EMERGENCY MOTION FOR ENTRY OF AN ORDER (I) DIRECTING JOINT ADMINISTRATION OF CHAPTER 11 CASES AND
(II) GRANTING RELATED RELIEF
Emergency relief has been requested. A hearing will be conducted on this matter on February 16, 2021 at 12:00 pm (prevailing Central Time) in Courtroom 404, 4th floor, 515 Rusk Avenue, Houston, Texas 77002. You may participate in the hearing either in person or by audio/video connection.
Audio communication will be by use of the Court’s dial-in facility. You may
access the facility at (832) 917-1510. You will be responsible for your own long-distance charges. Once connected, you will be asked to enter the conference room number. Judge Isgur’s conference room number is 954554.
You may view video via GoToMeeting. To use GoToMeeting, the Court recommends that you download the free GoToMeeting application. To connect,
you should enter the meeting code “JudgeIsgur” in the GoToMeeting app or click
the link on Judge Isgur’s home page on the Southern District of Texas website. Once connected, click the settings icon in the upper right corner and enter your
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION In re:
Country Fresh Holding Company Inc. Country Fresh Midco Corp.
Country Fresh Acquisition Corp. Country Fresh Holdings, LLC Country Fresh LLC
Country Fresh Dallas, LLC Country Fresh Carolina, LLC Country Fresh Midwest, LLC Country Fresh Orlando, LLC Country Fresh Transportation LLC CF Products, LLC
Country Fresh Manufacturing, LLC
Champlain Valley Specialty of New York, Inc. Country Fresh Pennsylvania, LLC
Sun Rich Fresh Foods (NV) Inc. Sun Rich Fresh Foods (USA) Inc. Sun Rich Fresh Foods (PA) Inc.
Debtors. § § § § § § § § § § § § § § § § § § § Chapter 11
name under the personal information setting.
Hearing appearances must be made electronically in advance of the hearing. To make your electronic appearance, go to the Southern District of Texas website
and select “Bankruptcy Court” from the top menu. Select “Judges’ Procedures,” then “View Home Page” for Judge Isgur. Under “Electronic Appearance” select “Click here to submit Electronic Appearance.” Select the case name, complete the required fields and click “Submit” to complete your appearance.
Country Fresh Holding Company Inc. and its above-captioned debtor affiliates, as debtors and debtors-in-possession (collectively, the “Debtors”)1 hereby file this Emergency
Motion for Entry of An Order (I) Directing Joint Administration of Cases and (II) Granting Related Relief (the “Motion”) of affiliated debtors pursuant to Federal Rule of Bankruptcy
Procedure 1015(b). In support of this Motion, the Debtors respectfully represent as follows: I.
INTRODUCTION
1. On the Petition Date (defined below), Country Fresh Holding Company Inc. and sixteen (16) affiliated entities filed the above-enumerated bankruptcy cases. Because the entities are affiliates, the Debtors seek to have their cases jointly administered pursuant to Bankruptcy Rule 1015.
II.
JURISDICTION AND VENUE
2. The Court has jurisdiction over these matters pursuant to 28 U.S.C. §§ 157 and 1334. These matters concern the administration of these bankruptcy estates; accordingly, these
1 The Debtors in these Chapter 11 cases and the last four digits of each Debtors’ taxpayer identification
number are as follows: Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026); Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods
(USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661). The Debtors’ principal place of business is
are core proceedings pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The predicate for the relief requested in this Motion is Federal Rule of Bankruptcy Procedure 1015.
II.
BACKGROUND
3. On February 15, 2021 (the “Petition Date”), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors remain in possession of their property and are managing their businesses as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee has been appointed and no official committee has been established in these cases.
4. Information on the Debtors, their businesses, and a summary of the relief requested in this Motion can be found in the Declaration of Stephen Marotta in Support of First
Day Motions (the “Marotta Declaration”), filed concurrently herewith and incorporated herein
by reference. Additional facts and circumstances supporting the relief requested in this Motion are set forth in the Marotta Declaration. Capitalized terms used but not defined in this Motion shall carry the meanings assigned to them in the Marotta Declaration, if applicable.
III.
RELIEF REQUESTED
5. Through this Motion, the Debtors seek to administratively consolidate each of the
Debtors’ separate bankruptcy proceedings for procedural purposes only. The Court may order the
joint administration of the estates of a debtor and an affiliate. The applicable authority for this request is found in FED. R. BANKR. P. 1015(b), which states “if a joint petition or two or more petitions are pending in the same court by or against…a debtor and an affiliate, the court may
order a joint administration of the estates.”
other parties in interest would be served by joint administration of these Chapter 11 Cases. Accordingly, the Debtors request that the caption of their Chapter 11 Cases be modified to reflect the joint administration of the Chapter 11 Cases as follows:
1 The Debtors in these Chapter 11 cases and the last four digits of each Debtors’ taxpayer identification
number are as follows: Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026); Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Fresh Foods
(USA) Inc. (0429); and Sun Rich Fresh Foods (PA) Inc. (4661). The Debtors’ principal place of business is
3200 Research Forest Drive, Suite A5, The Woodlands, TX, 77381.
7. The Debtors also seek the Court’s direction that a notation in substantially the following form be entered on the docket sheet of each of the Debtors to reflect the joint administration of the cases:
An order has been entered directing the procedural consolidation and joint administration of Country Fresh Holding Company Inc., et. al. The docket in Case No. 30574 should be consulted for all matters affecting these cases.
