THE UNITED STATES BANKRUPTCY COURT FOR …...the Motion of the Debtor to Dismiss the Chapter 11 Case and for Entry of an Order Establishing the Dismissal Procedures [D.I. 214] (the

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THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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In re:

L.K. BENNETT U.S.A, INC.,1

Debtor.

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Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: 214, 219 & 229

REPLY OF THE DEBTOR TO THE UNITED STATES TRUSTEE’S OMNIBUS

OBJECTION TO MOTION OF THE DEBTOR TO DISMISS THE CHAPTER 11

CASE AND FOR ENTRY OF AN ORDER ESTABLISHING THE DISMISSAL

PROCEDURES (D.E. 214, “MOTION”); AND, MOTION OF THE DEBTOR FOR

ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY

CODE AND BANKRUPTCY RULE 9019 APPROVING PROPOSED STIPULATION

CONCERNING THE COMMITTEE CARVE-OUT (D.E. 219, “CARVE-OUT

MOTION”)

L.K. Bennett U.S.A, Inc., as debtor and debtor in possession (the “Debtor”), by and

through its counsel, DLA Piper LLP (US), hereby submits this reply (the “Reply”) in support of

the Motion of the Debtor to Dismiss the Chapter 11 Case and for Entry of an Order Establishing

the Dismissal Procedures [D.I. 214] (the “Motion to Dismiss”) and the Motion of the Debtor for

Entry of an Order Pursuant to Section 363 of the Bankruptcy Code and Bankruptcy Rule 9019

Approving Proposed Stipulation Concerning the Committee Carve-Out [D.I. 219] (the

“Settlement Motion,” and together with the Motion to Dismiss, the “Motions”) and in response

to the United States Trustee’s Omnibus Objection to the Motions [D.I. 229] (the “Objection”). In

reply, the Debtor respectfully states as follows:

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address for

the Debtor is 595 Madison Avenue, New York, New York 10022.

Case 19-10760-JTD Doc 240 Filed 08/12/19 Page 1 of 9

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PRELIMINARY STATEMENT

1. At the outset of the Debtor’s chapter 11 case (the “Case”) commenced on April 3,

2019 (the “Petition Date”), the Debtor set forth its strategy to begin an orderly liquidation of the

L.K. Bennett-branded merchandise held within its ten retail stores, five store-in-store licensed

locations and distribution center until a buyer expressed interest in purchasing all or substantially

all of the Debtor’s assets as a going concern, including in connection with the UK administration

of its parent company, L.K. Bennett, Ltd (“LKB UK”). Though a buyer eventually emerged for

LKB UK, ultimately the buyer, Byland UK Limited (“Byland”), was not interested in purchasing

the Debtor’s assets and no other buyer emerged. Instead, Byland granted the Debtor a license to

continue to sell L.K. Bennett-branded merchandise through August 2019. This critical license, for

which the Debtor paid no and owes no royalty, permitted the Debtor to maximize its remaining

assets for the benefit of all its stakeholders.

2. Thus, the Debtor continued to liquidate the remainder of its inventory, rejected its

unexpired leases and began to wind down its retail operations. Given the circumstances, the

Debtor has maximized the value of its estate to the best of its ability for the benefit of all its

creditors. Subsequently, the Debtor, in consultation with its advisors, entered into discussions with

the Official Committee of Unsecured Creditors appointed in the Case (the “Committee”) and

Wells Fargo Capital Finance (UK) Limited and Wells Fargo Bank N.A. (London Branch)

(collectively, “Wells Fargo”) to consider exit strategies that would allow the sale proceeds quickly

to be distributed to creditors.

3. The arm’s-length, good faith negotiations among the Debtor, the Committee and

Wells Fargo resulted in the filing of the Motions. Notwithstanding that the agreement and

consensual resolution among the Debtor and its creditors will result in a significant distribution for


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non-insider unsecured creditors, the U.S. Trustee filed the Objection, noting its preference for a

combined disclosure statement and liquidating plan under Local Rule 3017-2 of the Local Rules

for the United States Bankruptcy Court, District of Delaware (the “Local Rules”). Unfortunately

the preference of the U.S. Trustee is not determinative, as the dismissal of the Case and the

agreement contemplated by the Settlement Motion are in the best interests of the Debtor’s estate

and creditors in order to preserve the fund for unsecured creditors, rather than utilize most or all

of that fund to pay for the costs of drafting the plan and disclosure statement and soliciting

acceptances to such a plan. The U.S. Trustee’s specific objections to the Motions – to the release

language, to the proposed claims resolution process and to the Committee’s role in the Settlement

Motion – are also unwarranted. Nonetheless, the Debtor, in consultation with the Committee and

Wells Fargo, has revised the proposed orders to address the U.S. Trustee’s concerns and clarify

the parties’ intentions with respect to the claims resolution process and dismissal of this Case.

Accordingly, for the reasons set forth below, the Objection should be overruled and the proposed

orders granting the Motions, as revised, should be entered.

ARGUMENT

A. Dismissal of the Case is Allowed, Warranted and in the Best Interest of Creditors.

4. In its Objection, the U.S. Trustee expresses a preference for a combined disclosure

statement and plan of liquidation pursuant to Local Rule 3017-2 and its general distaste for

structured dismissals. See Objection at ¶¶ 9 (“The affairs of this estate would be more efficiently

and expeditiously wound up by the Debtor filing a liquidating plan of reorganization compliant

with Delaware Local Bankruptcy Rule 3017-2 . . . The Motions seek to avoid the protections of

the plan confirmation process, and seek relief not authorized by the Code.”); see also Objection at

¶¶ 17, 21. Regardless of the U.S. Trustee’s preferred exit strategy, structured dismissals are


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permissible under the Bankruptcy Code and, in this case, a structured dismissal is warranted and

in the best interest of creditors.

5. Despite general opposition by the U.S. Trustee, structured dismissals may be

ordered by bankruptcy courts. See Official Comm. Of Unsecured Creditors v. CIT Grp./Business

Credit Inc. (In re Jevic Holding Corp., et al.) 787 F.3d 173, 181 (3d Cir. 2015) rev’d on other

grounds sub nom., Czyzewski v. Jevic Holding Corp., 137 S. Ct. 973 (2017) (noting that a

bankruptcy court has the discretion to order a structured dismissal); see also In re Buffet Partners,

L.P., No. 14-30699, 2014 WL 3735804 at *2 (Bankr. N.D. Tex. July 28, 2014) (holding that

1112(b) and 105(a) provide sufficient authority to grant structured dismissals). In fact, courts have

held that certain circumstances may warrant the entry of a structured dismissal order. See In re

Petersburg Regency LLC, 540 B.R. 508, 547 (Bankr. D.N.J. 2015) (holding that the bankruptcy

court had authority to order a structured dismissal where secured claims far exceeded the value of

the remaining collateral, there was no possibility for a distribution to unsecured creditors without

settlement, and no realistic possibility of a reorganization or conversion to chapter 7); see also In

re Buffet Partners, L.P., No. 14-30699, 2014 WL 3735804 at *3 (noting that, while not expressly

provided for in the Bankruptcy Code, a structured dismissal may be an appropriate resolution of a

case where the process includes sufficient guarantees that fundamental rules and principles

governing the administration and distribution of estate assets are upheld).

6. Indeed, given the circumstances, a structured dismissal of this Case is warranted.

As set forth in the Motions, the Debtor has liquidated all of its inventory and no longer conducts

any business. The secured claim held by Wells Fargo significantly exceeds the amount of the

liquidation sale proceeds and, therefore, the Debtor’s unsecured creditors would receive no

distribution absent the settlement set forth in the Settlement Motion. Further, inclusion of the LKB


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UK unsecured claim in the class of unsecured creditors would dwarf all other unsecured claims

combined and LKB UK’s agreement to not receive a distribution from the funds carved out from

Wells Fargo’s collateral for unsecured creditors is substantial consideration in favor of the

Debtor’s estate and its creditors. Finally, preparation and solicitation of a combined disclosure

statement and plan of liquidation would force the estate to incur additional administrative costs,

including professional fees and expenses. In fact, the extensive preparation required to confirm a

chapter 11 plan, even a combined disclosure statement and plan under Local Rule 3017-2, would

deprive the creditors of any recovery, and deplete the recovery to Wells Fargo; with no

concomitant benefit to any stakeholder.

7. Conversion of the Case to a case under chapter 7 provides no greater benefit nor

efficiency. In fact, conversion to chapter 7 would add another layer of administrative expenses in

the form of professional fees and trustee commissions without any corresponding benefit.

Conversion of the Case would significantly delay any distribution to Wells Fargo, if the liquidation

proceeds were not distributed on or before conversion, while unsecured creditors would receive

no distribution. Indeed, these are the same circumstances that have led other courts, including the

court in Petersburg Regency, to conclude that structured dismissal is not only permissible but

justified. It cannot be ignored that only the U.S. Trustee has objected to the Motion to Dismiss.

See In re Buffet Partners, L.P., No. 14-30699, 2014 WL 3735804 at *3 (granting a structured

dismissal that was “essentially consensual” because “not one party with an economic stake in the

case … objected to the dismissal”).


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B. The Debtor and Certain Third Parties May Receive a Release in Connection with a

Structured Dismissal.

8. The Objection asserts that the dismissal order inappropriately seeks a discharge of

the Debtor and exculpation for estate professionals and that the exchange of consideration in

“satisfaction and release” and “complete settlement” are inappropriate. See Objection at ⁋⁋ 11,

13. To the contrary, the Debtor is not seeking a discharge. Instead, the Debtor has included in its

proposed orders on the Motions releases and exculpation language consistent with language that

has previously been approved in connection with structured dismissals by courts in this district.

See In re Real Indus., Inc., Case No. 17-12464 (KJC) (Bankr. D. Del. Dec. 18, 2018) [D.I. 1165]

(structured dismissal order including exculpation language over the objection of the U.S. Trustee);

In re Intervention Energy Holdings, LLC, Case No. 16-11247 (KJC) (Bankr. D. Del. Nov. 21,

2016) [D.I. 260] (structured dismissal order including exculpation language for debtors’

professionals and releases for the secured lender); In re Parallel Energy LP, Case No. 15-12263

(KG) (Bankr. D. Del. Oct. 26, 2016) [D.I. 362] (structured dismissal order including a release for

the debtor and exculpation language for debtors’ professionals); In re Jevic Holdings Corp., Case

No. 08-11006 (BLS) (Bankr. D. Del. Dec. 4, 2012) [D.I. 1520] vacated on other grounds, 688 Fed.

Appx. 166 (2017) (structured dismissal and settlement order approving releases for debtors,

secured lenders and official unsecured creditors committee included in settlement agreement); In

re Pappas Telecasting, Inc., Case No. 09-10916 (PJW) (Bankr. D. Del. June 4, 2010) [D.I. 2132]

(structured dismissal order including exculpation for estate professionals). Under the proposed

orders, the Debtor is not discharged.

9. Releases are commonly approved in connection with structured dismissals.

“Unlike the old-fashioned one sentence dismissal orders—‘this case is hereby dismissed’—

structured dismissal orders often include some or all of the following additional provisions:


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‘releases (some more limited than others), protocols for reconciling and paying claims, “gifting”

of funds to unsecured creditors [, etc.]’ ” In re Jevic Holding Corp., 787 F.3d at 177 (quoting In

re Strategic Labor, Inc., 467 B.R. 11, 17 n.10 (Bankr. D. Mass. 2012)). Notwithstanding the

foregoing, the Debtor has revised the release language contained in the proposed orders attached

to the Motions to address the U.S. Trustee’s concerns. Revised proposed orders (the “Proposed

Orders” and each a “Proposed Order”) are attached hereto as Exhibit A and B.

