or whether a lease is a

true lease or a financing arrangement), and the Debtors reserve all rights with respect to

all such issues.

c. Contingent Assets. The Debtors may possess certain claims and causes of

action against various parties, including contingent claims in the form of various

avoidance actions they could commence under the Bankruptcy Code and other relevant

non-bankruptcy laws. The identity and amounts of those claims and causes of action, if

any, are not yet known and, therefore, the Debtors reserve all rights with respect to any

claims, causes of action, or avoidance actions. Nothing contained or omitted in the

Global Notes or the Schedules and Statements shall be deemed a waiver of any such

claims, avoidance actions, or causes of action or in any way prejudice or impair the

assertion thereof.

d. Classifications. Listing a claim (i) on Schedule D as “secured,” (ii) on

Schedule E as “priority,” or (iii) on Schedule F as “unsecured nonpriority,” or listing a

contract on Schedule G as “executory” or “unexpired,” does not constitute an admission

by the Debtors of the legal rights, if any, of the claimant or a waiver by the Debtors of

their rights, if any, to recharacterize or reclassify such claim or contract. In particular, the

Debtors reserve the right to amend the Schedules and Statements to recharacterize or

reclassify any such contract or claim.

e. Disputed, Contingent, and Unliquidated Claims: Schedules D, E, and F

permit the Debtors to designate claims as contingent, unliquidated, and/or disputed. The

Debtors’ failure to designate any claim on any of the Schedules as contingent,

unliquidated, and/or disputed does not constitute an admission that such claim is not

subject to objection. The Debtors reserve all rights to dispute, or assert offsets or

defenses to, any claim reflected on the Schedules as to amount, liability, or status.

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4 60743/0001-20906806v5

6. Estimates. As of the Petition Date, the Debtors were required to make certain

estimates and assumptions that affect the reported amounts of their assets, liabilities, revenue,

and expenses.

7. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.

8. Specific Notes. These Global Notes are in addition to the specific notes set forth

in the individual Schedules and Statements. Disclosure of information in one Schedule, the

SOFA, an exhibit or continuation sheet, even if incorrectly placed, shall be deemed to be

disclosed in the correct Schedule, the SOFA, or any exhibits or continuation sheets.

9. Totals. All totals that are included in the Schedules represent totals of the

liquidated amounts for the individual schedule for which they are listed. To the extent there are

unknown or undetermined amounts included in the Schedules and Statements, the actual totals

may be different than the listed totals.

10. Claimants. The identity of some of the holders of claims may have changed over

time due to trading and/or transfer of certain of these claims. It is the Debtors’ belief that the

claims against the Debtors were as of the Petition Date held by the entities identified in the

Schedules (or affiliates of such entities or beneficial holders for which such entities are nominees

or asset managers), in the principal amounts set forth herein, without inclusion of accrued and

unpaid interest (unless expressly noted that interest is included).

SPECIFIC DISCLOSURE WITH RESPECT

TO THE SCHEDULES AND STATEMENTS

1. Schedule A/B

a. Personal Property. The Debtors reserve all rights to recategorize and/or

recharacterize the asset holdings described on each Schedule A/B at a later time to the

extent they later determine that such holdings were improperly reported.

b. Question 26. The appraisal indicated in response to Question 26 was

conducted for, and at the direction of, Wells Fargo Bank, N.A., one of the Debtors’

secured lenders, with respect to the Debtors’ inventory, which is part of Wells Fargo’s

collateral. This appraisal neither was requested by, nor performed by, either Debtor.

c. Question 74. Due to the space limitations in the Schedules, Debtors Sur

La Table, Inc. makes the following disclosure with respect to Schedule A/B, Question 74:

All of Debtor’s right, title and interest in and to any commercial tort

claims arising out of Debtor’s relationship with Visa U.S.A, Inc., Visa

International Service Association and Visa, Inc. (collectively, “Visa”) and

Mastercard International Incorporated and Mastercard Incorporated

(collectively, “Mastercard”) or any of their affiliates, including but not

limited to all tort claims against Visa and/or Mastercard which are or may

become subject matter of the action known as “In re Payment Card

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5 60743/0001-20906806v5

Interchange Fee and Merchant Discount Antitrust Litigation,” filed in the

United States District Court for the Eastern District of New York on

October 20, 2005, as Case 1:05-md-01720-MKB-JO.

2. Claims Listed on Schedules D, E, and F. The Debtors have sought to allocate

liabilities between the pre-petition and post-petition periods based on the information and

research they conducted in connection with the preparation of the Schedules and Statements. As

additional information becomes available and further research is conducted, the allocation of

liabilities between pre-petition and post-petition periods may change. The Debtors reserve all

rights to change the allocation of liabilities to the extent additional information becomes

available. Additionally, pursuant to Bankruptcy Court orders, the Debtors have been granted

authority to pay certain priority pre-petition obligations. Accordingly, these liabilities have been

or will be satisfied and may or may not be listed in the Schedules and Statements.

3. Schedule D. The Debtors reserve all rights to dispute or challenge the validity,

perfection, or immunity from avoidance of any lien purported to be granted or perfected in any

specific asset to a secured creditor listed on each Schedule D. Moreover, although the Debtors

may have scheduled various claims as secured claims, they reserve all rights to dispute or

challenge the secured nature of any such claims and/or the characterization of the structure of

any underlying transactions, documents, or instruments related thereto. The descriptions

provided on each Schedule D are intended only to be a summary. Reference to the applicable

loan agreements and related documents is necessary for a complete description of the collateral

and the nature, extent, and priority of any liens. Nothing in the Global Notes or the Schedules

and Statements shall be deemed a modification or interpretation of the terms of such agreements.

4. Schedule E. All of the Debtors’ employees are employed by Debtor Sur La

Table, Inc. (“SLT”). Certain employees had pre-petition wage claims due to the timing of the

Petition Date with respect to SLT pay periods. Those wage claims are afforded priority

treatment up to the statutory cap of $13,650. As a result of these pre-petition wage claims, SLT

also owed monies to various taxing authorities which are afforded priority treatment. On July

10, 2020 [Docket No. 55] the Bankruptcy Court entered an interim order and on July 29, 2020

[Docket No. 179] the Bankruptcy Court entered a final order granting the Debtors authority to

pay certain pre-petition employee wage and other obligations in the ordinary course of business

(collectively, the “Employee Wage Order”). The Debtors subsequently made payments

pursuant to the Employee Wage Order. In light of those payments, the Debtors believe that,

other than potential claims of certain current and former employees for bonuses, vacation, and/or

personal pay in excess of the permitted priority amount, all employee claims and related payroll

taxes for pre-petition amounts have been or will be satisfied in the ordinary course of business

pursuant to the Employee Wage Order. As a result, pre-petition wage claims and associated

payroll taxes have been listed on Schedule E for SLT at $0.00.

Taxes and fees other than payroll taxes may also have been due and owing as of the

Petition Date. The Debtors have listed any and all taxing authorities that were owed money or

had a sales tax audit pending as of the Petition Date on Schedule E. On July 10, 2020 [Docket

No. 52], the Bankruptcy Court entered an interim order and on July 29, 2020 [Docket No. 180]

the Bankruptcy Court entered a final order granting the Debtors authority to pay certain pre-

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6 60743/0001-20906806v5

petition sales and use taxes in the ordinary course of business (collectively, the “Sales and Use

Tax Order”). The Debtors subsequently made payments pursuant to the Sales and Use Tax

Order. In light of those payments, the Debtors believe that their sales and use tax obligations

have been or will be satisfied in the ordinary course of business pursuant to the Sales and Use

Tax Order. As a result, pre-petition sales and use tax claims have been listed on Schedule E at

$0.00. Other potential priority liabilities have been scheduled in the amounts contained on the

Debtors’ books and records or in unknown amounts, as applicable.