8. The Debtors further request authority to file any monthly operating reports on a consolidated basis for the jointly administered Debtors; provided, however, that income and disbursements may be tracked and broken out on a Debtor-by-Debtor basis.
9. The Debtors are not aware of an administrative or scheduling order that might require modification as a result of the requested joint administration.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION In re:
COUNTRY FRESH HOLDING COMPANY INC., et. al.1
Debtors. § § § § § § Chapter 11
10. In summary, the Debtors request that their cases be jointly administered for procedural purposes to the extent of the following:
a. One docket shall be maintained for the Debtors’ cases, under the case number assigned to Country Fresh Holding Company Inc.;
b. All pleadings, orders and other papers filed shall be captioned with the style reflected above, and shall reflect that the cases are jointly administered under the case number assigned to Country Fresh Holding Company Inc.;
c. The United States Trustee shall conduct joint informal meetings with Debtors, if required, and a joint first meeting of creditors;
d. Counsel for the Debtors shall prepare and maintain one “Consolidated
Short Service List” which reflects all parties in interest of all Debtors, and
shall prepare and maintain a separate “Master Service List” for each
Debtor which further meets the requirements of any order the Court may enter in these cases regarding limitation of notice as required by this
Court’s Procedures for Complex Chapter 11 Cases;
e. Each of the Debtors shall file separate Schedules of Assets and Liabilities, Statements of Financial Affairs and, as applicable, Lists of Equity Security Holders;
f. Proofs of claim filed by creditors of any Debtor shall reflect the style and case number of the Debtor to which the claim relates and in whose case such claim is to be filed; and,
g. Separate claims registers shall be maintained for each Debtor. IV.
BASIS FOR RELIEF
to vote, 20 percent or more of the outstanding securities of the debtor. The Debtors are all owned directly or indirectly by Country Fresh Holding Company, Inc. A corporate ownership chart demonstrating how each Debtor-entity is related to each other is attached hereto as Exhibit A.
12. The Debtors believe that the joint administration of these Chapter 11 Cases is warranted by the fact that (i) the financial affairs and business operations of the Debtors are closely related, (ii) administrative expenses are shared by the Debtors, and (iii) most of the relief requested in these bankruptcies are requested on behalf of each Debtor. Entry of an order directing joint administration of these Chapter 11 Cases will obviate the need for duplicative notices, applications and orders, and will thereby save considerable time and expense for the Debtors and result in substantial savings to their respective estates.
13. Furthermore, the creditors will not be adversely affected by joint administration of these cases. This Motion requests only administrative consolidation of the estates; the Debtors are not at this time seeking substantive consolidation. Each creditor may still file a claim against a
particular Debtor’s estate. Thus, the rights of all creditors will be enhanced by the reduced costs
resulting from joint administration. This Court also will be relieved of the burden of entering duplicative orders and maintaining duplicative files. Finally, supervision of the administrative aspects of these Chapter 11 Cases by the Office of the United States Trustee will be simplified.
V.
EMERGENCY CONSIDERATION
14. Pursuant to Local Rule 9013-1(i), the Debtors respectfully request emergency consideration of this motion pursuant to Bankruptcy Rule 6003, which empowers a court to grant
relief within the first 21 days after the commencement of a chapter 11 case “to the extent that relief is necessary to avoid immediate and irreparable harm,” and Local Rule 9013-1(i). This
immediate significance, the granting of which will save costs and avoid undue administrative burden and confusion immediately. Accordingly, the Debtors submit that they have satisfied the
“immediate and irreparable harm” standard of Bankruptcy Rule 6003 and, therefore, respectfully
request that the Court approve the relief requested in this motion on an emergency basis. V.
WAIVER OF BANKRUPTCY RULE 6004(A) AND 6004(H)
15. To the extent necessary, the Debtors request that the Court enter an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h).
VI. NOTICE
16. No trustee, examiner, or statutory creditors’ committee has been appointed in these Chapter 11 Cases. Notice of this Motion has been provided to: (i) the Office of the United States Trustee for the Southern District of Texas; (ii) counsel to the Ad Hoc Group, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Attn.: Elizabeth R. McColm, John T. Weber and Grace Hotz; (iii) counsel to certain of the DIP Lenders, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Attn.: Elizabeth R. McColm, John T. Weber and Grace Hotz; (iv) counsel to the administrative agents
for the Debtors’ prepetition credit facilities, Norton Rose Fulbright US LLP, Attn: David Rosenzweig and Stephen Castro; (v) counsel to the administrative agents for the Debtors’
debtor-in-possession financing facilities, Norton Rose Fulbright US LLP, Attn: David Rosenzweig and
Stephen Castro; (vi) the thirty (30) largest unsecured creditors of the Debtors’ bankruptcy estates
have formally appeared and requested notice. The Debtors respectfully submit that no further notice of this Motion is required.