C. The Committee May Bind the Unsecured Creditor Body

10. Next, the U.S. Trustee asserts that the Committee may not bind creditors, citing In

re Donlevy’s Inc. See Objection at ¶ 12. Donlevy’s is inapplicable here, because there is no plan

pending before the Court to which the Committee seeks to bind all creditors. Further, though the

Third Circuit determined in In re Kensington Int’l Ltd., that while the committee had a fiduciary

duty to represent the collective interests of the unsecured class of creditors, “it did not have the

authority to bind each individual creditor,” which holding has been limited to the facts of

Kensington. 368 F.3d 289, 315 (3d Cir. 2004). The Court, in In re W.R. Grace & Co., put a finer

point on the Kensington case, stating:

In Kensington, the Third Circuit did not make a blanket statement that a

creditor’s committee does not retain authority to bind individual committee

members. Rather, the holding of Kensington was specific to the facts of that

case, and dealt with whether a district court judge must recuse himself from

presiding over several bankruptcy cases, originally including the case at

hand. The Third Circuit's discussion in relation to creditor committees dealt

with the imputation of knowledge in the possession of counsel to the

committee, not whether the committee chairperson generally had the

authority to negotiate and act [on] behalf of the committee as a whole.

475 B.R. 34, 203 n.192 (D. Del. 2012). Accordingly, the Committee is not prohibited from binding

the unsecured creditor body in connection with a settlement under Rule 9019 of the Bankruptcy

Rules. Notwithstanding the foregoing, the Debtor has revised the Proposed Orders to address the

U.S. Trustee’s concerns. Specifically, the Debtor revised the Proposed Order attached to the


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Motions, attached hereto as Exhibit A and B, to address the U.S. Trustee’s concerns by (i)

providing additional detail with respect to disputed claims during the claims resolution process,

which will give unsecured creditors an opportunity to be heard by this Court and (ii) including a

release by the Committee, not the unsecured creditor body.

D. The Claims Resolution Process Will Give Creditors An Opportunity to be Heard in

Accordance with the Bankruptcy Rules

11. Finally, by the Objection, the U.S. Trustee objects to the claims resolution process

set forth in the Motions on the grounds that it does not provide creditors with the protections

afforded in the Bankruptcy Rules. See Objection at ⁋⁋ 15-16. The Motions do not set forth the

claims resolution process in detail. See Motion to Dismiss at ⁋ 27(e). In an effort to resolve the

U.S. Trustee’s Objection, the Debtor revised the Proposed Orders to provide detailed procedures

of the claims resolution process to be employed in connection with the dismissal of this Case. The

Debtor respectfully submits that the claims resolution process set forth in the revised Proposed

Orders complies in large part with the Bankruptcy Rules and affords each creditor the opportunity

to be heard in connection with its claim.

CONCLUSION

12. Through the efforts of all stakeholders, the Debtor has been able to maximize the

value of the Debtor’s assets for the benefit of all stakeholders and end its Case with a distribution

to all creditors; indeed, if the Settlement is approved, general unsecured creditors may receive

approximately a 20% distribution. In collaboration with these stakeholders, the Debtor has crafted

a dismissal that allows for the efficient distribution of these assets to the creditors. There is no

basis in fact or law to counsel a result that eliminates this recovery to meet a procedural desire by

the U.S. Trustee. Accordingly, the Debtor requests that the Objection be overruled and the

Motions be granted.


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WHEREFORE, the Debtor respectfully requests that the Court overrule the Objection,

approve the Motions and enter the revised Proposed Orders attached as Exhibit A and B to this

Reply.

Dated: August 12, 2019

Wilmington, Delaware

DLA PIPER LLP (US)

/s/ Stuart M. Brown

Stuart M. Brown (DE 4050)

1201 North Market Street, Suite 2100

Wilmington, Delaware 19801

Telephone: (302) 468-5700

Facsimile: (302) 394-2341

Email: [email protected]

-and-

Richard A. Chesley (admitted pro hac vice)

444 West Lake Street, Suite 900

Chicago, Illinois 60606

Telephone: (312) 368-4000

Facsimile: (312) 236-7516


Jamila Justine Willis (admitted pro hac vice)

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 335-4500

Facsimile: (212) 335-4501


Counsel to the Debtor


EXHIBIT A

Case 19-10760-JTD Doc 240-1 Filed 08/12/19 Page 1 of 27

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IN THE UNITED STATES BANKRUPTCY COURT


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In re:


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Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: 214

ORDER ESTABLISHING THE DISMISSAL PROCEDURES FOR

THE DISMISSAL OF THE CHAPTER 11 CASE

This matter coming before the Court on the Motion of the Debtor to Dismiss the Chapter

11 Case and for Entry of an Order Establishing the Dismissal Procedures (the “Motion”)2 filed

by the above-captioned debtor (the “Debtor”) seeking dismissal of the Chapter 11 Case and entry

of an order establishing the Dismissal Procedures, including the Bar Dates for Claims and the

form and manner of notice thereof pursuant to sections 105(a), 305(a), 501, 503(b), 507(a)(2)

and 1112(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 1017, 2002,

3002(a) and 3003(c) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and

Rule 2002-1(e) of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”); the Court having reviewed

the Motion and having found that (i) the Court has jurisdiction over this matter pursuant to 28

U.S.C. § 1334; (ii) venue is proper pursuant to 28 U.S.C. § § 1408 and 1409; (iii) notice of the

Motion was appropriate under the circumstances; and the Court having determined that the relief

requested in the Motion is reasonable and in the best interests of the Debtor, its estate, its

creditors and other parties in interest; and it appearing that proper and adequate notice of the



2 Capitalized terms used in this Order but not defined shall have the meaning ascribed to them in the Motion.


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Motion has been given and that no other or further notice is necessary; and after due deliberation

thereon; and good and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion as it relates to the Dismissal Procedures is GRANTED as provided in

this Order.

2. The form of Dismissal Order attached hereto as Exhibit 1 is hereby approved,

however the dismissal of the Chapter 11 Case shall remain subject to this Court’s subsequent

entry of the Dismissal Order.

3. The Debtor may file the Dismissal Order under Certification of Counsel,

certifying that all Preconditions to Dismissal have been completed.

4. The Dismissal Procedures set forth below are approved and established.

a. Wind-Down Budget. Attached as Exhibit 2 to this Order is a cash flow forecast

(the “Wind-Down Budget”), which reflects on a line item-basis the Debtor’s (i)

weekly projected cash receipts, if any and (ii) weekly projected disbursements

including estimated administrative expenses and pre-petition priority claims and

estimated fees and expenses of professionals retained in the Chapter 11 Case. The

Wind-Down Budget contemplates the payment of all allowed, known, and valid

priority claims and administrative expenses, including the fees and expenses of

professionals retained in the Chapter 11 Case.

b. Pre-Petition Claims Bar Date. All entities, other than governmental units (as

defined in section 101(27) of the Bankruptcy Code) and certain other specified

parties, must file proofs of claim in the Chapter 11 Case related to pre-petition

claims, excluding section 503(b)(9) administrative priority claims (collectively,

the “Pre-Petition Claims”) no later than September 11, 2019 at 4:00 p.m. (ET)

(the “Pre-Petition Claims Bar Date”).

c. Governmental Claims Bar Date. Governmental units must file proofs of claim

in the Chapter 11 Case related to Pre-Petition Claims (each a “Governmental Unit

Claim”) no later than October 30, 2019 at 4:00 p.m. (ET) (the “Governmental

Claims Bar Date”).

d. Final Fee Bar Date. Professionals retained by the Debtor or the Committee in

the Chapter 11 Case must file their final fee applications for services rendered and

the reimbursement of expenses in the Chapter 11 Case (each a “Final Fee


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Application”) no later than September 11, 2019 at 4:00 p.m. (ET) (the “Final Fee

Bar Date”). The hearing date to consider approval of the Final Fee Applications

is October ____, 2019.

e. Priority Claims Bar Date. All entities that hold or wish to assert an

administrative expense claim under section 503(b) of the Bankruptcy Code,

including claims under section 503(b)(9) of the Bankruptcy Code or a Final Fee

Application (each a “Priority Claim,” and collectively with the Pre-Petition

Claims, Governmental Unit Claims, and Final Fee Applications, the “Claims”)

must file a request for allowance of such administrative expense claim under

section 503(b) of the Bankruptcy Code (a “Request for Payment”), substantially

in the form attached hereto as Exhibit D or a proof of claim asserting such claim

under section 503(b)(9) of the Bankruptcy Code in the Chapter 11 Case no later

than September 11, 2019 at 4:00 p.m. (ET) (the “Priority Claims Bar Date,” and,

collectively with the Governmental Claims Bar Date, Pre-Petition Claims Bar

Date and the Final Fee Bar Date, the “Bar Dates”).

f. Claims Resolution Process. In the event a dispute (each a “Claim Dispute”)

arises in connection with a Claim validly and timely filed in the Chapter 11 Case,

counsel to the Committee shall notify (i) the Debtor; (ii) the United States Trustee

and (iii) the claimant, by first-class mail to the person most recently designated on

the claimant’s Proof of Claim as the person to receive notices, at the address so

indicated regarding the resolution thereof, and that in the case that the Claim

Dispute cannot be resolved within thirty (30) days of such notification to the

claimant, it shall be heard before the Court at the next omnibus hearing date.

g. Preconditions to Dismissal. The Debtor will seek dismissal by entry of the

proposed form of order (the “Dismissal Order”) attached as Exhibit 1 to this

Order through the filing of a Certification of Counsel certifying that the Debtor

has: (a) satisfied, resolved or otherwise settled all allowed, known, and valid

priority claims and administrative expenses, including all professional fees and

expenses approved by the Court on a final basis pursuant to the Wind-Down

Budget and Cash Collateral Orders or funded a reserve therefor; (b) satisfied all

pending Adequate Protection Obligations (as defined in the Final Agreed Cash

Collateral Order) of Wells Fargo in full; (c) disposed of its remaining de minimis

assets; (d) transferred the Committee Carve-Out to the Committee; (e) distributed

all remaining assets to Wells Fargo in satisfaction of its claims”); (f) paid all fees

and filed all reports required by the U.S. Trustee; and (g) filed its final income tax

return (collectively, the “Preconditions to Dismissal”).

h. Dissolution of the Debtor. Immediately prior to, upon or after dismissal of the

Chapter 11 Case, the Debtor is authorized to take all reasonably necessary steps to

dissolve under applicable law.

5. The Bar Date Notice in substantially the form attached to the Motion as Exhibit

B, the Publication Notice in substantially the form attached to the Motion as Exhibit C, the Proof


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of Claim Form in substantially the form attached to the Motion as Exhibit D, and the Request for

Payment Form in substantially the form attached to the Motion as Exhibit E and the manner of

providing notice of the Bar Dates in the Motion, are approved in all respects pursuant to

Bankruptcy Rule 2002(a)(7) and 2002(l), and Local Rule 2002-1(e). The form and manner of

notice of the Bar Dates approved herein are deemed to fulfill the notice requirements of the

Bankruptcy Rules and the Local Rules, and notice of the Bar Dates in the form and manner as

proposed by the Debtor herein including the Publication Notice is fair and reasonable and will

provide good, sufficient, and due notice to all creditors of their rights and obligations in connection

with claims they may assert against the Debtor’s estate in the Chapter 11 cases. Accordingly, the

Debtor is authorized to publish the Bar Date Notice Package and Publication Notice in the manner

described in paragraph 6 below.

6. As soon as practicable, but in any event no later than two (2) business days of the

entry of this Order the Debtor shall (i) cause the Bar Date Notice Package to be posted on the

website established by Omni for the Chapter 11 Case at https://omnimgt.com/lkbennettusaserve

and (ii) cause a copy of the Publication Notice to be published in the national edition of USA

Today.

7. Except as provided in paragraph 8 of this Order, any entity holding a Claim must

file a proof of claim or request for payment in the Chapter 11 Case in accordance with the

procedures described herein by the applicable Bar Date identified in the Dismissal Procedures

above.