The listing of any claim on either Debtor’s Schedule E does not constitute an admission

by the Debtors that any claim in fact exists and/or is entitled to priority treatment under section

507 of the Bankruptcy Code. The Debtors reserve all rights to dispute the priority status and

amount of any claim on any basis. Moreover, the listing of any tax claim on either Debtor’s

Schedule E is not an admission or designation by the Debtors that such claim in fact exists or

should be allowed as a pre-petition tax claim.

5. Schedule F. The claims listed in each Schedule F fall into the following general

categories:

a. Vendor claims: Claims of individual creditors for, among other things,

goods and services. In the ordinary course of business, the Debtors dispute the amounts and

usage of goods and services provided by their vendors. As a result, the Debtors may possess

certain claims and causes of action against various vendors, including contingent claims in the

form of counterclaims or setoffs. For purposes of each Schedule F, the Debtors have scheduled

the gross amount of each claim but reserve all rights with respect to any and all credits and

allowances including the right to assert claims objections, counterclaims, and/or setoffs with

respect to same.

b. Claims of Counterparties to Leases and Executory Contracts. Pre-petition

amounts owing to, among other things, counterparties to executory contracts and unexpired

leases also may be reflected on Schedule F. These amounts do not include rejection damage

claims of the counterparties to executory contracts and unexpired leases that may be rejected.

c. Claims of Litigation Counterparties and Insurance Claimants. Litigation

and other potential claims have been listed as “$0” in amount on Schedule F. The Debtors may

have various objections, defenses, counterclaims, third-party claims, and other rights in

connection with such claims, all of which are expressly preserved.

6. Schedule G. Although the Debtors have made every effort to ensure the accuracy

of Schedule G, inadvertent errors or omissions may have occurred. Listing a contract or

agreement on Schedule G does not constitute an admission that such contract or agreement is an

executory contract or unexpired lease or that such contract or agreement was in effect on the

Petition Date or is valid or enforceable. The Debtors hereby reserve all of their rights to dispute

the validity, status, or enforceability of any contracts, agreements, or leases set forth in Schedule

G and to amend or supplement Schedule G as necessary. Certain of the leases and contracts

listed on Schedule G may contain renewal options, guarantees of payment, options to purchase,

rights of first refusal, and other miscellaneous rights. Such rights, powers, duties, and

obligations may not be set forth separately on Schedule G. In addition, the Debtors may have

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7 60743/0001-20906806v5

entered into various other types of agreements in the ordinary course of their business, such as

easements, rights of way, subordination agreements, nondisturbance agreements, supplemental

agreements, amendments/letter agreements, title agreements, and confidentiality or

nondisclosure agreements. Such documents may not be set forth in Schedule G.

The Debtors may be party to certain agreements that have expired by their terms. Out of

an abundance of caution, the Debtors may have listed certain such agreements on Schedule G.

The Debtors’ inclusion of such contracts or agreements on Schedule G is not an admission that

any such contract or agreement is an executory contract or unexpired lease.

Omission of a contract or agreement from Schedule G does not constitute an admission

that such omitted contract or agreement is not an executory contract or unexpired lease. The

Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or

agreements are not impaired by the omission of those contracts from Schedule G.

The Debtors’ retail store leases are listed on Schedule G by location and store number.

7. Insiders. In the circumstances where the Schedules and Statements require

information regarding insiders and/or officers and directors, the Debtors have attempted to

include therein parties set forth in 11 U.S.C. § 101(31)(B), including each of the Debtors’

(a) “directors” (or persons in similar positions) and (b) employees that may be, or may have been

during the relevant period, “officers” (or persons in control). The Debtors have attempted to

exclude in such applicable Schedules and Statements information relating to certain employees

who, despite the title of their position with the Debtors (including without limitation certain

employees with the title of “officer” or “director”) are not “officers” or “directors” of the Debtor

as such term is used in the Bankruptcy Code because, among other things, such employees

(i) serve or served in a purely administrative and/or ministerial capacity, (ii) were not appointed

directors of the Debtors, and/or (iii) do not have and have never had any material inside

information as a result of their employment with the Debtors. The listing of a party as an insider

is not intended to be nor should it be construed as a legal characterization of such party as an

insider and does not act as an admission of any fact, claim, right, or defense, and all such rights,

claims, and defenses are hereby expressly reserved. Employees have been included in this

disclosure for informational purposes only and should not be deemed to be “insiders” in terms of

control of the Debtors, management responsibilities, functions, decision-making, corporate

authority, and/or as otherwise defined by applicable law, including, without limitation, federal

securities laws, or with respect to any theories of liability or for any other purpose.

8. Statement of Financial Affairs

a. Question 3. The Debtors’ responses reflect disbursement data from the

respective Debtors’ banking activity and exclude (a) employee wage payments and

withholdings such as tax withholdings and benefits withholdings remitted by the Debtors

to the applicable authorities and (b) amounts paid to insiders (which are reflected in

Question 4).

b. Question 4. The payments made to ING Bank N.V. were for fees on the

letters of credit issued by ING Bank for the benefit of the Debtors’ senior secured lenders

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8 60743/0001-20906806v5

and for which Investcorp S.A., the controlling shareholder of the Debtors, is the

responsible party.

c. Question 16. The Debtors’ privacy policy regarding its collection and use

of personally identifiable information is available to the public at

https://www.surlatable.com/privacy-policy.html

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Real property:

Total personal property:

Schedule D: Creditors Who Have Claims Secured by PropertyCopy the total dollar amount listed in Column A,

Copy the total claims from Part 1 from the line 5a of Total of amounts of priority unsecured claims:

Copy the total amount of claims from Part 2 from line 5b of

Lines 2 + 3a + 3b

1. Schedule A/B: Assets - Real and Personal Property

$0.00

$Unknown

$82,843,239.81

$0.00

$0.00Total amount of claims of nonpriority amount of unsecured claims:

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

United States Bankruptcy Court for the District of New Jersey

Summary of Assets and Liabilities for Non-IndividualsOfficial Form 206Sum

12/15

Check if this is an amended filing

Summary of AssetsPart 1:

(Official Form 206A/B)

1b.

1a.

Total of all property:1c.

Summary of LiabilitiesPart 2:

2.Amount of claim, from line 3 of Schedule D...........................

Schedule E/F: Creditors Who Have Unsecured Claims3.

3a.

3b.

Schedule E/F.............................................................

Schedule E/F..................................................

(Official Form 206D)

(Official Form 206E/F)

Total liabilities4. .........................................................................................................................................

Copy line 88 from Schedule A/B.......................................................................................................................

Copy line 91A fromSchedule A/B.....................................................................................................................

Copyline 92 from Schedule A/B.......................................................................................................................

$82,843,239.81

$Unknown

+

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Cash and cash equivalentsPart 1:

Schedule A/B: Assets - Real and Personal Property

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

Official Form 206A/B

Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired

12/15

United States Bankruptcy Court for the District of New Jersey

leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).

Be complete and accurate as possible. If more space is needed, attach a separate spreadsheet to this form. At the top of any pages added, write the debtor's name and case number (if known). Also identify the form and line number to which the additional information applies. If an additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.

For Part 1 through Part 11, list each asset under the approriate category or attach separate supporting schedules, such as a fixed asset schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the debtor's interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Check if this is an amended filing

1. Does the debtor have any cash or cash equivalents?

Go to Part 2.

Fill in the information below.

No.

Yes.

All cash or cash equivalents owned or controlled by the debtor Current value of debtor's interest

4. Other cash equivalents

5. Total of Part 1Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

Part 2: Deposits and prepayments

6. Does the debtor have any deposits or prepayments?

Go to Part 3.

Fill in the information below.

No.

Yes.

Current value of debtor's interest

7. Deposits, including security deposits and utility depositsDescription, including name of holder of deposit

Page 1Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rentDescription, including name of holder of prepayment

9. Total of Part 2Add lines 7 through 8. Copy the total to line 81.

Part 3: Accounts Receivable

10. Does the debtor have any accounts receivable?

Go to Part 4.

Fill in the information below.

No.

Yes.