8. The following entities whose claim otherwise could be subject to the Bar Dates

shall not be required to file proofs of claim or other requests or applications for payment by the

Debtor: (a) any entity that has already properly filed a Proof of Claim, Request for Payment, or


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Final Fee Application with Omni or the Clerk of the Court; (b) any entity (i) whose claim is

listed in the Schedules or any amendments thereto, and (ii) whose claim is not described therein

as “disputed,” “contingent,” or “unliquidated,” and (iii) who does not dispute the amount or

classification of its claim as set forth in the Schedules; (c) any person or entity whose claim

against the Debtor has been allowed by an order of the Court entered on or before the applicable

Bar Date; (d) any person or entity whose claim has been paid by the Debtors; and (e) Wells

Fargo.

9. For any proof of claim, request for allowance of claim or other request for

payment to be validly and properly filed, each must be an original (i) signed by the claimant, or

if the claimant is not an individual, by an authorized agent of the claimant; (ii) written in the

English language; (iii) denominated in lawful currency of the United States as of the applicable

Bar Date; (iv) together with any accompanying documentation required by Bankruptcy Rules

3001(c) and 3001(d) and supporting documentation (or, if such documentation is voluminous, a

summary of such documentation) or an explanation as to why such documentation is not

available; and (v) must be delivered to Omni at the address identified on the Bar Date Notice so

as to be received no later than 4:00 p.m. (ET) on the applicable Bar Date. The same may be

submitted in person or by courier service, hand delivery or mail and will be deemed received

when actually received by Omni but submissions by facsimile or e-mail shall not be accepted. If

a creditor wishes to receive acknowledgement of Omni’s receipt of a proof of claim, request for

allowance of claim or other request for payment, the creditor also must submit to Omni by the

applicable Bar Date and concurrently with submitting its original (a) a copy of the same and (b) a

self-addressed, stamped return envelope.


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10. Any person or entity purportedly holding a Claim that is required to file the same,

but fails to do so properly or timely in accordance with this Order, shall be barred from receiving

any payment on account of such Claim, including but not limited to, any distributions from the

Committee Carve-Out.

11. Nothing in this Order shall prejudice the right of the Debtor, the Committee or any

other party in interest to dispute, or to assert offsets or defenses to, any claim reflected in the

Schedules as to amount, liability, characterization, or otherwise, and to subsequently designate any

claim as disputed, contingent, or unliquidated, or preclude the Debtor or the Committee in

resolving a Claim Dispute from objecting to any claim, whether scheduled or filed, on any

grounds, including commencing an adversary proceeding pursuant to Bankruptcy Rule 7001.

12. The Debtor, the Committee and Omni are authorized to take all actions necessary

to effectuate the relief granted pursuant to this Order in accordance with the Motion.

13. The Court shall retain jurisdiction over disputes pertaining to this Order.


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EXHIBIT 1

Dismissal Order


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In re:


Debtor.

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Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: _____ & ____

ORDER DISMISSING THE CHAPTER 11 CASE

This matter coming before the Court on the Motion of the Debtor for Dismissal of the

Chapter 11 Case and the Entry of an Order Establishing the Dismissal Procedures (the

“Motion”)2 filed by the above-captioned debtor (the “Debtor”) seeking dismissal of the Chapter

11 Case and entry of an order establishing the Dismissal Procedures pursuant to sections 105(a),

305(a) and 1112(b) of title 11 of the United States Code (the “Bankruptcy Code”), and the Court

having entered the Order Establishing the Dismissal Procedures for the Dismissal of the Chapter

11 Case [D.I. ___] (the “Dismissal Procedures Order”); the Court having reviewed the Motion

and having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §

1334; (ii) venue is proper pursuant to 28 U.S.C. § § 1408 and 1409; (iii) notice of the Motion

was appropriate under the circumstances; and this Court having determined that the relief



Motion has been given and that no other or further notice is necessary; the Debtor having filed a

Certification of Counsel certifying that all transactions contemplated by the Dismissal





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Procedures Order that were preconditions to dismissal have been completed, and after due

deliberation thereon; and good and sufficient cause appearing therefor,


1. The Motion as it pertains to the dismissal of the Chapter 11 Case is GRANTED as

provided in this Order.

2. The Chapter 11 Case is hereby dismissed.

3. From and after the date of this Order, neither the Debtor, the Committee nor the

respective officers, directors, employees, and retained professionals (including attorneys) of each

shall have or incur any liability to any person for any act taken or omitted to be taken in good

faith in connection with the Chapter 11 Case and the dismissal of the Chapter 11 Case (other

than in contravention of the Motion or the implementation of this Order or the Dismissal

Procedures Order), provided however, that nothing herein shall limit the liability for acts or

omission that are the result of fraud, gross negligence or willful misconduct.

4. Notwithstanding Section 349 of the Bankruptcy Code, prior orders of this Court

shall survive dismissal of the Chapter 11 Case.

5. The Committee shall distribute the Committee Carve-Out pursuant to the

Stipulation without further order of this Court.

6. The Debtor shall distribute the Final Fee Reserve pursuant to the Stipulation

without further order of this Court.

7. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.


EAST\168273731.3

3

8. This Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation and/or enforcement of this Order and any other

order of this Court entered in the Chapter 11 Case.


EAST\168273731.3

EXHIBIT 2

Wind- Down Budget


EAST\168273731.3

EXHIBIT B

Bar Date Notice


EAST\168273731.3



---------------------------------------------------------------

In re:


Debtor.

---------------------------------------------------------------

x

:

:

:

:

:

:

x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: ______

NOTICE OF BAR DATES FOR FILING CLAIMS OF ALL CREDITORS

On April 3, 2019 (the “Petition Date”), L.K. Bennett U.S.A, Inc. (the “Debtor”) filed a

voluntary petition pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”). The Debtor, its address, case number and EIN, and other names used by the Debtor

within the last eight years are as follows:

DEBTOR ADDRESS OTHER NAMES

Other name used

by the Debtor in

the last 8 years

CASE NO. EIN

L.K. Bennett

U.S.A, Inc.

P.O .Box 940212

Rockaway Park, New

York 11694

None 19-10760 27-2596607

On August [•] 2019, the United States Bankruptcy Court for the District of Delaware (the

“Court”) entered an order in the Debtor’s chapter 11 case (the “Dismissal Procedures Order”)2

establishing among other things, certain claims bar dates in the Debtor’s chapter 11 case. By the

Dismissal Procedures Order, the Court established: (a) September 11, 2019 at 4:00 p.m. (ET),

as the pre-petition claims bar date (the “Pre-Petition Claims Bar Date”) (b) October 30, 2019 at

4:00 p.m. (ET) as the governmental units claims bar date (the “Governmental Claims Bar

Date”); (c) September 11, 2019 at 4:00 p.m. (ET) as the final fee application bar date (the

“Final Fee Bar Date”); and (d) September 11, 2019 at 4:00 p.m. (ET) as the priority claim bar

date (the “Priority Claims Bar Date” and collectively with the Pre-Petition Claims Bar Date,

Governmental Claims Bar Date and Final Fee Bar Date, the “Bar Dates”). Except as described

below, the Dismissal Procedures Order requires all Entities, other than specified parties, that

have or assert any Claims against the Debtor to file proofs of claim, Requests for Payment and

Final Fee Applications with Omni, the Court-appointed claims and noticing agent in these cases,

so that they are actually received by Omni on or before 4:00 p.m. (ET) on the applicable Bar

Date.



2 Capitalized terms not otherwise defined in this notice (the “Notice”) shall have the meanings ascribed to such terms in the Dismissal Procedures Order.


EAST\168273731.3

2

For your convenience, enclosed with this Notice is a Proof of Claim Form and a Request

for Payment Form.

KEY DEFINITIONS

As used in this Notice, the term “Entity” has the meaning given to it in section 101(15) of

the Bankruptcy Code, and includes all persons (individuals, partnerships and corporations),

estates, trusts, and the U.S. Trustee.

As used in this Notice, the term “Governmental Unit” has the meaning given to it in

section 101(27) of the Bankruptcy Code and includes the United States; states; commonwealths;

districts; territories; municipalities; foreign states; or departments, agencies, or instrumentalities

of the foregoing.

As used in this Notice, the term “Claim” shall mean, as to or against the Debtor and in

accordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether or not

such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,

unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to an

equitable remedy for breach of performance if such breach gives rise to a right to payment,

whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,

matured, unmatured, disputed, undisputed, secured or unsecured.

As used in this Notice, the term “Pre-Petition Claim” shall mean any alleged claim

against the Debtor arising prior to April 3, 2019, excluding any alleged administrative priority

claim arising under section 503(b)(9) of the Bankruptcy Code.

As used in this Notice, the term “Professional” shall mean any professional retained by

the Debtor or the Committee in the Chapter 11 Case.

WHO MUST FILE A PROOF OF CLAIM AND THE APPLICABLE BAR DATES

The Bar Dates

The Dismissal Procedures Order establishes the following bar dates for filing proofs of

claim in these cases (collectively, the “Bar Dates”):

The Pre-Petition Claims Bar Date. Pursuant to the Dismissal Procedures Order, all

Entities, other than Governmental Units, holding Claims against the Debtor (whether secured,

administrative expense, unsecured priority, or unsecured nonpriority) that arose prior to or on

April 3, 2019, excluding claims under section 503(b)(9) of the Bankruptcy Code, are required to

file proofs of claim by the Pre-Petition Claims Bar Date.

The Governmental Claims Bar Date. Pursuant to the Dismissal Procedures Order,

Governmental Units holding Claims against the Debtor related to Pre-Petition Claims are

required to file proofs of claim by the Governmental Claims Bar Date.


EAST\168273731.3

3

The Final Fee Bar Date. Pursuant to the Dismissal Procedures Order, any Professional

must file their final fee application (a “Final Fee Application”) for services rendered and the

reimbursement of expenses by the Final Fee Bar Date.

Priority Claims Bar Date. Pursuant to the Dismissal Procedures Order, any Entity that

holds or wishes to assert an administrative expense claim under section 503(b) of the Bankruptcy

Code, including claims under section 503(b)(9) of the Bankruptcy Code, or a Final Fee

Application, substantially in the form of the enclosed Request for Payment Form for

administrative expense claims under section 503(b) of the Bankruptcy Code or the form of the

enclosed Proof of Claim Form by the Priority Claims Bar Date.

Entities That Must File Claims by the Applicable Bar Date

All Entities must file proofs of claim on or before the applicable Bar Date:

Acts or omissions of the Debtor, if any, that occurred prior to the Petition Date, including

acts or omissions related to any indemnity agreements, guarantees, or services provided to or

rendered by the Debtor, may give rise to claims against the Debtor notwithstanding the fact that

such claims (or any injuries on which they are based) may be contingent or may not have

matured or become fixed or liquidated prior to the Petition Date. Therefore, any person or entity

that holds or asserts a claim or a potential claim against the Debtor no matter how remote or

contingent, must file a proof of claim on or before the applicable Bar Date.

Entities Not Required to File Proofs of Claim by the Claims Bar Date

The Dismissal Procedures Order further provides that the following Entities need not file

proofs of claim by the Claims Bar Date: (a) any entity that has already filed a Proof of Claim,

Request for Payment, or Final Fee Application with Omni or the Clerk of the Court; (b) any

entity (i) whose claim is listed in the Schedules or any amendments thereto, and (ii) whose claim

is not described therein as “disputed,” “contingent,” or “unliquidated,” and (iii) who does not

dispute the amount or classification of its claim as set forth in the Schedules; (c) any person or

entity whose claim against the Debtor has been allowed by an order of the Court entered on or

before the applicable Bar Date; (d) any person or entity whose claim has been paid by the

Debtors; and (e) Wells Fargo.

CONSEQUENCES OF FAILURE TO CLAIM

Any Entity that is required to file a proof of claim, request for allowance of claim or other

requests for payment in accordance with the terms of the Dismissal Procedures Order and this

Notice, but fails to do so by the applicable Bar Date described in this Notice, shall be barred

from receiving any payment or distribution in satisfaction thereof.

If it is unclear from the Schedules whether your Claim is disputed, contingent, or

unliquidated as to amount or is otherwise properly listed and classified, you must file a

proof of claim on or before the applicable Bar Date. Any Entity that relies on the information

in the Schedules bears responsibility for determining that its Claim is accurately listed therein.


EAST\168273731.3

4

RESERVATION OF RIGHTS

The Debtor reserves the right to (a) dispute, or to assert offsets or defenses against, any

filed Claim or any Claim listed or reflected in the Schedules as to nature, amount, liability,

classification, or otherwise; and (b) subsequently designate any Claim as disputed, contingent, or

unliquidated. Nothing contained in this Notice shall preclude the Debtor from objecting to any

Claim, whether scheduled or filed, on any grounds.

PROCEDURE FOR FILING CLAIMS

Original proofs of claim, requests for allowance of claim or other requests for payment

must be sent by mail, overnight courier, or hand delivery to Omni so as to be received no later

than 4:00 p.m. (ET) on the applicable Bar Date. If sent by first class mail, overnight mail,

overnight courier or hand delivery, address is: L.K. Bennett U.S.A, Inc. Claims Processing c/o

Omni Management Group, 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367. Any proof

of claim, request for allowance of claim or other request for payment submitted by facsimile or

e-mail will not be accepted and will not be deemed filed until it is submitted by one of the

methods described in this paragraph. Proofs of claim, requests for allowance of claim or other

requests for payment will be deemed filed only when actually received by Omni. If you wish to

receive acknowledgement of Omni’s receipt of your proof of claim, request for allowance of

claim or other request for payment, you must also submit by the applicable Bar Date and

concurrently with submitting your original, (a) a copy of your original, and (b) a self-addressed,

stamped return envelope.

Proofs of claim, requests for allowance of claim or other requests for payment of claim

must be denominated in lawful currency of the United States as of the applicable Bar Date,

include all documentation required by Bankruptcy Rules 3001(c) and 3001(d), including an

original or a copy of any written document that forms the basis of the Claim or, for secured

Claims, evidence that the alleged security interest has been perfected and supporting

documentation (or, if such documentation is voluminous, a summary of such documentation) or

an explanation as to why such documentation is not available. However, upon the advance

express written consent of the Debtor, a claimant’s proof of claim, request for allowance of claim

or other request for payment of claim may be filed without the documents required by

Bankruptcy Rules 3001(c) and 3001(d); provided, however, that any claimant that receives such

a written consent will be required to transmit these documents in support of its Claim to Omni,

the Debtor, or other parties in interest within ten (10) days after the date of a written request for

such documents.

ADDITIONAL INFORMATION

You may be listed as the holder of a claim against the Debtor in the Schedules. If you

hold or assert a Claim that is not listed in the Schedules or if you disagree with the amount or

priority of your Claim as listed in the Schedules, or your Claim is listed in the Schedules as

contingent, unliquidated, or disputed you must file a proof of claim, request for allowance of

claim or other request for payment of claim. Copies of the Schedules and the Dismissal

Procedures Order are available for inspection during regular business hours at the office of the

Clerk of the Bankruptcy Court, United States Bankruptcy Court for the District of Delaware, 3rd


EAST\168273731.3

5

Floor, 824 Market Street, Wilmington, Delaware 19801. In addition, copies of the Debtor’s

Schedules and Dismissal Procedures Order may be obtained for a charge on the Internet at the

Bankruptcy Court’s website (http://www.deb.uscourts.gov), or free of charge at Omni’s website

(https://omnimgt.com/lkbennettusa.).

Questions concerning the contents of this Notice and requests for proofs of claim or

Request for Payment Forms should be directed to Omni at (844)-212-9941 between the hours of

9:00 a.m. and 5:00 p.m. (ET), Monday through Friday. Please note that Omni’s staff is not

permitted to give legal advice. You should consult your own attorney for assistance

regarding any other inquiries, such as questions concerning the completion or filing of a

proof of claim.

Dated: July 22, 2019

Wilmington, Delaware

Respectfully submitted,

DLA PIPER LLP (US)

/s/ Stuart M. Brown

Stuart M. Brown (DE 4050)

1201 North Market Street, Suite 2100

Wilmington, Delaware 19801

Telephone: (302) 468-5700

Facsimile: (302) 394-2341


-and-

Richard A. Chesley (admitted pro hac vice)

444 West Lake Street, Suite 900

Chicago, Illinois 60606

Telephone: (312) 368-4000

Facsimile: (312) 236-7516


Jamila Justine Willis (admitted pro hac vice)

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 335-4500

Facsimile: (212) 335-4501




EAST\168273731.3

EXHIBIT C

Publication Notice


EAST\168273731.3



---------------------------------------------------------------

In re:


Debtor.

---------------------------------------------------------------

x

:

:

:

:

:

:

x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: ______

PUBLICATION NOTICE OF BAR DATES FOR FILING CLAIMS OF ALL

CREDITORS

On April 3, 2019 (the “Petition Date”), L.K. Bennett U.S.A, Inc. (the “Debtor”) filed a

voluntary petition pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”). The Debtor, its address, case number and EIN, and other names used by the Debtor

within the last eight years are as follows:


Other name used

by the Debtor in

the last 8 years

CASE NO. EIN

L.K. Bennett

U.S.A, Inc.

P.O .Box 940212

Rockaway Park, New

York 11694

None 19-10760 27-2596607

On August ___, 2019, the United States Bankruptcy Court for the District of Delaware

(the “Court”) entered an order in the Debtor’s chapter 11 case (the “Dismissal Procedures

Order”)2 establishing among other things, certain claims bar dates in the Debtor’s chapter 11

case. By the Dismissal Procedures Order, the Court established: (a) September 11, 2019 at

4:00 p.m. (ET), as the pre-petition claims bar date (the “Pre-Petition Claims Bar Date”) (b)

October 30, 2019 at 4:00 p.m. (ET) as the governmental units claims bar date (the

“Governmental Claims Bar Date”); (c) September 11, 2019 at 4:00 p.m. (ET) as the final fee

application bar date (the “Final Fee Bar Date”); and (d) September 11, 2019 at 4:00 p.m. (ET)

as the priority claim bar date (the “Priority Claims Bar Date” and collectively with the Pre-

Petition Claims Bar Date, Governmental Claims Bar Date, and Final Fee Bar Date, the “Bar

Dates”). Except as described below, the Dismissal Procedures Order requires all Entities, other

than specified parties, that have or assert any Claims against the Debtor to file proofs of claim,

Requests for Payment and Final Fee Applications with Omni, the Court-appointed claims and

noticing agent in these cases, so that they are actually received by Omni on or before 4:00 p.m.

(ET) on the applicable Bar Date.



2 Capitalized terms not otherwise defined in this notice (the “Notice”) shall have the meanings ascribed to such terms in the Dismissal Procedures Order.


EAST\168273731.3

2

For your convenience, enclosed with this Notice is a Proof of Claim Form and a Request

for Payment Form.

KEY DEFINITIONS

As used in this Notice, the term “Entity” has the meaning given to it in section 101(15) of

the Bankruptcy Code, and includes all persons (individuals, partnerships and corporations),

estates, trusts, and the U.S. Trustee.

As used in this Notice, the term “Governmental Unit” has the meaning given to it in

section 101(27) of the Bankruptcy Code and includes the United States; states; commonwealths;

districts; territories; municipalities; foreign states; or departments, agencies, or instrumentalities

of the foregoing.

As used in this Notice, the term “Claim” shall mean, as to or against the Debtor and in

accordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether or not

such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,

unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to an

equitable remedy for breach of performance if such breach gives rise to a right to payment,

whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,

matured, unmatured, disputed, undisputed, secured or unsecured.

As used in this Notice, the term “Pre-Petition Claim” shall mean any alleged claim

against the Debtor arising prior to April 3, 2019, excluding any alleged administrative priority

claim arising under section 503(b)(9) of the Bankruptcy Code.

As used in this Notice, the term “Professional” shall mean any professional retained by

the Debtor or the Committee in the Chapter 11 Case.

WHO MUST FILE A PROOF OF CLAIM AND THE APPLICABLE BAR DATES

The Bar Dates

The Dismissal Procedures Order establishes the following bar dates for filing proofs of

claim in these cases (collectively, the “Bar Dates”):

The Pre-Petition Claims Bar Date. Pursuant to the Dismissal Procedures Order, all

Entities, other than Governmental Units, holding Claims against the Debtor (whether secured,

administrative expense, unsecured priority, or unsecured nonpriority) that arose prior to or on

April 3, 2019, excluding claims under section 503(b)(9) of the Bankruptcy Code, are required to

file proofs of claim by the Pre-Petition Claims Bar Date.

The Governmental Claims Bar Date. Pursuant to the Dismissal Procedures Order,

Governmental Units holding Claims against the Debtor related to Pre-Petition Claims are

required to file proofs of claim by the Governmental Claims Bar Date.


EAST\168273731.3

3

The Final Fee Bar Date. Pursuant to the Dismissal Procedures Order, any Professional

must file their final fee application (a “Final Fee Application”) for services rendered and the

reimbursement of expenses by the Final Fee Bar Date.

Priority Claims Bar Date. Pursuant to the Dismissal Procedures Order, any Entity that

holds or wishes to assert an administrative expense claim under section 503(b) of the Bankruptcy

Code, including claims under section 503(b)(9) of the Bankruptcy Code, or a Final Fee

Application, substantially in the form of the Request for Payment Form for administrative

expense claims under section 503(b) of the Bankruptcy Code or the form of the Proof of Claim

Form by the Priority Claims Bar Date. The Request for Payment Form and Proof of Claim Form

are available on Omni’s website (https://omnimgt.com/lkbennettusa).



Acts or omissions of the Debtor, if any, that occurred prior to the Petition Date, including

acts or omissions related to any indemnity agreements, guarantees, or services provided to or

rendered by the Debtor, may give rise to claims against the Debtor notwithstanding the fact that

such claims (or any injuries on which they are based) may be contingent or may not have

matured or become fixed or liquidated prior to the Petition Date. Therefore, any person or entity

that holds or asserts a claim or a potential claim against the Debtor no matter how remote or

contingent, must file a proof of claim on or before the applicable Bar Date.


The Dismissal Procedures Order further provides that the following Entities need not file

proofs of claim by the Claims Bar Date: (a) any entity that has already filed a Proof of Claim,

Request for Payment, or Final Fee Application with Omni or the Clerk of the Court; (b) any

entity (i) whose claim is listed in the Schedules or any amendments thereto, and (ii) whose claim

is not described therein as “disputed,” “contingent,” or “unliquidated,” and (iii) who does not

dispute the amount or classification of its claim as set forth in the Schedules; (c) any person or

entity whose claim against the Debtor has been allowed by an order of the Court entered on or

before the applicable Bar Date; (d) any person or entity whose claim has been paid by the

Debtors


Any Entity that is required to file a proof of claim, request for allowance of claim or other

requests for payment in accordance with the terms of the Dismissal Procedures Order and this

Notice, but fails to do so by the applicable Bar Date described in this Notice, shall be barred

from receiving any payment or distribution in satisfaction thereof.

If it is unclear from the Schedules whether your Claim is disputed, contingent, or

unliquidated as to amount or is otherwise properly listed and classified, you must file a

proof of claim on or before the applicable Bar Date. Any Entity that relies on the information

in the Schedules bears responsibility for determining that its Claim is accurately listed therein.


EAST\168273731.3

4


The Debtor reserves the right to (a) dispute, or to assert offsets or defenses against, any

filed Claim or any Claim listed or reflected in the Schedules as to nature, amount, liability,

classification, or otherwise; and (b) subsequently designate any Claim as disputed, contingent, or

unliquidated. Nothing contained in this Notice shall preclude the Debtor from objecting to any

Claim, whether scheduled or filed, on any grounds.