Current value of debtor's interest

11. Accounts receivable

=-face amount doubtful or uncollectible accounts

11a. 90 days old or less:

=-face amount doubtful or uncollectible accounts

11b. Over 90 days old:

12. Total of Part 3Current value on lines 11a + 11b = line 12. Copy the total to line 82.

Part 4: Investments

13. Does the debtor own any investments?

Go to Part 5.

Fill in the information below.

No.

Yes.

Current value of debtor's interest

Valuation method used for current value

14. Mutual funds of publicly traded stocks not included in Part 1Name of fund or stock:

Page 2Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

15. Non-publicly traded stock and interests in incorporated and unincorporated businesses,including any interest in an LLC, partnership, or joint ventureName of entity: % of ownership:

15.1 UnknownN/A100%Sur La Table, Inc.

16. Government bonds, corporate bonds, and other negotiable and non-negotiableinstruments not included in Part 1

Describe:

17. Total of Part 4Add lines 14 through 16. Copy the total to line 83.

Part 5: Inventory, excluding agricultural assets

18. Does the debtor own any inventory (excluding agricultual assets)?

Go to Part 6.

Fill in the information below.

No.

Yes.

General description Date of the last physical inventory

Current value of debtor's interest

Net book value of debtor's interest

Valuation method used for current value

19. Raw Materials

20. Work in progress

21. Finished goods, including goods held for resale

22. Other inventory or supplies

23. Total of Part 5Add lines 19 through 22. Copy the total to line 84.

Page 3Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

Unknown

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

24. Is any of the property listed in Part 5 perishable?

No.

Yes.

25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?

No.

Yes. Book Value $ Valuation Method Current Value $

26. Has any of the property listed in Part 5 been appraised by a professional within the last year?

No.

Yes.

Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)

27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?

Go to Part 7.

Fill in the information below.

No.

Yes.

General description Current value of debtor's interest

Net book value of debtor's interest

Valution method used for current value

28. Crops - either planted of harvested

29. Farm animalsExamples: Livestock, poultry, farm-raised fish

30. Farm machinery and equipment(Other than titled motor vehicles)

31. Farm and fishing supplies, chemicals, and feed

Page 4Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

32. Other farming and fishing-related property not already listed in Part 6

33. Total of Part 6Add lines 28 through 32. Copy the total to line 85.

34. Is the debtor a member of an agricultural cooperative?

No.

Yes.

Is any of the debtor's property stored at the cooperative?

No.

Yes.

35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?

No.

Yes. Book Value $ Valuation Method Current Value $

36. Is a depreciation schedule available for any of the property listed in Part 6?

No.

Yes.

37. Has any of the property listed in Part 6 been appraised by a professional within the last year?

No.

Yes.

Part 7: Office furniture, fixtures, and equipment; and collectibles

Page 5Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?

Go to Part 8.

Fill in the information below.

No.

Yes.

General description Current value of debtor's interest

Net book value of debtor's interest

Valuation method used for current value

39. Office furniture

40. Office fixtures

41. Office equipment, including all computer equipment and communication systems equipment and software

42. CollectiblesExamples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; china and crystal; stamp, coin, orbaseball card collections; other collections, memorabilia, or collectibles

43. Total of Part 7.Add lines 39 through 42. Copy the total to line 86.

44. Is a depreciation schedule available for any of the property listed in Part 7?

No.

Yes.

45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

No.

Yes.

Page 6Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

Part 8: Machinery, equipment, and vehicles

46. Does the debtor own or lease any machinery, equipment, or vehicles?

Go to Part 9.

Fill in the information below.

No.

Yes.

General description Current value of debtor's interest

Net book value of debtor's interest

Valuation method used for current value

47. Automobiles, vans, trucks, motorcycles, trailers, or titled farm vehicles

48. Watercraft, trailers, motors, and related accessoriesExamples: Boats, trailers, motors, floating homes, personal watercraft, fishing vessels

49. Aircraft and accessories

50. Other machinery, fixtures, and equipment (excluding farm machinery and equipment)

51. Total of Part 8.Add lines 47 through 50. Copy the total to line 87.

52. Is a depreciation schedule available for any of the property listed in Part 8?

No.

Yes.

53. Has any of the property listed in Part 8 been appraised by a professional within the last year?

Page 7Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

No.

Yes.

Part 9: Real property

54. Does the debtor own or lease any real property?

Go to Part 10.

Fill in the information below.

No.

Yes.

55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest

Description and location of property Nature and extent of debtor's interest in property

Net book value of debtor's interest

Valuation method used for current value

Current value of debtor's interest

56. Total of Part 9.Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88.

57. Is a depreciation schedule available for any of the property listed in Part 9?

No.

Yes.

58. Has any of the property listed in Part 9 been appraised by a professional within the last year?

No.

Yes.

Part 10: Intangibles and intellectual property

59. Does the debtor have any interests in intangibles or intellectual property?

Page 8Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

Go to Part 11.

Fill in the information below.

No.

Yes.

General description Current value of debtor's interest

Net book value of debtor's interest

Valuation method used for current value

60. Patents, copyrights, trademarks, or trade secrets

61. Internet domain names and websites

62. Licenses, franchises, and royalties

63. Customer lists, mailing lists, or other compilations

64. Other intangibles, or intellectual property

65. Goodwill

66. Total of Part 10.Add lines 60 through 65. Copy the total to line 89.

67. Do your lists or records include personally identifiable information of customers?

No.

Yes.

68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?

Page 9Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

No.

Yes.

69. Has any of the property listed in Part 10 been appraised by a professional within the last year?

No.

Yes.

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Go to Part 12.

Fill in the information below.

No.

Yes.

Current value of debtor's interest

71. Notes receivableDescription (include name of obligor)

- =

Total face amount Doubtful or uncollectible amount

72. Tax refunds and unused net operating losses (NOLs)Description (for example, federal, state, local)

73. Interests in insurance policies or annuities

74. Causes of action against third parties (whether or not a lawsuit hasbeen filed)

Nature of claim

Amount Requested

75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims

Page 10Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

Nature of claim

Amount Requested

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listedExamples: Season tickets, country club membership

78. Total of Part 11.Add lines 71 through 77. Copy the total to line 90.

79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

No.

Yes.

Page 11Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

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Debtor Case Number (if known)SLT Holdco, Inc. 20-18368

Type of property

Part 12: Summary

Current value of personal property

Current value of real property

80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1.

81. Deposits and prepayments. Copy line 9, Part 2.

82. Accounts receivable. Copy line 12, Part 3.

83. Investments. Copy line 17, Part 4.

84. Inventory. Copy line 23, Part 5.

86. Office furniture, fixtures, and equipment; and collectibles.Copy line 43, Part 7.

85. Farming and fishing-related assets. Copy line 33, Part 6.

87. Machinery, equipment, and vehicles. Copy line 51, Part 8.

88. Real Property. Copy line 56, Part 9.

89. Intangibles and intellectual property. Copy line 66, Part 10.

90. All other assets. Copy line 78, Part 11.

91. Total. Add lines 80 through 90 for each column. $Unknown $0.0091a. 91b.+

92. Total of all property on Schedule A/B. Lines 91a + 91b = 92.............................................................................................. $Unknown

Page 12Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B

$Unknown

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1. Do any creditors have claims secured by debtor's property?

Do not deduct the value of collateral

Value of collateral that supports this claim

Schedule D - Creditors Who Have Claims Secured by Property

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

Official Form 206D

Be as complete and accurate as possible

12/15

No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.X Yes. Fill in all of the information below.

United States Bankruptcy Court for the District of New Jersey

List Creditors Who Have Secured ClaimsPart 1:2. List in alphabetical order all creditors who have secured claims.If a creditor has more than one

secured claim, list the creditor separately for each claim.Amount of Claim

Check if this is an amended filing

$37,477,967.84 UNKNOWNALL ASSETS

C/O PROSKAUER ROSE LLPATTN: CHARLES DALE III1 INTERNATIONAL PLBOSTON, MA 02110

Last four digits of account number

Creditor's nameCF SLTD HOLDINGS LLC

2.1

Creditor's mailing address

Creditor's email address, if known

Date debt was incurred

Do multiple creditors have an interest in the same property?

Describe debtor's property that is subject to a lien

Describe the lien

Is the creditor an insider or related party?

Is anyone else liable on this claim?

As of the petition filing date, the claim is:

UCC-1 Financing Statement

No

Yes

No

Yes. Fill out Schedule H: Codebtors (Official Form 206H).

Contingent

UnliquidatedDisputed

No

Yes. Specify each creditor, including this creditor, and its relative priority.

$0.00 UNKNOWN

1525

X

COMPUTER HARDWARE

200 CONNELL DR, STE 5000BEREKELY HEIGHTS, NJ 07922

Last four digits of account number

Creditor's nameHEWLETT-PACKARD FINANCIAL SERVICES CO

2.2

Creditor's mailing address

Creditor's email address, if known

Date debt was incurred

Do multiple creditors have an interest in the same property?

Describe debtor's property that is subject to a lien

Describe the lien

Is the creditor an insider or related party?

Is anyone else liable on this claim?

As of the petition filing date, the claim is:

UCC-1 Financing Statement

No

Yes

No

Yes. Fill out Schedule H: Codebtors (Official Form 206H).

Contingent

UnliquidatedDisputed

No. Specify each creditor, including this creditor, and its relative priority.

Yes. The relative priority of creditors is specified on lines

No

Yes. Have you already specified the relative priority?

1 of 2Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property

$82,843,239.81Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.

3.

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Do not deduct the value of collateral

Value of collateral that supports this claim

SLT Holdco, Inc. 20-18368Case number (if known):Debtor Name

Additional Page(s)Part 1:Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

Amount of Claim

$45,365,271.97 UNKNOWNALL ASSETS

1 BOSTON PL, 18TH FLBOSTON, MA 02108

Last four digits of account number

Creditor's nameWELLS FARGO BANK NA

2.3

Creditor's mailing address

Creditor's email address, if known

Date debt was incurred

Do multiple creditors have an interest in the same property?

Describe debtor's property that is subject to a lien

Describe the lien

Is the creditor an insider or related party?

Is anyone else liable on this claim?

As of the petition filing date, the claim is:

UCC-1 Financing Statement

No

Yes

No

Yes. Fill out Schedule H: Codebtors (Official Form 206H).

Contingent

Unliquidated

Disputed

No. Specify each creditor, including this creditor, and its relative priority.

Yes. The relative priority of creditors is specified on lines

No

Yes. Have you already specified the relative priority?

2 of 2Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property

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1. Do any creditors have priority unsecured claims?

Schedule E/F - Creditors Who Have Claims Unsecured Claims

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

Official Form 206E/F

Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims. List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on

12/15

No. Go to Part 2.X Yes. Go to line 2.

United States Bankruptcy Court for the District of New Jersey

List All Creditors with PRIORITY Unsecured ClaimsPart 1:

Schedule A/B: Assets - Real and Personal Property Schedule G: Executory Contracts and Unexpired Leases(Official Form 206A/B) and on(Official Form 206G). Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form.

2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part 1.

Total claim Priority amount

Check if this is an amended filing

$0.00 $0.00

5224

FRANCHISE TAX

STATE OF DELAWAREDIVISION OF CORPORATIONSP.O. BOX 5509BINGHAMTON, NY 13902-5509

2.1 Priority creditor's name and mailing address

Date or dates debt was incurred6/1/2020

Last 4 digits of accountnumber

Specify Code subsection of PRIORITY unsecuredclaim: 11 U.S.C. § 507(a) ( 8 )

As of the petition filing date, the claim is:

ContingentUnliquidatedDisputed

Basis for the claim:

Is the claim subject to offset?NoYes

1 of 4Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims

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List All Creditors with NONPRIORITY Unsecured ClaimsPart 2:Amount of claim

SLT Holdco, Inc. 20-18368Case number (if known):Debtor Name

3.1 Nonpriority creditor's name and mailing address

Date or dates debt was incurred

Last 4 digits of account number

As of the petition filing date, the claim is:

ContingentUnliquidatedDisputed

Basis for the claim:

Is the claim subject to offset?NoYes

2 of 4Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims

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List Others to Be Notified About Unsecured Claims

SLT Holdco, Inc. 20-18368Case number (if known):Debtor Name

Part 3:4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for unsecured creditors

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page.

On which line in Part1 or Part 2 is the related creditor (if any) listed?Name and mailing address

Last 4 digits ofaccount number, if any

3 of 4Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims

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$0.00

Total Amounts of the Priority and Nonpriority Unsecured ClaimsPart 4:

SLT Holdco, Inc. 20-18368Case number (if known):Debtor Name

5. Add the amounts of priority and nonpriority unsecured claims.

5a. Total claims from Part 1

5b. Total claims from Part 2 $0.00

5c. Total claims of Parts 1 and 2 Lines 5a + 5b = 5c $0.00

4 of 4Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims

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No. Check this box and file this form with the court with the debtor's other schedules. There is nothing else to report on this form. X

Schedule G: Executory Contracts and Unexpired Leases

2. List all contracts and unexpired leasesState the name and mailing address for all other parties with whom the debtor has an executory contract or unexpired lease

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

United States Bankruptcy Court for the District of New Jersey

Official Form 206G12/15

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, numbering the entries consecutively.

1. Does the debtor have any executory contracts or unexpired leases?

Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B)

Check if this is an amended filing

NONEState what the contract or lease is for and the nature of the debtor's interest

State the term remainingList the contract number of any government contract

2.1

Page 1 of 1Official Form 206G Schedule G: Executory Contracts and Unexpired Leases

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No. Check this box and file this form with the court with the debtor's other schedules. There is nothing else to report on this form.

Schedule H: Codebtors

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of

Column 2: Creditor

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor NameUnited States Bankruptcy Court for the District of New Jersey

Official Form 206H12/15

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, numbering the entries consecutively.

1. Does the debtor have any codebtors?

Yes. X

Check if this is an amended filing

Column 1: Codebtor

creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each scheduleon which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.

Name Mailing Address Name Check all schedules that apply

150 QUAKER BRIDGE MALL RDLAWRENCEVILLE, NJ 08648

CF SLTD Holdings LLC DE/FG

2.1 SUR LA TABLE, INC.

150 QUAKER BRIDGE MALL RDLAWRENCEVILLE, NJ 08648

Wells Fargo Bank NA DE/FG

2.2 SUR LA TABLE, INC.

Page 1 of 1Official Form 206H Schedule H: Codebtors

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COLE SCHOTZ P.C.

Court Plaza North

25 Main Street

P.O. Box 800

Hackensack, New Jersey 07602-0800

(201) 489-3000

(201) 489-1536 Facsimile

Michael D. Sirota, Esq. ([email protected])

Warren A. Usatine, Esq. ([email protected])

David M. Bass, Esq. ([email protected])

Jacob S. Frumkin, Esq. ([email protected])

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re:

SLT HOLDCO, INC., et al.,

Debtors.1

Chapter 11

Case No. 20-18368 (MBK)

Jointly Administered

STATEMENT OF FINANCIAL AFFAIRS FOR

SLT HOLDCO, INC., CASE NO. 20-18368 (MBK)

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification

number, as applicable, are as follows: SLT Holdco, Inc. (0403) and Sur La Table, Inc. (3409). The Debtors’

corporate headquarters are located at 6100 4th Avenue South, Suite 500, Seattle, Washington 98108.

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COLE SCHOTZ P.C.