Original proofs of claim, requests for allowance of claim or other requests for payment

must be sent by mail, overnight courier, or hand delivery to Omni so as to be received no later

than 4:00 p.m. (ET) on the applicable Bar Date. If sent by first class mail, overnight mail,

overnight courier or hand delivery, address is: L.K. Bennett U.S.A, Inc. Claims Processing c/o

Omni Management Group, 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367. Any proof

of claim, request for allowance of claim or other request for payment submitted by facsimile or

e-mail will not be accepted and will not be deemed filed until it is submitted by one of the

methods described in this paragraph. Proofs of claim, requests for allowance of claim or other

requests for payment will be deemed filed only when actually received by Omni. If you wish to

receive acknowledgement of Omni’s receipt of your proof of claim, request for allowance of

claim or other request for payment, you must also submit by the applicable Bar Date and

concurrently with submitting your original, (a) a copy of your original, and (b) a self-addressed,

stamped return envelope.

Proofs of claim, requests for allowance of claim or other requests for payment of claim

must be denominated in lawful currency of the United States as of the applicable Bar Date,

include all documentation required by Bankruptcy Rules 3001(c) and 3001(d), including an

original or a copy of any written document that forms the basis of the Claim or, for secured

Claims, evidence that the alleged security interest has been perfected and supporting

documentation (or, if such documentation is voluminous, a summary of such documentation) or

an explanation as to why such documentation is not available. However, upon the advance

express written consent of the Debtor, a claimant’s proof of claim, request for allowance of claim

or other request for payment of claim may be filed without the documents required by

Bankruptcy Rules 3001(c) and 3001(d); provided, however, that any claimant that receives such

a written consent will be required to transmit these documents in support of its Claim to Omni,

the Debtor, or other parties in interest within ten (10) days after the date of a written request for

such documents.


You may be listed as the holder of a claim against the Debtor in the Schedules. If you

hold or assert a Claim that is not listed in the Schedules or if you disagree with the amount or

priority of your Claim as listed in the Schedules, or your Claim is listed in the Schedules as

contingent, unliquidated, or disputed, you must file a proof of claim, request for allowance of

claim or other request for payment of claim. Copies of the Schedules and the Dismissal

Procedures Order are available for inspection during regular business hours at the office of the

Clerk of the Bankruptcy Court, United States Bankruptcy Court for the District of Delaware, 3rd


EAST\168273731.3

5

Floor, 824 Market Street, Wilmington, Delaware 19801. In addition, copies of the Debtor’s

Schedules and Dismissal Procedures Order may be obtained for a charge on the Internet at the

Bankruptcy Court’s website (http://www.deb.uscourts.gov), or free of charge at Omni’s website

(https://omnimgt.com/lkbennettusa.).

Questions concerning the contents of this Notice and requests for proofs of claim or

Request for Payment Forms should be directed to Omni at (844)-212-9941 between the hours of

9:00 a.m. and 5:00 p.m. (ET), Monday through Friday. Please note that Omni’s staff is not

permitted to give legal advice. You should consult your own attorney for assistance

regarding any other inquiries, such as questions concerning the completion or filing of a

proof of claim.


EAST\168273731.3

EXHIBIT D

Proof of Claim Form


EAST\168273731.3

EXHIBIT E

Request for Payment Form


EAST\168273731.3



---------------------------------------------------------------

In re:


Debtor.

---------------------------------------------------------------

x

:

:

:

:

:

:

x

Chapter 11

Case No. 19-10760 (JTD)

REQUEST FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM

1. Name of claimant:

2. Nature and description of the claim (*you may attach a separate summary):

3. Date(s) claim arose:

4. Amount of claim:

5. Documentation supporting the claim must be attached hereto. Documentation should

include both evidence of the nature of the administrative expense claim asserted as well

as evidence of the date or dates on which the administrative expense claim arose.

Date:

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address for the Debtor is 595 Madison Avenue, New York, New York 10022.

Signature:_____________________________

Name:________________________________

Address:_______________________________

Phone Number:

Email:


EXHIBIT A-1


EAST\168273731.1EAST\168273731.3

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

---------------------------------------------------------------

In re:


Debtor.---------------------------------------------------------------

x::::::x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: ______214

ORDER ESTABLISHING THE DISMISSAL PROCEDURES FORTHE DISMISSAL OF THE CHAPTER 11 CASE

This matter coming before the Court on the Motion of the Debtor to Dismiss the Chapter

11 Case and for Entry of an Order Establishing the Dismissal Procedures (the “Motion”) 2 filed

by the above-captioned debtor (the “Debtor”) seeking dismissal of the Chapter 11 Case and entry

of an order establishing the Dismissal Procedures, including the Bar Dates for Claims and the

form and manner of notice thereof pursuant to sections 105(a), 305(a), 501, 503(b), 507(a)(2)

and 1112(b) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 1017, 2002,

3002(a) and 3003(c) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”)

and Rule 2002-1(e) of the Local Rules of Bankruptcy Practice and Procedure of the United

States Bankruptcy Court for the District of Delaware (the “Local Rules”); the Court having

reviewed the Motion and having found that (i) the Court has jurisdiction over this matter

pursuant to 28 U.S.C. § 1334; (ii) venue is proper pursuant to 28 U.S.C. § § 1408 and 1409; (iii)

notice of the Motion was appropriate under the circumstances; and thisthe Court having

determined that the relief requested in the Motion is reasonable and in the best interests of the

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address for theDebtor is 595 Madison Avenue, New York, New York 10022.



EAST\168273731.1EAST\168273731.3

2

Debtor, its estate, its creditors and other parties in interest; and it appearing that proper and

adequate notice of the Motion has been given and that no other or further notice is necessary;

and after due deliberation thereon; and good and sufficient cause appearing therefor,


1. The Motion as it relates to the Dismissal Procedures is GRANTED as provided in

this Order.

2. The form of Dismissal Order attached hereto as Exhibit 1 is hereby approved,

however the dismissal of the Chapter 11 Case shall remain subject to this Court’s subsequent

entry of the Dismissal Order.

3. The Debtor may file the Dismissal Order under Certification of Counsel, certifying

that all Preconditions to Dismissal have been completed.

4. The Dismissal Procedures set forth below are approved and established.

a. Wind-Down Budget. Attached as Exhibit 2 to this Order is a cash flow forecast(the “Wind-Down Budget”), which reflects on a line item-basis the Debtor’s (i)weekly projected cash receipts, if any and (ii) weekly projected disbursementsincluding estimated administrative expenses and pre-petition priority claims andestimated fees and expenses of professionals retained in the Chapter 11 Case. TheWind-Down Budget contemplates the payment of all allowed, known, and validpriority claims and administrative expenses, including the fees and expenses ofprofessionals retained in the Chapter 11 Case.

b. Pre-Petition Claims Bar Date. All entities, other than governmental units (asdefined in section 101(27) of the Bankruptcy Code) and certain other specifiedparties, must file proofs of claim in the Chapter 11 Case related to pre-petitionclaims, excluding section 503(b)(9) administrative priority claims (collectively, the“Pre-Petition Claims”) no later than September 11, 2019 at 4:00 p.m. (ET) (the“Pre-Petition Claims Bar Date”).

c. Governmental Claims Bar Date. Governmental units must file proofs of claimin the Chapter 11 Case related to Pre-Petition Claims (each a “Governmental UnitClaim”) no later than October 30, 2019 at 4:00 p.m. (ET) (the “GovernmentalClaims Bar Date”).


EAST\168273731.1EAST\168273731.3

3

d. Final Fee Bar Date. Professionals retained by the Debtor or the Committee inthe Chapter 11 Case must file their final fee applications for services rendered andthe reimbursement of expenses in the Chapter 11 Case (each a “Final FeeApplication”) no later than September 11, 2019 at 4:00 p.m. (ET) (the “Final FeeBar Date”). The hearing date to consider approval of the Final Fee Applicationsis October ____, 2019.

e. Priority Claims Bar Date. All entities that hold or wish to assert anadministrative expense claim under section 503(b) of the Bankruptcy Code,including claims under section 503(b)(9) of the Bankruptcy Code or a Final FeeApplication (each a “Priority Claim,” and collectively with the Pre-PetitionClaims, Governmental Unit Claims, and Final Fee Applications, the “Claims”)must file a request for allowance of such administrative expense claim undersection 503(b) of the Bankruptcy Code (a “Request for Payment”), substantially inthe form attached hereto as Exhibit D or a proof of claim asserting such claimunder section 503(b)(9) of the Bankruptcy Code in the Chapter 11 Case no laterthan September 11, 2019 at 4:00 p.m. (ET) (the “Priority Claims Bar Date,” and,collectively with the Governmental Claims Bar Date, Pre-Petition Claims BarDate and the Final Fee Bar Date, the “Bar Dates”).

f. Claims Resolution Process. In the event a dispute (each a “Claim Dispute”)arises in connection with a Claim validly and timely filed in the Chapter 11 Case,the claimant or other party shall contact counsel to the Committee regardingshallnotify (i) the Debtor; (ii) the United States Trustee and (iii) the claimant, by first-class mail to the person most recently designated on the claimant’s Proof of Claimas the person to receive notices, at the address so indicated regarding theresolution thereof, and that in the case that the Claim Dispute cannot be resolvedwithin thirty (30) days of such notification to the claimant, it shall be heard beforethe Court at the next omnibus hearing date.

g. Preconditions to Dismissal. The Debtor will seek dismissal by entry of theproposed form of order (the “Dismissal Order”) attached as Exhibit 1 to thisOrder through the filing of a Certification of Counsel certifying that the Debtorhas: (a) satisfied, resolved or otherwise settled all allowed, known, and validpriority claims and administrative expenses, including all professional fees andexpenses approved by the Court on a final basis pursuant to the Wind-DownBudget and Cash Collateral Orders or funded a reserve therefor; (b) satisfied allpending Adequate Protection Obligations (as defined in the Final Agreed CashCollateral Order) of Wells Fargo in full; (c) disposed of its remaining de minimisassets; (d) transferred the Committee Carve-Out to the Committee; (e) distributedall remaining assets to Wells Fargo in satisfaction of its claims”); (f) paid all feesand filed all reports required by the U.S. Trustee; and (g) filed its final income taxreturn (collectively, the “Preconditions to Dismissal”).


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4

h. Dissolution of the Debtor. Immediately prior to, upon or after dismissal of theChapter 11 Case, the Debtor is authorized to take all reasonably necessary stepsto dissolve under applicable law.

5. The Bar Date Notice in substantially the form attached to the Motion as Exhibit

B, the Publication Notice in substantially the form attached to the Motion as Exhibit C, the Proof

of Claim Form in substantially the form attached to the Motion as Exhibit D, and the Request for

Payment Form in substantially the form attached to the Motion as Exhibit E and the manner of

providing notice of the Bar Dates in the Motion, are approved in all respects pursuant to

Bankruptcy Rule 2002(a)(7) and 2002(l), and Local Rule 2002-1(e). The form and manner of

notice of the Bar Dates approved herein are deemed to fulfill the notice requirements of the

Bankruptcy Rules and the Local Rules, and notice of the Bar Dates in the form and manner as

proposed by the Debtor herein including the Publication Notice is fair and reasonable and will

provide good, sufficient, and due notice to all creditors of their rights and obligations in

connection with claims they may assert against the Debtor’s estate in the Chapter 11 cases.

Accordingly, the Debtor is authorized to publish the Bar Date Notice Package and Publication

Notice in the manner described in paragraph 6 below.

6. As soon as practicable, but in any event no later than two (2) business days of the

entry of this Order the Debtor shall (i) cause the Bar Date Notice Package to be posted on the

website established by Omni for the Chapter 11 Case at https://omnimgt.com/lkbennettusaserve

and (ii) cause a copy of the Publication Notice to be published in the national edition of USA

Today.

7. Except as provided in paragraph 8 of this Order, any entity holding a Claim must

file a proof of claim or request for payment in the Chapter 11 Case in accordance with the


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5

procedures described herein by the applicable Bar Date identified in the Dismissal Procedures

above.