Court Plaza North

25 Main Street

P.O. Box 800

Hackensack, New Jersey 07602-0800

(201) 489-3000

(201) 489-1536 Facsimile

Michael D. Sirota, Esq. ([email protected])

Warren A. Usatine, Esq. ([email protected])

David M. Bass, Esq. ([email protected])

Jacob S. Frumkin, Esq. ([email protected])

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY

In re:

SLT HOLDCO, INC., et al.,

Debtors.1

Chapter 11

Case No. 20-18368 (MBK)

Jointly Administered

GLOBAL NOTES AND STATEMENT

OF LIMITATIONS, METHODOLOGY, AND

DISCLAIMER REGARDING DEBTORS’ SCHEDULES AND STATEMENTS

The Schedules of Assets and Liabilities (collectively, the “Schedules”) and Statements of

Financial Affairs (collectively, the “SOFAs” and, together with the Schedules, the “Schedules

and Statements”) filed by SLT Holdco, Inc. and its wholly-owned subsidiary, Sur La Table,

Inc., as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively,

the “Debtors”), include financial information that is unaudited and was prepared pursuant to

section 521 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and

Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in

conjunction with the Debtors’ management and advisors. Although the Debtors’ management

team has made reasonable efforts to file complete and accurate Schedules and Statements based

upon the information available to it at the time they were prepared, a variety of factors,

including, among other things, the complexity of the Debtors’ business operations, makes it such

that the Schedules and Statements remain subject to further revision and verification by the

Debtors. The Debtors reserve the right to amend their Schedules and Statements from time to

time as may be necessary or appropriate. The Global Notes and Statement of Limitations,

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification

number, as applicable, are as follows: SLT Holdco, Inc. (0403) and Sur La Table, Inc. (3409). The Debtors’

corporate headquarters are located at 6100 4th Avenue South, Suite 500, Seattle, Washington 98108.

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Methodology, and Disclaimer Regarding Debtors’ Schedules and Statements (the “Global

Notes”) are incorporated by reference in, and comprise an integral part of, the Schedules and

Statements and should be referred to and reviewed in connection with any review of the

Schedules and Statements.

The Schedules and Statements have been signed by Jason Goldberger, the Chief

Executive Officer of each Debtor. In reviewing and signing the Schedules and Statements, Mr.

Goldberger necessarily has relied upon the efforts, statements, and representations of certain

accounting personnel and advisors. Mr. Goldberger has not (and could not have) personally

verified the accuracy of each such statement and representation, including statements and

representations concerning amounts owed to creditors.

INTRODUCTION

1. Bankruptcy Cases. On July 8, 2020 (the “Petition Date”), each of the Debtors

filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the

above-captioned chapter 11 cases in the United States Bankruptcy Court for the District of New

Jersey (the “Bankruptcy Court”). 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. As of the filing of the Schedules and Statements, no request has been made for the

appointment of a trustee or examiner.

2. Basis of Presentation. The Schedules and Statements do not purport to represent

financial statements prepared in accordance with Generally Accepted Accounting Principles, nor

are they intended to fully reconcile to any financial statements otherwise prepared and/or

distributed by the Debtors.

3. Amendment. Although reasonable efforts were made to file complete and

accurate Schedules and Statements, inadvertent errors or omissions may exist. The Debtors thus

specifically reserve the right to amend, modify, supplement, correct, change, or alter any part of

their Schedules and Statements as and to the extent necessary as they deem appropriate.

4. Recharacterization. The Debtors have made reasonable efforts to characterize,

classify, categorize, or designate the claims, assets, executory contracts, unexpired leases, and

other items reported in the Schedules and Statements correctly. The Debtors may, however,

have improperly characterized, classified, categorized, or designated certain items. As such, the

Debtors reserve all right to recharacterize, reclassify, recategorize, or redesignate information

reported in the Schedules and Statements at a later time, as necessary or appropriate, as

additional information becomes available, including, but not limited to, whether contracts listed

herein were executory as of the Petition Date or remain executory post-petition.

5. Summary of Reporting Procedures. The following conventions were adopted by

the Debtors in the preparation of the Schedules and Statements:

a. Asset/Liability Presentation. All asset information contained in the

Schedules and Statements, except where otherwise noted, is as of the Petition Date. The

liability information, except where otherwise noted, is as of the Petition Date. Unless

otherwise noted, the Debtors have indicated net book values for assets as of the Petition

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Date in their Schedules and Statements. The liabilities listed on the Schedules and

Statements do not reflect any analysis of claims under section 503(b)(9) of the

Bankruptcy Code. Accordingly, the entire amount of a prepetition liability for goods

delivered in the twenty (20) days prior to the Petition Date is commingled with a

creditor’s other open liabilities reflected in the Debtors’ accounts payable system.

b. Leases. In the ordinary course of business, the Debtors lease real property

and various articles of personal property, including furniture, fixtures, and equipment,

from certain third-party lessors. Every attempt has been made to set forth all such leases

in the Schedules and Statements. The property subject to leases may not be reflected in

the Schedules and Statements as owned property or assets of the Debtors or property or

assets of third-parties within the control of the Debtors. The lease payments under such

leases have been included on Schedule D (secured debt) to the extent the lessor filed a

UCC-1 financing statement. However, nothing in the Schedules or SOFAs is or shall be

construed as an admission or determination as to the legal status of any lease (including

for the purposes of whether to assume and assign or reject a lease or whether a lease is a

true lease or a financing arrangement), and the Debtors reserve all rights with respect to

all such issues.

c. Contingent Assets. The Debtors may possess certain claims and causes of

action against various parties, including contingent claims in the form of various

avoidance actions they could commence under the Bankruptcy Code and other relevant

non-bankruptcy laws. The identity and amounts of those claims and causes of action, if

any, are not yet known and, therefore, the Debtors reserve all rights with respect to any

claims, causes of action, or avoidance actions. Nothing contained or omitted in the

Global Notes or the Schedules and Statements shall be deemed a waiver of any such

claims, avoidance actions, or causes of action or in any way prejudice or impair the

assertion thereof.

d. Classifications. Listing a claim (i) on Schedule D as “secured,” (ii) on

Schedule E as “priority,” or (iii) on Schedule F as “unsecured nonpriority,” or listing a

contract on Schedule G as “executory” or “unexpired,” does not constitute an admission

by the Debtors of the legal rights, if any, of the claimant or a waiver by the Debtors of

their rights, if any, to recharacterize or reclassify such claim or contract. In particular, the

Debtors reserve the right to amend the Schedules and Statements to recharacterize or

reclassify any such contract or claim.

e. Disputed, Contingent, and Unliquidated Claims: Schedules D, E, and F

permit the Debtors to designate claims as contingent, unliquidated, and/or disputed. The

Debtors’ failure to designate any claim on any of the Schedules as contingent,

unliquidated, and/or disputed does not constitute an admission that such claim is not

subject to objection. The Debtors reserve all rights to dispute, or assert offsets or

defenses to, any claim reflected on the Schedules as to amount, liability, or status.

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6. Estimates. As of the Petition Date, the Debtors were required to make certain

estimates and assumptions that affect the reported amounts of their assets, liabilities, revenue,

and expenses.

7. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.

8. Specific Notes. These Global Notes are in addition to the specific notes set forth

in the individual Schedules and Statements. Disclosure of information in one Schedule, the

SOFA, an exhibit or continuation sheet, even if incorrectly placed, shall be deemed to be

disclosed in the correct Schedule, the SOFA, or any exhibits or continuation sheets.

9. Totals. All totals that are included in the Schedules represent totals of the

liquidated amounts for the individual schedule for which they are listed. To the extent there are

unknown or undetermined amounts included in the Schedules and Statements, the actual totals

may be different than the listed totals.

10. Claimants. The identity of some of the holders of claims may have changed over

time due to trading and/or transfer of certain of these claims. It is the Debtors’ belief that the

claims against the Debtors were as of the Petition Date held by the entities identified in the

Schedules (or affiliates of such entities or beneficial holders for which such entities are nominees

or asset managers), in the principal amounts set forth herein, without inclusion of accrued and

unpaid interest (unless expressly noted that interest is included).

SPECIFIC DISCLOSURE WITH RESPECT

TO THE SCHEDULES AND STATEMENTS

1. Schedule A/B

a. Personal Property. The Debtors reserve all rights to recategorize and/or

recharacterize the asset holdings described on each Schedule A/B at a later time to the

extent they later determine that such holdings were improperly reported.

b. Question 26. The appraisal indicated in response to Question 26 was

conducted for, and at the direction of, Wells Fargo Bank, N.A., one of the Debtors’

secured lenders, with respect to the Debtors’ inventory, which is part of Wells Fargo’s

collateral. This appraisal neither was requested by, nor performed by, either Debtor.

c. Question 74. Due to the space limitations in the Schedules, Debtors Sur

La Table, Inc. makes the following disclosure with respect to Schedule A/B, Question 74:

All of Debtor’s right, title and interest in and to any commercial tort

claims arising out of Debtor’s relationship with Visa U.S.A, Inc., Visa

International Service Association and Visa, Inc. (collectively, “Visa”) and

Mastercard International Incorporated and Mastercard Incorporated

(collectively, “Mastercard”) or any of their affiliates, including but not

limited to all tort claims against Visa and/or Mastercard which are or may

become subject matter of the action known as “In re Payment Card

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Interchange Fee and Merchant Discount Antitrust Litigation,” filed in the

United States District Court for the Eastern District of New York on

October 20, 2005, as Case 1:05-md-01720-MKB-JO.

2. Claims Listed on Schedules D, E, and F. The Debtors have sought to allocate

liabilities between the pre-petition and post-petition periods based on the information and

research they conducted in connection with the preparation of the Schedules and Statements. As

additional information becomes available and further research is conducted, the allocation of

liabilities between pre-petition and post-petition periods may change. The Debtors reserve all

rights to change the allocation of liabilities to the extent additional information becomes

available. Additionally, pursuant to Bankruptcy Court orders, the Debtors have been granted

authority to pay certain priority pre-petition obligations. Accordingly, these liabilities have been

or will be satisfied and may or may not be listed in the Schedules and Statements.

3. Schedule D. The Debtors reserve all rights to dispute or challenge the validity,

perfection, or immunity from avoidance of any lien purported to be granted or perfected in any

specific asset to a secured creditor listed on each Schedule D. Moreover, although the Debtors

may have scheduled various claims as secured claims, they reserve all rights to dispute or

challenge the secured nature of any such claims and/or the characterization of the structure of

any underlying transactions, documents, or instruments related thereto. The descriptions

provided on each Schedule D are intended only to be a summary. Reference to the applicable

loan agreements and related documents is necessary for a complete description of the collateral

and the nature, extent, and priority of any liens. Nothing in the Global Notes or the Schedules

and Statements shall be deemed a modification or interpretation of the terms of such agreements.

4. Schedule E. All of the Debtors’ employees are employed by Debtor Sur La

Table, Inc. (“SLT”). Certain employees had pre-petition wage claims due to the timing of the

Petition Date with respect to SLT pay periods. Those wage claims are afforded priority

treatment up to the statutory cap of $13,650. As a result of these pre-petition wage claims, SLT

also owed monies to various taxing authorities which are afforded priority treatment. On July

10, 2020 [Docket No. 55] the Bankruptcy Court entered an interim order and on July 29, 2020

[Docket No. 179] the Bankruptcy Court entered a final order granting the Debtors authority to

pay certain pre-petition employee wage and other obligations in the ordinary course of business

(collectively, the “Employee Wage Order”). The Debtors subsequently made payments

pursuant to the Employee Wage Order. In light of those payments, the Debtors believe that,

other than potential claims of certain current and former employees for bonuses, vacation, and/or

personal pay in excess of the permitted priority amount, all employee claims and related payroll

taxes for pre-petition amounts have been or will be satisfied in the ordinary course of business

pursuant to the Employee Wage Order. As a result, pre-petition wage claims and associated

payroll taxes have been listed on Schedule E for SLT at $0.00.

Taxes and fees other than payroll taxes may also have been due and owing as of the

Petition Date. The Debtors have listed any and all taxing authorities that were owed money or

had a sales tax audit pending as of the Petition Date on Schedule E. On July 10, 2020 [Docket

No. 52], the Bankruptcy Court entered an interim order and on July 29, 2020 [Docket No. 180]

the Bankruptcy Court entered a final order granting the Debtors authority to pay certain pre-

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petition sales and use taxes in the ordinary course of business (collectively, the “Sales and Use

Tax Order”). The Debtors subsequently made payments pursuant to the Sales and Use Tax

Order. In light of those payments, the Debtors believe that their sales and use tax obligations

have been or will be satisfied in the ordinary course of business pursuant to the Sales and Use

Tax Order. As a result, pre-petition sales and use tax claims have been listed on Schedule E at

$0.00. Other potential priority liabilities have been scheduled in the amounts contained on the

Debtors’ books and records or in unknown amounts, as applicable.

The listing of any claim on either Debtor’s Schedule E does not constitute an admission

by the Debtors that any claim in fact exists and/or is entitled to priority treatment under section

507 of the Bankruptcy Code. The Debtors reserve all rights to dispute the priority status and

amount of any claim on any basis. Moreover, the listing of any tax claim on either Debtor’s

Schedule E is not an admission or designation by the Debtors that such claim in fact exists or

should be allowed as a pre-petition tax claim.

5. Schedule F. The claims listed in each Schedule F fall into the following general

categories:

a. Vendor claims: Claims of individual creditors for, among other things,

goods and services. In the ordinary course of business, the Debtors dispute the amounts and

usage of goods and services provided by their vendors. As a result, the Debtors may possess

certain claims and causes of action against various vendors, including contingent claims in the

form of counterclaims or setoffs. For purposes of each Schedule F, the Debtors have scheduled

the gross amount of each claim but reserve all rights with respect to any and all credits and

allowances including the right to assert claims objections, counterclaims, and/or setoffs with

respect to same.

b. Claims of Counterparties to Leases and Executory Contracts. Pre-petition

amounts owing to, among other things, counterparties to executory contracts and unexpired

leases also may be reflected on Schedule F. These amounts do not include rejection damage

claims of the counterparties to executory contracts and unexpired leases that may be rejected.

c. Claims of Litigation Counterparties and Insurance Claimants. Litigation

and other potential claims have been listed as “$0” in amount on Schedule F. The Debtors may

have various objections, defenses, counterclaims, third-party claims, and other rights in

connection with such claims, all of which are expressly preserved.

6. Schedule G. Although the Debtors have made every effort to ensure the accuracy

of Schedule G, inadvertent errors or omissions may have occurred. Listing a contract or

agreement on Schedule G does not constitute an admission that such contract or agreement is an

executory contract or unexpired lease or that such contract or agreement was in effect on the

Petition Date or is valid or enforceable. The Debtors hereby reserve all of their rights to dispute

the validity, status, or enforceability of any contracts, agreements, or leases set forth in Schedule

G and to amend or supplement Schedule G as necessary. Certain of the leases and contracts

listed on Schedule G may contain renewal options, guarantees of payment, options to purchase,

rights of first refusal, and other miscellaneous rights. Such rights, powers, duties, and

obligations may not be set forth separately on Schedule G. In addition, the Debtors may have

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entered into various other types of agreements in the ordinary course of their business, such as

easements, rights of way, subordination agreements, nondisturbance agreements, supplemental

agreements, amendments/letter agreements, title agreements, and confidentiality or

nondisclosure agreements. Such documents may not be set forth in Schedule G.

The Debtors may be party to certain agreements that have expired by their terms. Out of

an abundance of caution, the Debtors may have listed certain such agreements on Schedule G.

The Debtors’ inclusion of such contracts or agreements on Schedule G is not an admission that

any such contract or agreement is an executory contract or unexpired lease.

Omission of a contract or agreement from Schedule G does not constitute an admission

that such omitted contract or agreement is not an executory contract or unexpired lease. The

Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or

agreements are not impaired by the omission of those contracts from Schedule G.

The Debtors’ retail store leases are listed on Schedule G by location and store number.