8. The following entities whose claim otherwise could be subject to the Bar Dates

shall not be required to file proofs of claim or other requests or applications for payment by the

Debtor: (a) any entity that has already properly filed a Proof of Claim, Request for Payment, or

Final Fee Application with Omni or the Clerk of the Court; (b) any entity (i) whose claim is listed

in the Schedules or any amendments thereto, and (ii) whose claim is not described therein as

“disputed,” “contingent,” or “unliquidated,” and (iii) who does not dispute the amount or

classification of its claim as set forth in the Schedules; (c) any person or entity whose claim

against the Debtor has been allowed by an order of the Court entered on or before the applicable

Bar Date; (d) any person or entity whose claim has been paid by the Debtors; and (e) Wells

Fargo.

9. For any proof of claim, request for allowance of claim or other request for

payment to be validly and properly filed, each must be an original (i) signed by the claimant, or if

the claimant is not an individual, by an authorized agent of the claimant; (ii) written in the English

language; (iii) denominated in lawful currency of the United States as of the applicable Bar Date;

(iv) together with any accompanying documentation required by Bankruptcy Rules 3001(c) and

3001(d) and supporting documentation (or, if such documentation is voluminous, a summary of

such documentation) or an explanation as to why such documentation is not available; and (v)

must be delivered to Omni at the address identified on the Bar Date Notice so as to be received

no later than 4:00 p.m. (ET) on the applicable Bar Date. The same may be submitted in

person or by courier service, hand delivery or mail and will be deemed received when actually

received by Omni but submissions by facsimile or e-mail shall not be accepted. If a creditor


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6

wishes to receive acknowledgement of Omni’s receipt of a proof of claim, request for allowance

of claim or other request for payment, the creditor also must submit to Omni by the applicable

Bar Date and concurrently with submitting its original (a) a copy of the same and (b) a self-

addressed, stamped return envelope.

10. Any person or entity purportedly holding a Claim that is required to file the same,

but fails to do so properly or timely in accordance with this Order, shall be barred from receiving

any payment on account of such Claim, including but not limited to, any distributions from the

Committee Carve-Out.

11. Nothing in this Order shall prejudice the right of the Debtor, the Committee or

any other party in interest to dispute, or to assert offsets or defenses to, any claim reflected in the

Schedules as to amount, liability, characterization, or otherwise, and to subsequently designate

any claim as disputed, contingent, or unliquidated, or preclude the Debtor or the Committee in

resolving a Claim Dispute from objecting to any claim, whether scheduled or filed, on any

grounds, including commencing an adversary proceeding pursuant to Bankruptcy Rule 7001.

12. The Debtor, the Committee and Omni are authorized to take all actions necessary

to effectuate the relief granted pursuant to this Order in accordance with the Motion.

The Court shall retain jurisdiction over disputes pertaining to this Order.


EXHIBIT 1

Dismissal Order

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EAST\168273731.1EAST\168273731.3


---------------------------------------------------------------

In re:


Debtor.---------------------------------------------------------------

x::::::x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: _____ & ____

ORDER DISMISSING THE CHAPTER 11 CASE

This matter coming before the Court on the Motion of the Debtor for Dismissal of the

Chapter 11 Case and the Entry of an Order Establishing the Dismissal Procedures (the

“Motion”) 2 filed by the above-captioned debtor (the “Debtor”) seeking dismissal of the Chapter

11 Case and entry of an order establishing the Dismissal Procedures pursuant to sections 105(a),

305(a) and 1112(b) of title 11 of the United States Code (the “Bankruptcy Code”), and the Court

having entered the Order Establishing the Dismissal Procedures for the Dismissal of the

Chapter 11 Case [D.I. ___] (the “Dismissal Procedures Order”); the Court having reviewed the

Motion and having found that (i) the Court has jurisdiction over this matter pursuant to 28

U.S.C. § 1334; (ii) venue is proper pursuant to 28 U.S.C. § § 1408 and 1409; (iii) notice of the

Motion was appropriate under the circumstances; and this Court having determined that the relief



Motion has been given and that no other or further notice is necessary; the Debtor having filed a

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address forthe Debtor is 595 Madison Avenue, New York, New York 10022.2 Capitalized terms used in this Order but not defined shall have the meaning ascribed to them in the Motion.


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Certification of Counsel certifying that all transactions contemplated by the Dismissal Procedures

Order that were preconditions to dismissal have been completed, and after due deliberation

thereon; and good and sufficient cause appearing therefor,


1. The Motion as it pertains to the dismissal of the Chapter 11 Case is GRANTED as

provided in this Order.

2. The Chapter 11 Case is hereby dismissed.

3. From and after the date of this Order, neither the Debtor, the Committee nor the

respective officesofficers, directors, employees, and retained professionals (including attorneys)

of the Debtoreach shall have or incur any liability to any person for any act taken or omitted to

be taken in good faith in connection with or related to the formation, preparation, dissemination,

implementation, confirmation or consummation of the Motion or this Orderthe Chapter 11 Case

and the dismissal of the Chapter 11 Case (other than in contravention of the Motion or the

implementation of this Order or the Dismissal Procedures Order), or any contract, instrument,

release or agreement or document created or entered into, or any other act taken or omitted to

take in connection with the Chapter 11 Case provided however, that nothing herein shall limit the

liability for acts or omission that are the result of fraud, gross negligence or willful misconduct.

4. Notwithstanding Section 349 of the Bankruptcy Code, prior orders of this Court

shall survive dismissal of the Chapter 11 Case.

5. The Committee shall distribute the Committee Carve-Out pursuant to the

Stipulation without further order of this Court.


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6. The Debtor shall distribute the Final Fee Reserve pursuant to the Stipulation

without further order of this Court.

7. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion.

8. This Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation and/or enforcement of this Order and any other

order of this Court entered in the Chapter 11 Case.


EXHIBIT 2

Wind- Down Budget

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EXHIBIT B

Bar Date Notice

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---------------------------------------------------------------

In re:


Debtor.---------------------------------------------------------------

x::::::x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: ______

NOTICE OF BAR DATES FOR FILING CLAIMS OF ALL CREDIT ORSOn April 3, 2019 (the “Petition Date”), L.K. Bennett U.S.A, Inc. (the “Debtor”) filed a

voluntary petition pursuant to chapter 11 of title 11 of the United States Code (the “BankruptcyCode”). The Debtor, its address, case number and EIN, and other names used by the Debtorwithin the last eight years are as follows:


Other name usedby the Debtor inthe last 8 years

CASE NO. EIN

L.K. BennettU.S.A, Inc.

P.O .Box 940212Rockaway Park, NewYork 11694

None 19-10760 27-2596607

On August [•] 2019, the United States Bankruptcy Court for the District of Delaware (the“Court”) entered an order in the Debtor’s chapter 11 case (the “Dismissal Procedures Order”) 2

establishing among other things, certain claims bar dates in the Debtor’s chapter 11 case. By theDismissal Procedures Order, the Court established: (a) September 11, 2019 at 4:00 p.m. (ET),as the pre-petition claims bar date (the “Pre-Petition Claims Bar Date”) (b) October 30, 2019 at4:00 p.m. (ET) as the governmental units claims bar date (the “Governmental Claims BarDate”); (c) September 11, 2019 at 4:00 p.m. (ET) as the final fee application bar date (the“Final Fee Bar Date”); and (d) September 11, 2019 at 4:00 p.m. (ET) as the priority claim bardate (the “Priority Claims Bar Date” and collectively with the Pre-Petition Claims Bar Date,Governmental Claims Bar Date and Final Fee Bar Date, the “Bar Dates”). Except as describedbelow, the Dismissal Procedures Order requires all Entities, other than specified parties, thathave or assert any Claims against the Debtor to file proofs of claim, Requests for Payment andFinal Fee Applications with Omni, the Court-appointed claims and noticing agent in these cases,


2 Capitalized terms not otherwise defined in this notice (the “Notice”) shall have the meanings ascribed to suchterms in the Dismissal Procedures Order.


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2

so that they are actually received by Omni on or before 4:00 p.m. (ET) on the applicable BarDate.

For your convenience, enclosed with this Notice is a Proof of Claim Form and a Requestfor Payment Form.

KEY DEFINITIONS

As used in this Notice, the term “Entity” has the meaning given to it in section 101(15) ofthe Bankruptcy Code, and includes all persons (individuals, partnerships and corporations),estates, trusts, and the U.S. Trustee.

As used in this Notice, the term “Governmental Unit” has the meaning given to it insection 101(27) of the Bankruptcy Code and includes the United States; states; commonwealths;districts; territories; municipalities; foreign states; or departments, agencies, or instrumentalitiesof the foregoing.

As used in this Notice, the term “Claim” shall mean, as to or against the Debtor and inaccordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether ornot such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to anequitable remedy for breach of performance if such breach gives rise to a right to payment,whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,matured, unmatured, disputed, undisputed, secured or unsecured.

As used in this Notice, the term “Pre-Petition Claim” shall mean any alleged claim againstthe Debtor arising prior to April 3, 2019, excluding any alleged administrative priority claimarising under section 503(b)(9) of the Bankruptcy Code.

As used in this Notice, the term “Professional” shall mean any professional retained by theDebtor or the Committee in the Chapter 11 Case.

WHO MUST FILE A PROOF OF CLAIM AND THE APPLICABLE B AR DATES

The Bar Dates

The Dismissal Procedures Order establishes the following bar dates for filing proofs ofclaim in these cases (collectively, the “Bar Dates”):

The Pre-Petition Claims Bar Date. Pursuant to the Dismissal Procedures Order, allEntities, other than Governmental Units, holding Claims against the Debtor (whether secured,administrative expense, unsecured priority, or unsecured nonpriority) that arose prior to or onApril 3, 2019, excluding claims under section 503(b)(9) of the Bankruptcy Code, are required tofile proofs of claim by the Pre-Petition Claims Bar Date.


EAST\168273731.3

3

The Governmental Claims Bar Date. Pursuant to the Dismissal Procedures Order,Governmental Units holding Claims against the Debtor related to Pre-Petition Claims arerequired to file proofs of claim by the Governmental Claims Bar Date.

The Final Fee Bar Date. Pursuant to the Dismissal Procedures Order, any Professionalmust file their final fee application (a “Final Fee Application”) for services rendered and thereimbursement of expenses by the Final Fee Bar Date.

Priority Claims Bar Date. Pursuant to the Dismissal Procedures Order, any Entity thatholds or wishes to assert an administrative expense claim under section 503(b) of the BankruptcyCode, including claims under section 503(b)(9) of the Bankruptcy Code, or a Final FeeApplication, substantially in the form of the enclosed Request for Payment Form foradministrative expense claims under section 503(b) of the Bankruptcy Code or the form of theenclosed Proof of Claim Form by the Priority Claims Bar Date.



Acts or omissions of the Debtor, if any, that occurred prior to the Petition Date, includingacts or omissions related to any indemnity agreements, guarantees, or services provided to orrendered by the Debtor, may give rise to claims against the Debtor notwithstanding the fact thatsuch claims (or any injuries on which they are based) may be contingent or may not have maturedor become fixed or liquidated prior to the Petition Date. Therefore, any person or entity thatholds or asserts a claim or a potential claim against the Debtor no matter how remote orcontingent, must file a proof of claim on or before the applicable Bar Date.


The Dismissal Procedures Order further provides that the following Entities need not fileproofs of claim by the Claims Bar Date: (a) any entity that has already filed a Proof of Claim,Request for Payment, or Final Fee Application with Omni or the Clerk of the Court; (b) anyentity (i) whose claim is listed in the Schedules or any amendments thereto, and (ii) whose claimis not described therein as “disputed,” “contingent,” or “unliquidated,” and (iii) who does notdispute the amount or classification of its claim as set forth in the Schedules; (c) any person orentity whose claim against the Debtor has been allowed by an order of the Court entered on orbefore the applicable Bar Date; (d) any person or entity whose claim has been paid by theDebtors; and (e) Wells Fargo.