7. Insiders. In the circumstances where the Schedules and Statements require

information regarding insiders and/or officers and directors, the Debtors have attempted to

include therein parties set forth in 11 U.S.C. § 101(31)(B), including each of the Debtors’

(a) “directors” (or persons in similar positions) and (b) employees that may be, or may have been

during the relevant period, “officers” (or persons in control). The Debtors have attempted to

exclude in such applicable Schedules and Statements information relating to certain employees

who, despite the title of their position with the Debtors (including without limitation certain

employees with the title of “officer” or “director”) are not “officers” or “directors” of the Debtor

as such term is used in the Bankruptcy Code because, among other things, such employees

(i) serve or served in a purely administrative and/or ministerial capacity, (ii) were not appointed

directors of the Debtors, and/or (iii) do not have and have never had any material inside

information as a result of their employment with the Debtors. The listing of a party as an insider

is not intended to be nor should it be construed as a legal characterization of such party as an

insider and does not act as an admission of any fact, claim, right, or defense, and all such rights,

claims, and defenses are hereby expressly reserved. Employees have been included in this

disclosure for informational purposes only and should not be deemed to be “insiders” in terms of

control of the Debtors, management responsibilities, functions, decision-making, corporate

authority, and/or as otherwise defined by applicable law, including, without limitation, federal

securities laws, or with respect to any theories of liability or for any other purpose.

8. Statement of Financial Affairs

a. Question 3. The Debtors’ responses reflect disbursement data from the

respective Debtors’ banking activity and exclude (a) employee wage payments and

withholdings such as tax withholdings and benefits withholdings remitted by the Debtors

to the applicable authorities and (b) amounts paid to insiders (which are reflected in

Question 4).

b. Question 4. The payments made to ING Bank N.V. were for fees on the

letters of credit issued by ING Bank for the benefit of the Debtors’ senior secured lenders

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and for which Investcorp S.A., the controlling shareholder of the Debtors, is the

responsible party.

c. Question 16. The Debtors’ privacy policy regarding its collection and use

of personally identifiable information is available to the public at

https://www.surlatable.com/privacy-policy.html

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Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

SLT Holdco, Inc.

20-18368Case number (if known):

Debtor Name

Official Form 207

The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known).

04/19

United States Bankruptcy Court for the District of New Jersey

Check if this is an amended filing

Part 1: Income

NoneX

1. Gross Revenue from business

Identify the beginning and ending dates of the debtor's fiscal year, which may be a calendar year

Sources of Revenue Gross Revenue(before deductions and exclusions)

None

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

X

2. Non-business revenue

Description of sources of revenue

Gross Revenue from each source(before deductions and exclusions)

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

None

List payments of transfers - including expense reimbursements to any creditor, other than regular employee compensation, within 90 days before filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.)

X

Creditor's name and address Dates Total amount or value Reasons for payment or transfer

3. Certain payments or transfers to creditors within 90 days before filing this case

Check all that apply

Page 1Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

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In re Case No.SLT Holdco, Inc. 20-18368

None

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31).

X

Insider's name and address Dates Total amount or value Reasons for payment or transfer

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

None

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

X

Creditor's name and address Description of the property Date

5. Repossessions, foreclosures, and returns

Value of property

None

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt.

X

6. Setoffs

AmountDate action was taken

Creditor's name and address Description of the action creditor took

Part 3: Legal Actions or Assignments

None

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity—within 1 year before filing this case.

X

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

Status of caseCourt or agency's name and addressCase title Nature of case

Page 2Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

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In re Case No.SLT Holdco, Inc. 20-18368

None

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

X

8. Assignments and receivership

ValueCustodian's name and address Description of the property

Part 4: Certain Gifts and Charitable Contributions

NoneX

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of gifts to that recipient is less than $1,000

ValueDates givenRecipient's name and address Description of the gifts or contributions

Part 5: Certain Losses

NoneX

10. All losses from fire, theft, or other casualty within 1 year before filing this case.

Value of property lostDate of lossDescription of the property lost and how the loss occurred

Amount of payments received for the lossIf you have received payments to cover the loss, for example, from insurance, government compensation, or tort liability, list the total received.List unpaid claims on Official Form 106 A/B (Schedule A/B: Assets - Real and Personal Property).

Part 6: Certain Payments of Transfers

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking

11. Payments related to bankruptcy

Page 3Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

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In re Case No.SLT Holdco, Inc. 20-18368

None

bankruptcy relief, or filing a bankruptcy case.

x

Total amount or valueDatesWho was paid or who received the transfer? Address

If not money, describe any property transferred

None

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to a self-settled trust or similar device.Do not include transfers already listed on this statement.

X

12. Self-settled trusts of which the debtor is a beneficiary

Total amount or valueDates transfers were made

Name of trust or device Describe any property transferred

None

List any transfers of money or other property - by sale, trade, or any other means - made by the debtor or a person acting on behalf of the debtor within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs.Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

X

13. Transfers not already listed on this statement

Total amount or valueDate transfer was made

Who received transfer? Address. Description of property transferred or payments received or debts paid in exchange.

Part 7: Previous Locations

Does not apply

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

X

Address Dates of occupancy

14. Previous addresses

Part 8: Health Care Bankruptcies

Is the debtor primarily engaged in offering services and facilities for:- diagnosing or treating injury, deformity, or disease, or- providing any surgical, psychiatric, drug treatment, or obstetric care?

15. Health Care bankruptcies

Page 4Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

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In re Case No.SLT Holdco, Inc. 20-18368

NoYes. Fill in the information below.

Go to Part 9.

If debtor provides meals and housing, number of patients in debtor's care

Facility name and address Nature of the business operation, including type of services the debtor provides

Location where patient records are maintained How are records kept?ElectronicallyPaper

Part 9: Personally Identifiable Information

16. Does the debtor collect and retain personally identifiable information of customers?

NoYes. State the nature of the information collected and retained.

Does the debtor have a privacy policy about that information?

NoYes.

17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or profit-sharing plan made available by the debtor as an employee benefit?

NoYes. Does the debtor serve as plan administrator?

Go to Part 10.

No. Go to Part 10.Yes. Fill in below:Name of plan Employer identification number of plan

Has the plan been terminated?NoYes

EIN:

Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

None

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold, moved, or transferred?Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other financial institutions.

X

18. Closed financial accounts

Financial institution name and address

Last balance before closing or transfer

Type of account Date account was closed, sold, moved, or transferred

Last 4 digits of account number

CheckingSavings

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In re Case No.SLT Holdco, Inc. 20-18368

Money MarketBrokerageOther

None

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case.

X

19. Safe deposit boxes

Does debtor still have it?

Description of contentsDepository institution name and address

Names of anyone with access to it. Address

No

Yes

None

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in which the debtor does business.

X

20. Off-premises storage

Does debtor still have it?

Description of contentsFacility name and address Names of anyone with access to it. Address

No

Yes

Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

None

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property.

X

21. Property held for another

ValueDescription of the propertyOwner's name and address Location of the property

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In re Case No.SLT Holdco, Inc. 20-18368

Part 12: Details About Environmental Information

For the purpose of Part 12, the following definitions apply: - Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium) - Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized. - Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance.

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders.

NoYes. Provide details below.

Status of caseNature of the caseCase title Court or agency name and address

PendingOn appealConcludedCase number

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law?

NoYes. Provide details below.

Date of noticeEnvironmental law, if knownSite name and address Governmental unit name and address

24. Has the debtor notified any governmental unit of any release of hazardous material?

NoYes. Provide details below.

Date of noticeEnvironmental law, if knownSite name and address Governmental unit name and address

Part 13: Details About the Debtor's Business or Connections to Any Business

25. Other businesses in which the debtor has or has had an interest

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In re Case No.SLT Holdco, Inc. 20-18368

None

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.Include this information even if already listed in the Schedules.

Business name and address Describe the nature of the business

Employer identification number. Dates business existed

Sur La Table, Inc.6100 4th Avenue S., Suite 500Seatlle, WA 9818

Retail Seller of Home Goods

91-16434091972 - Present

25.1

None

Name and address Dates of service

26. Books, records, and financial statements26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

See Attached SOFA 26a26a.1

None

Name and address Dates of service

26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement within 2 years before filing this case.

PricewaterhouseCoopers, LLC1420 5th Ave., #2800Seattle, WA 98101

2011 to Present26b.1

None

Name and address If any books of account and records are unavailable, explain why

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

Sherri Bakerc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA, 98108

26c.1

Brad Shankc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA, 98108

26c.2

Christine Naismithc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA, 98108

26c.3

None

Name and address

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement within 2 years before filing this case.

See SOFA Exhibit 26d26d.1

27. Inventories

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In re Case No.SLT Holdco, Inc. 20-18368

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

NoYes. Give the details about the two most recent inventories

The dollar amount and basis (cost, market, or other basis)

of each inventory

Date of inventoryName of the person who supervised the taking of the inventory

Name and address of the person who has possession of inventory records

Name Address Position and nature of any interest

% of interest, if any

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the filing of this case.

See attached Exhibit 2828.1

Name Address Position and nature of any interest

Period during which position or interest was held

29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions?

NoYes. Identify below.

Marka Hansen 14 South Forty DockSausalito, CA 94965

Director Resigned 01/31/202029.1

Kevin Nickleberry GCM Grosvenor767 Fifth Ave., 14th FloorNew York, NY 10153

Director Resigned 03/21/202029.2

Jon Ralph c/o Freeman Spogli & Co.299 Park Ave., 20th FloorNew York, NY 10171

Director Resigned 02/26/2029.3

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised?

30. Payments, distributions, or withdrawals credited or given to insiders

NoYes. Identify below.

Reason for providing this value

DatesName and address of recipient Amount of money or description and value of property

Relationship to debtor

Name of the parent corporation Employer identification number of the parent corporation

31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

NoYes. Identify below.

SLT Holdco, Inc. 45-244040331

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STATEMENT OF FINANCIAL AFFAIRS

EXHIBIT

PART 13, QUESTION 26a

BOOKS, RECORDS, AND FINANCIAL STATEMENTS

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SLT Holdco, Inc

Case No. 20‐18368

Name Address Dates of Service

Kirsten Scottc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/31/1996 to Present

Sherri Bakerc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

12/22/2000 to Present

Deborah Bredlc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/8/2001 to Present

Lilibet Ruelosc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

9/16/2002 to Present

Malolyn Andrewc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/6/2002 to Present

Cecelia Beattiec/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

8/22/2005 to Present

Monica Thompsonc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

3/14/2007 to Present

Kristin Jesterc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

3/24/2014 to Present

Marie Bunoanc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

4/29/2013 to Present

Stephanie Oglec/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/13/2014 to Present

Megan Ryanc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

3/16/2015 to Present

Brad Shankc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

8/29/2016 to Present

Cynthia Potter-Gusc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

1/3/2017 to Present

Christine Naismithc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/29/2018 to Present

Kayo Brownc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/22/2019 to Present

Stephany Hernandezc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

12/5/2019 to Present

Kelly Kennedyc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

6/22/2015 to 9/11/2018

SOFA 26a. Books, records, and financial statements.

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Name Address Dates of Service

Caroline LaPlantc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

7/17/2018 to 10/26/2018

Christina Framec/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

12/13/2016 to 02/01/2019

Luz Valtierrezc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

8/15/2017 to 07/12/2019

Lori McNeil Robinsonc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

3/12/2007 to 8/30/2019

Waisan Wongc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

9/12/2011 to 06/05/2020

Adam Hayesc/o Sur La Table, Inc6100 Fourth Avenue SouthSeattle, WA 98108

10/29/2019 to 07/01/2020

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STATEMENT OF FINANCIAL AFFAIRS

EXHIBIT

PART 13, QUESTION 26d

ALL FINANCIAL INSTITUTIONS, CREDITORS, AND OTHER

PARTIES, INCLUDING MERCANTILE AND TRADE

AGENCIES, TO WHOM THE DEBTOR ISSUED A

FINANCIAL STATEMENT WITHIN 2 YEARS BEFORE

FILING THIS CASE

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SLT Holdco, Inc

Case No. 20‐18368

Name Address

Paypal7700 Eastport ParkwayLa Vista, NE 68128

Marsh USA Inc1301 Fifth Avenue, Suite 1900Seattle, WA 98101

American Express Merchant ServicesPO Box 2878Omaha, NE 68103

AIG Trade Credit777 S. Figueroa St, 17th FloorLos Angeles, CA 90017

The CIT Group201 South Tryon StreetCharlotte, NC 28202

Euler Hermes North America800 Red Brook Blvd Owings Mills, MD 21117

Atradius Trade Credit Insurance Inc230 Schilling Circle, Suite 240Hunt Valley, MD 21031

Coface650 College Road East, Suite 2005Princeton, NJ 08540

Simon Property Group225 West Washington StreetIndianapolis, IN 46204

CityPlace Retail LLC700 S Rosemary West Palm Beach, FL 33401

Westfield Property Management LLC2049 Century Park East, 41st FloorCentury City, CA 90067

Midway CC Venture I LPCityCentre OneHouston, TX 77024

Groupe SEB5 Wood Hollow Rd, 2nd FloorParsippany, NY 07054

Le Creuset of America114 Bob Gifford BlvdEarly Branch, SC 29916

Whirlpool Corporation2400 M-63Benton Harbor, MI 49022

Fortessa Tableware Solutions LLC20412 Bashan Drive Ashburn, VA 20147

Breville USA2851 East Las Hermanas StRancho Dominguez, CA 90221

YETI Coolers, LLC7601 Southwest ParkwayAustin, TX 78735

Loughlin Management Partners20 West 55th StreetNew York, NY 10019

Ballentine Partners230 Third Ave, 6th FloorWaltham, MA 02451

Solic Capital Advisors425 W New England, Suite 300Winter Park, FL 32789

F.S. Equity Partners IV, LP11100 Santa Monica Blvd, Suite 1900Los Angeles, CA 90025

Wells Fargo Bank NA125 High St, 11th FloorBoston, MA 02110

Blackrock Capital Investment Corp40 East 52nd Street, 21st FloorNew York, NY 10022

CapitalSouth Partners SBIC Fund III LP4201 Congress Street, Suite 360Charlotte, NC 28209

Great American Group 21255 Burbank Blvd, Suite 400Woodland Hills, CA 91367

Houlihan Lokey Financial Advisors, Inc.100 Crescent Court, Suite 900Dallas, TX 75205

SOFA 26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, 

to whom the debtor issued a financial statement within 2 years before filing this case.

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STATEMENT OF FINANCIAL AFFAIRS

EXHIBIT PART 13, QUESTION 28

LIST THE DEBTOR’S OFFICERS, DIRECTORS, MANAGING

MEMBERS, GENERAL PARTNERS, MEMBERS IN CONTROL, CONTROLLING SHAREHOLDERS, OR OTHER PEOPLE IN CONTROL OF THE DEBTOR AT THE TIME OF

FILING OF THIS CASE

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SLT Holdco, Inc

Case No. 20‐18368

Name Address Position and Nature of any Interest Percentage of Interest

Jason Goldbergerc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA 98108

CEO 0.00%

Chris Naismithc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA 98108

CFO 0.00%

Sherri Bakerc/o Sur La Table6100 Fourth Avenue SouthSeattle, WA 98108

Treasurer / Secretary 0.00%

Carl Behnkec/o Cornerstone Advisors, Inc.225 108th Avenue NE, Suite 400Bellevue, WA 98004

Director 0.00%

Joseph Daherc/o Kai Management GroupOne Penn Plaza, 36th FloorNew York, NY 10119

Director 0.00%

Michael Emmetc/o Investcorp280 Park Ave.New York, NY 10017

Director 0.00%

Kelly Kennedyc/o The Bartell Drug Company4025 Delridge Avenue, Suite 400Seattle, WA 98106

Director 0.00%

Kevin Keoughc/o Investcorp280 Park Ave.New York, NY 10017

Director 0.00%

Warren Knappc/o Investcorp280 Park Ave.New York, NY 10017

Director 0.00%

Charles Sweetc/o IRC Consulting, Inc.1020 Holland Dr, Unit 114Boca Raton, FL 33487

Director 0.00%

Investcorp and affiliates280 Park Ave.New York, NY 10017

Controlling shareholder 87.04%

SOFA 28. Current Officers, Directors, Managing Members

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