Any Entity that is required to file a proof of claim, request for allowance of claim or otherrequests for payment in accordance with the terms of the Dismissal Procedures Order and thisNotice, but fails to do so by the applicable Bar Date described in this Notice, shall be barred fromreceiving any payment or distribution in satisfaction thereof.


EAST\168273731.3

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If it is unclear from the Schedules whether your Claim is disputed, contingent, orunliquidated as to amount or is otherwise properly listed and classified, you must file aproof of claim on or before the applicable Bar Date. Any Entity that relies on the informationin the Schedules bears responsibility for determining that its Claim is accurately listed therein.


The Debtor reserves the right to (a) dispute, or to assert offsets or defenses against, anyfiled Claim or any Claim listed or reflected in the Schedules as to nature, amount, liability,classification, or otherwise; and (b) subsequently designate any Claim as disputed, contingent, orunliquidated. Nothing contained in this Notice shall preclude the Debtor from objecting to anyClaim, whether scheduled or filed, on any grounds.


Original proofs of claim, requests for allowance of claim or other requests for paymentmust be sent by mail, overnight courier, or hand delivery to Omni so as to be received no laterthan 4:00 p.m. (ET) on the applicable Bar Date. If sent by first class mail, overnight mail,overnight courier or hand delivery, address is: L.K. Bennett U.S.A, Inc. Claims Processing c/oOmni Management Group, 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367. Any proofof claim, request for allowance of claim or other request for payment submitted by facsimileor e-mail will not be accepted and will not be deemed filed until it is submitted by one of themethods described in this paragraph. Proofs of claim, requests for allowance of claim or otherrequests for payment will be deemed filed only when actually received by Omni. If you wish toreceive acknowledgement of Omni’s receipt of your proof of claim, request for allowance ofclaim or other request for payment, you must also submit by the applicable Bar Date andconcurrently with submitting your original, (a) a copy of your original, and (b) a self-addressed,stamped return envelope.

Proofs of claim, requests for allowance of claim or other requests for payment of claimmust be denominated in lawful currency of the United States as of the applicable Bar Date,include all documentation required by Bankruptcy Rules 3001(c) and 3001(d), including anoriginal or a copy of any written document that forms the basis of the Claim or, for securedClaims, evidence that the alleged security interest has been perfected and supportingdocumentation (or, if such documentation is voluminous, a summary of such documentation) oran explanation as to why such documentation is not available. However, upon the advanceexpress written consent of the Debtor, a claimant’s proof of claim, request for allowance of claimor other request for payment of claim may be filed without the documents required byBankruptcy Rules 3001(c) and 3001(d); provided, however, that any claimant that receives sucha written consent will be required to transmit these documents in support of its Claim to Omni,the Debtor, or other parties in interest within ten (10) days after the date of a written request forsuch documents.


You may be listed as the holder of a claim against the Debtor in the Schedules. If youhold or assert a Claim that is not listed in the Schedules or if you disagree with the amount or


EAST\168273731.3

5

Dated: July 22, 2019Wilmington, Delaware

Respectfully submitted,

DLA PIPER LLP (US)

/s/ Stuart M. Brown Stuart M. Brown (DE 4050)1201 North Market Street, Suite 2100Wilmington, Delaware 19801Telephone: (302) 468-5700Facsimile: (302) 394-2341Email: [email protected]

-and-

Richard A. Chesley (admitted pro hac vice)444 West Lake Street, Suite 900Chicago, Illinois 60606Telephone: (312) 368-4000Facsimile: (312) 236-7516Email: [email protected]

Jamila Justine Willis (admitted pro hac vice)1251 Avenue of the AmericasNew York, New York 10020Telephone: (212) 335-4500Facsimile: (212) 335-4501Email: [email protected]


priority of your Claim as listed in the Schedules, or your Claim is listed in the Schedules ascontingent, unliquidated, or disputed you must file a proof of claim, request for allowance ofclaim or other request for payment of claim. Copies of the Schedules and the DismissalProcedures Order are available for inspection during regular business hours at the office of theClerk of the Bankruptcy Court, United States Bankruptcy Court for the District of Delaware, 3rdFloor, 824 Market Street, Wilmington, Delaware 19801. In addition, copies of the Debtor’sSchedules and Dismissal Procedures Order may be obtained for a charge on the Internet at theBankruptcy Court’s website (http://www.deb.uscourts.gov), or free of charge at Omni’s website(https://omnimgt.com/lkbennettusa.).

Questions concerning the contents of this Notice and requests for proofs of claim orRequest for Payment Forms should be directed to Omni at (844)-212-9941 between the hours of9:00 a.m. and 5:00 p.m. (ET), Monday through Friday. Please note that Omni’s staff is notpermitted to give legal advice. You should consult your own attorney for assistanceregarding any other inquiries, such as questions concerning the completion or filing of aproof of claim.


EXHIBIT C

Publication Notice

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EAST\168273731.1EAST\168273731.3


---------------------------------------------------------------

In re:


Debtor.---------------------------------------------------------------

x::::::x

Chapter 11

Case No. 19-10760 (JTD)

Re D.I.: ______

PUBLICATION NOTICE OF BAR DATES FOR FILING CLAIMS O F ALLCREDITORS

On April 3, 2019 (the “Petition Date”), L.K. Bennett U.S.A, Inc. (the “Debtor”) filed avoluntary petition pursuant to chapter 11 of title 11 of the United States Code (the “BankruptcyCode”). The Debtor, its address, case number and EIN, and other names used by the Debtorwithin the last eight years are as follows:


Other name usedby the Debtor inthe last 8 years

CASE NO. EIN

L.K. BennettU.S.A, Inc.

P.O .Box 940212Rockaway Park, NewYork 11694

None 19-10760 27-2596607

On August ___, 2019, the United States Bankruptcy Court for the District of Delaware(the “Court”) entered an order in the Debtor’s chapter 11 case (the “Dismissal ProceduresOrder”) 2 establishing among other things, certain claims bar dates in the Debtor’s chapter 11case. By the Dismissal Procedures Order, the Court established: (a) September 11, 2019 at4:00 p.m. (ET), as the pre-petition claims bar date (the “Pre-Petition Claims Bar Date”) (b)October 30, 2019 at 4:00 p.m. (ET) as the governmental units claims bar date (the“Governmental Claims Bar Date”); (c) September 11, 2019 at 4:00 p.m. (ET) as the final feeapplication bar date (the “Final Fee Bar Date”); and (d) September 11, 2019 at 4:00 p.m. (ET)as the priority claim bar date (the “Priority Claims Bar Date” and collectively with the Pre-Petition Claims Bar Date, Governmental Claims Bar Date, and Final Fee Bar Date, the “BarDates”). Except as described below, the Dismissal Procedures Order requires all Entities, otherthan specified parties, that have or assert any Claims against the Debtor to file proofs of claim,Requests for Payment and Final Fee Applications with Omni, the Court-appointed claims and


2 Capitalized terms not otherwise defined in this notice (the “Notice”) shall have the meanings ascribed to suchterms in the Dismissal Procedures Order.


EAST\168273731.3

2

noticing agent in these cases, so that they are actually received by Omni on or before 4:00 p.m.(ET) on the applicable Bar Date.

For your convenience, enclosed with this Notice is a Proof of Claim Form and a Requestfor Payment Form.

KEY DEFINITIONS

As used in this Notice, the term “Entity” has the meaning given to it in section 101(15) ofthe Bankruptcy Code, and includes all persons (individuals, partnerships and corporations),estates, trusts, and the U.S. Trustee.

As used in this Notice, the term “Governmental Unit” has the meaning given to it insection 101(27) of the Bankruptcy Code and includes the United States; states; commonwealths;districts; territories; municipalities; foreign states; or departments, agencies, or instrumentalitiesof the foregoing.

As used in this Notice, the term “Claim” shall mean, as to or against the Debtor and inaccordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether ornot such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) any right to anequitable remedy for breach of performance if such breach gives rise to a right to payment,whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent,matured, unmatured, disputed, undisputed, secured or unsecured.

As used in this Notice, the term “Pre-Petition Claim” shall mean any alleged claim againstthe Debtor arising prior to April 3, 2019, excluding any alleged administrative priority claimarising under section 503(b)(9) of the Bankruptcy Code.

As used in this Notice, the term “Professional” shall mean any professional retained by theDebtor or the Committee in the Chapter 11 Case.

WHO MUST FILE A PROOF OF CLAIM AND THE APPLICABLE B AR DATES

The Bar Dates

The Dismissal Procedures Order establishes the following bar dates for filing proofs ofclaim in these cases (collectively, the “Bar Dates”):

The Pre-Petition Claims Bar Date. Pursuant to the Dismissal Procedures Order, allEntities, other than Governmental Units, holding Claims against the Debtor (whether secured,administrative expense, unsecured priority, or unsecured nonpriority) that arose prior to or onApril 3, 2019, excluding claims under section 503(b)(9) of the Bankruptcy Code, are required tofile proofs of claim by the Pre-Petition Claims Bar Date.


EAST\168273731.3

3

The Governmental Claims Bar Date. Pursuant to the Dismissal Procedures Order,Governmental Units holding Claims against the Debtor related to Pre-Petition Claims arerequired to file proofs of claim by the Governmental Claims Bar Date.

The Final Fee Bar Date. Pursuant to the Dismissal Procedures Order, any Professionalmust file their final fee application (a “Final Fee Application”) for services rendered and thereimbursement of expenses by the Final Fee Bar Date.

Priority Claims Bar Date. Pursuant to the Dismissal Procedures Order, any Entity thatholds or wishes to assert an administrative expense claim under section 503(b) of the BankruptcyCode, including claims under section 503(b)(9) of the Bankruptcy Code, or a Final FeeApplication, substantially in the form of the Request for Payment Form for administrativeexpense claims under section 503(b) of the Bankruptcy Code or the form of the Proof of ClaimForm by the Priority Claims Bar Date. The Request for Payment Form and Proof of Claim Formare available on Omni’s website (https://omnimgt.com/lkbennettusa).



Acts or omissions of the Debtor, if any, that occurred prior to the Petition Date, includingacts or omissions related to any indemnity agreements, guarantees, or services provided to orrendered by the Debtor, may give rise to claims against the Debtor notwithstanding the fact thatsuch claims (or any injuries on which they are based) may be contingent or may not have maturedor become fixed or liquidated prior to the Petition Date. Therefore, any person or entity thatholds or asserts a claim or a potential claim against the Debtor no matter how remote orcontingent, must file a proof of claim on or before the applicable Bar Date.


The Dismissal Procedures Order further provides that the following Entities need not fileproofs of claim by the Claims Bar Date: (a) any entity that has already filed a Proof of Claim,Request for Payment, or Final Fee Application with Omni or the Clerk of the Court; (b) anyentity (i) whose claim is listed in the Schedules or any amendments thereto, and (ii) whose claimis not described therein as “disputed,” “contingent,” or “unliquidated,” and (iii) who does notdispute the amount or classification of its claim as set forth in the Schedules; (c) any person orentity whose claim against the Debtor has been allowed by an order of the Court entered on orbefore the applicable Bar Date; (d) any person or entity whose claim has been paid by theDebtors


Any Entity that is required to file a proof of claim, request for allowance of claim or otherrequests for payment in accordance with the terms of the Dismissal Procedures Order and thisNotice, but fails to do so by the applicable Bar Date described in this Notice, shall be barred fromreceiving any payment or distribution in satisfaction thereof.


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If it is unclear from the Schedules whether your Claim is disputed, contingent, orunliquidated as to amount or is otherwise properly listed and classified, you must file aproof of claim on or before the applicable Bar Date. Any Entity that relies on the informationin the Schedules bears responsibility for determining that its Claim is accurately listed therein.


The Debtor reserves the right to (a) dispute, or to assert offsets or defenses against, anyfiled Claim or any Claim listed or reflected in the Schedules as to nature, amount, liability,classification, or otherwise; and (b) subsequently designate any Claim as disputed, contingent, orunliquidated. Nothing contained in this Notice shall preclude the Debtor from objecting to anyClaim, whether scheduled or filed, on any grounds.


Original proofs of claim, requests for allowance of claim or other requests for paymentmust be sent by mail, overnight courier, or hand delivery to Omni so as to be received no laterthan 4:00 p.m. (ET) on the applicable Bar Date. If sent by first class mail, overnight mail,overnight courier or hand delivery, address is: L.K. Bennett U.S.A, Inc. Claims Processing c/oOmni Management Group, 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367. Any proofof claim, request for allowance of claim or other request for payment submitted by facsimileor e-mail will not be accepted and will not be deemed filed until it is submitted by one of themethods described in this paragraph. Proofs of claim, requests for allowance of claim or otherrequests for payment will be deemed filed only when actually received by Omni. If you wish toreceive acknowledgement of Omni’s receipt of your proof of claim, request for allowance ofclaim or other request for payment, you must also submit by the applicable Bar Date andconcurrently with submitting your original, (a) a copy of your original, and (b) a self-addressed,stamped return envelope.

Proofs of claim, requests for allowance of claim or other requests for payment of claimmust be denominated in lawful currency of the United States as of the applicable Bar Date,include all documentation required by Bankruptcy Rules 3001(c) and 3001(d), including anoriginal or a copy of any written document that forms the basis of the Claim or, for securedClaims, evidence that the alleged security interest has been perfected and supportingdocumentation (or, if such documentation is voluminous, a summary of such documentation) oran explanation as to why such documentation is not available. However, upon the advanceexpress written consent of the Debtor, a claimant’s proof of claim, request for allowance of claimor other request for payment of claim may be filed without the documents required byBankruptcy Rules 3001(c) and 3001(d); provided, however, that any claimant that receives sucha written consent will be required to transmit these documents in support of its Claim to Omni,the Debtor, or other parties in interest within ten (10) days after the date of a written request forsuch documents.


You may be listed as the holder of a claim against the Debtor in the Schedules. If youhold or assert a Claim that is not listed in the Schedules or if you disagree with the amount or


EAST\168273731.3

5

priority of your Claim as listed in the Schedules, or your Claim is listed in the Schedules ascontingent, unliquidated, or disputed, you must file a proof of claim, request for allowance ofclaim or other request for payment of claim. Copies of the Schedules and the DismissalProcedures Order are available for inspection during regular business hours at the office of theClerk of the Bankruptcy Court, United States Bankruptcy Court for the District of Delaware, 3rdFloor, 824 Market Street, Wilmington, Delaware 19801. In addition, copies of the Debtor’sSchedules and Dismissal Procedures Order may be obtained for a charge on the Internet at theBankruptcy Court’s website (http://www.deb.uscourts.gov), or free of charge at Omni’s website(https://omnimgt.com/lkbennettusa.).

Questions concerning the contents of this Notice and requests for proofs of claim orRequest for Payment Forms should be directed to Omni at (844)-212-9941 between the hours of9:00 a.m. and 5:00 p.m. (ET), Monday through Friday. Please note that Omni’s staff is notpermitted to give legal advice. You should consult your own attorney for assistanceregarding any other inquiries, such as questions concerning the completion or filing of aproof of claim.


EXHIBIT D

Proof of Claim Form

EAST\168273731.1EAST\168273731.3


EXHIBIT E

Request for Payment Form

EAST\168273731.1EAST\168273731.3


EAST\168273731.1EAST\168273731.3

Date:

REQUEST FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM

1. Name of claimant:

2. Nature and description of the claim (*you may attach a separate summary):

3. Date(s) claim arose:

4. Amount of claim:

5. Documentation supporting the claim must be attached hereto. Documentation shouldinclude both evidence of the nature of the administrative expense claim asserted as well asevidence of the date or dates on which the administrative expense claim arose.


---------------------------------------------------------------

In re:


Debtor.---------------------------------------------------------------

x::::::x

Chapter 11

Case No. 19-10760 (JTD)

1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address forthe Debtor is 595 Madison Avenue, New York, New York 10022.

Signature:_____________________________

Name:________________________________

Address:_______________________________

Phone Number:

Email:


Summary report:Litéra® Change-Pro TDC 10.1.0.700 Document comparison done on

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EXHIBIT B


EAST\168666354.3



---------------------------------------------------------------

In re:


Debtor.

---------------------------------------------------------------

x

:

:

:

:

:

:

:

x

Chapter 11

Case No. 17-12082 (JTD)

(Jointly Administered)

Re D.I.: 219

ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE AND

BANKRUPTCY RULE 9019 APPROVING PROPOSED STIPULATION

CONCERNING THE COMMITTEE CARVE-OUT

This matter coming before this Court upon the Motion of the Debtor Pursuant to Section

363 of the Bankruptcy Code and Bankruptcy Rule 9019 Approving Proposed Stipulation

Concerning the Committee Carve-Out (the “Motion”)2 filed by the above-captioned debtor (the

“Debtor”) for entry of an order, pursuant to section 363 of the Bankruptcy Code and Bankruptcy

Rule 9019, approving and authorizing the Stipulation, attached hereto as Exhibit 1, concerning

the Committee-Carve Out by and among the Debtor, the Committee and Wells Fargo; and the

Court having reviewed the terms of the Stipulation; and the Court having found that jurisdiction

is proper pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having determined that the relief

sought in the Motion is in the best interests of the Debtor, its estate and creditors; and the Debtor

having provided appropriate notice and an opportunity for a hearing, and there being no other or

further notice required under the circumstances; and the Court having determined that the legal

and factual bases set forth in the Motion establish just cause for the relief granted herein; and


the Debtor is 595 Madison Avenue, New York, New York 10022. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.


EAST\168666354.3 2

after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED, THAT:

1. The Motion is GRANTED as set forth in this Order.

2. The Debtor is authorized to enter into the Stipulation with the Committee

and Wells Fargo, which is approved in all respects.

3. Upon the entry of an order dismissing this chapter 11 case, to the fullest extent

authorized by applicable law, for the good and valuable consideration provided by each of: (a) the

Debtor and its estate, (b) the Committee, (c) Wells Fargo and (d) with respect to each of the

foregoing entities in clauses (a) through (c), such person’s current and former affiliates,

subsidiaries, officers, directors, principals, employees, agents, financial advisors, attorneys,

accountants, investment bankers, consultants, representatives, and other professionals release each

other from any and all claims, obligations, suits, judgments, damages, demands, debts, rights,

causes of action and liabilities whether liquidated or unliquidated, fixed or contingent, matured or

unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law,

equity, or otherwise that are based in whole or part on any act omission, transaction, event, or

other occurrences, whether direct or derivative, taking place on or prior to the entry of this Order

in connection with, or related to, the Debtor, the management and/or administration of the Debtor,

this chapter 11 case or the Prepetition Credit Documents other than with respect to obligations or

liabilities arising out of or relating to (i) this Order or the Order Establishing the Dismissal

Procedures for the Dismissal of the Chapter 11 Case entered by this Court, or (ii) any act or

omission that is determined by a final order of a court of competent jurisdiction to constitute

actual fraud, willful misconduct, or gross negligence (the “Release”), which is hereby authorized

and approved.


EAST\168666354.3 3

4. The Parties are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the terms of the Stipulation and related

documents.

5. The Stipulation, including the releases granted thereby, shall become

effective immediately upon the later of: (i) the entry of a final order by this Court approving the

Dismissal Procedures and (ii) the entry of a final order by this Court approving the Stipulation.

6. The Court shall retain jurisdiction to hear and determine all matters arising

from implementation of this Order.


EAST\168666354.3

EXHIBIT 1

Stipulation


EXHIBIT B-1


EAST\168666354.1EAST\168666354.3

---------------------------------------------------------------

In re:


Debtor.

---------------------------------------------------------------

x:::::::x

Chapter 11

Case No. 17-12082 (JTD)

(Jointly Administered)

Re D.I.: 219

ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE ANDBANKRUPTCY RULE 9019 APPROVING PROPOSED STIPULATION

CONCERNING THE COMMITTEE CARVE-OUT

This matter coming before this Court upon the Motion of the Debtor Pursuant to Section

363 of the Bankruptcy Code and Bankruptcy Rule 9019 Approving Proposed Stipulation

Concerning the Committee Carve-Out (the “Motion”) 2 filed by the above-captioned debtor (the

“Debtor”) for entry of an order, pursuant to section 363 of the Bankruptcy Code and Bankruptcy

Rule 9019, approving and authorizing the Stipulation, attached hereto as Exhibit 1, concerning

the Committee-Carve Out by and among the Debtor, the Committee and Wells Fargo; and the

Court having reviewed the terms of the Stipulation; and the Court having found that jurisdiction

is proper pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having determined that the relief

sought in the Motion is in the best interests of the Debtor, its estate and creditors; and the Debtor

having provided appropriate notice and an opportunity for a hearing, and there being no other or

further notice required under the circumstances; and the Court having determined that the legal


1 The last four digits of the Debtor’s federal tax identification number are (6607). The mailing address forthe Debtor is 595 Madison Avenue, New York, New York 10022.2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.


EAST\168666354.1EAST\168666354.3 2

and factual bases set forth in the Motion establish just cause for the relief granted herein; and

after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED, THAT :

1. The Motion is GRANTED as set forth in this Order.

2. The Debtor is authorized to enter into the Stipulation with the Committee

and Wells Fargo, which is approved in all respects.

3. The Release is hereby authorized and approved.


EAST\168666354.1EAST\168666354.3 3

3. Upon the entry of an order dismissing this chapter 11 case, to the fullest extent

authorized by applicable law, for the good and valuable consideration provided by each of: (a) the

Debtor and its estate, (b) the Committee, (c) Wells Fargo and (d) with respect to each of the

foregoing entities in clauses (a) through (c), such person’s current and former affiliates,

subsidiaries, officers, directors, principals, employees, agents, financial advisors, attorneys,

accountants, investment bankers, consultants, representatives, and other professionals release each

other from any and all claims, obligations, suits, judgments, damages, demands, debts, rights,

causes of action and liabilities whether liquidated or unliquidated, fixed or contingent, matured or

unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law,

equity, or otherwise that are based in whole or part on any act omission, transaction, event, or

other occurrences, whether direct or derivative, taking place on or prior to the entry of this Order

in connection with, or related to, the Debtor, the management and/or administration of the Debtor,

this chapter 11 case or the Prepetition Credit Documents other than with respect to obligations or

liabilities arising out of or relating to (i) this Order or the Order Establishing the Dismissal

Procedures for the Dismissal of the Chapter 11 Case entered by this Court, or (ii) any act or

omission that is determined by a final order of a court of competent jurisdiction to constitute

actual fraud, willful misconduct, or gross negligence (the “Release”), which is hereby authorized

and approved.

4. The Parties are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the terms of the Stipulation and related

documents.


EAST\168666354.1EAST\168666354.3 4

5. The Stipulation, including the releases granted thereby, shall become

effective immediately upon the later of: (i) the entry of a final order by this Court approving the

Dismissal Procedures and (ii) the entry of a final order by this Court approving the Stipulation.

6. The Court shall retain jurisdiction to hear and determine all matters arising

from implementation of this Order.


EXHIBIT 1

Stipulation

EAST\168666354.1EAST\168666354.3


Summary report:Litéra® Change-Pro TDC 10.1.0.700 Document comparison done on

8/12/2019 1:26:50 PMStyle name: DLAPiperIntelligent Table Comparison: ActiveOriginal DMS: iw://USDMS.PIPER.ROOT.LOCAL/EAST/168666354/1Modified DMS: iw://USDMS.PIPER.ROOT.LOCAL/EAST/168666354/3Changes:Add 4Delete 4Move From 0Move To 0Table Insert 0Table Delete 0Table moves to 0Table moves from 0Embedded Graphics (Visio, ChemDraw, Images etc.) 0Embedded Excel 0Format changes 0Total Changes: 8