17. The pleadings in these Bankruptcy Cases and supporting papers are available on
the Debtors’ website at https://dm.epiq11.com/countryfreshor on the Bankruptcy Court’s website
at https://ecf.txsb.uscourts.gov/. You can request any pleading you need from (i) the proposed noticing agent, Epiq Corporate Restructuring, LLC (CountryFreshInfo@epiqglobal.com), or (ii) counsel for the Debtors at: Foley & Lardner LLP, c/o Melina T. Bales (mbales@foley.com). DATED: February 16, 2021 Respectfully submitted by:
FOLEY & LARDNER, LLP
/s/ John Melko
John P. Melko (TX 13919600) Email: jmelko@foley.com
Sharon M. Beausoleil (TX 24025245) Email: sbeausoleil@foley.com 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Telephone: 713.276.5500 and Mark C. Moore (TX 24074751) Email: mmoore@foley.com Melina T. Bales (TX 24106851) Email: mbales@foley.com
2021 McKinney Avenue, Suite 1600 Dallas, Texas 75201
Telephone: 214.999.4150 PROPOSED COUNSEL TO
CERTIFICATE OF ACCURACY
Pursuant to Bankruptcy Local Rule 9013-1(i), I hereby certify that the foregoing statements are true and accurate to the best of my knowledge.
/s/ Mark Moore
Mark Moore CERTIFICATE OF SERVICE
I hereby certify that, on February 16, 2021 a true and correct copy of the foregoing
document was served electronically by the Court’s PACER system. /s/ Mark Moore
Delaware Country Fresh Midco Corp. Delaware Country Fresh Acquisition Corp. Delaware Country Fresh Holdings, LLC Delaware Country Fresh LLC Delaware Country Fresh Dallas, LLC Delaware Country Fresh Carolina, LLC Delaware Country Fresh Midwest, LLC Illinois Country Fresh Orlando, LLC Delaware Country Fresh Transportation LLC Iowa CF Products, LLC Texas Country Fresh Manufacturing, LLC South Carolina Champlain Valley Specialty of New York,
Inc.
New York
Country Fresh Pennsylvania, LLC
Pennsylvania
Sun Rich Fresh Foods (NV) Inc. Nevada TGF Acquisition Parents Ltd. British Columbia
Country Fresh
Tiffany Gate
ORDER GRANTING EMERGENCY MOTION FOR ENTRY OF AN ORDER (I) DIRECTING JOINT ADMINISTRATION OF CHAPTER 11 CASES AND
(II) GRANTING RELATED RELIEF
This matter having come before this Court on the Emergency Motion for Entry of An Order
(I) Directing Joint Administration of Cases and (II) Granting Related Relief (the “Motion”)1 filed by the Debtors in the above-captioned cases.
Having reviewed the Motion and after due deliberation and consideration, and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, that this is a core proceeding pursuant to 28 U.S.C. § 157(b), and that venue of this proceeding and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409, the Court finds that notice was appropriate under the circumstances, and no further notice is necessary, and that cause exists to
1 Capitalized terms not otherwise defined herein have the definitions ascribed in the Motion. IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION
In re:
Country Fresh Holding Company Inc. Country Fresh Midco Corp.
Country Fresh Acquisition Corp. Country Fresh Holdings, LLC Country Fresh LLC
Country Fresh Dallas, LLC Country Fresh Carolina, LLC Country Fresh Midwest, LLC Country Fresh Orlando, LLC Country Fresh Transportation LLC CF Products, LLC
Country Fresh Manufacturing, LLC
Champlain Valley Specialty of New York, Inc. Country Fresh Pennsylvania, LLC
Sun Rich Fresh Foods (NV) Inc. Sun Rich Fresh Foods (USA) Inc. Sun Rich Fresh Foods (PA) Inc.
Debtors. § § § § § § § § § § § § § § § § § § § Chapter 11
grant the relief requested in the Motion to the extent set forth below. Therefore, it is hereby ORDERED that:
Therefore, it is hereby ORDERED that the Motion is GRANTED.
IT IS FURTHER ORDERED that the Clerk shall enter a notation in substantially the following form on the docket sheet of each of the Debtors to reflect the joint administration of the cases:
An order has been entered directing the procedural consolidation and joint administration of Country Fresh Holding Company Inc., et. al. The docket in Case No. 21-30574 should be consulted for all matters affecting these cases.
IT IS FURTHER ORDERED that:
1. The Debtors’ bankruptcy cases are consolidated for procedural purposes and shall be jointly administered.
2. The joint caption page, attached as Exhibit A to this Order, is approved. All pleadings shall use the joint caption, and shall be filed in the Country Fresh Holding Company Inc. bankruptcy case, Case No. 21-30574.
3. The clerk shall file and docket all orders, pleadings, papers and documents, except proofs of claim, in Case No. 21-30574
4. The United States Trustee may conduct joint informal meetings with Debtors, if required, and a joint first meeting of creditors;
5. Each of the Debtors shall file separate Schedules of Assets and Liabilities, Statements of Financial Affairs and, as applicable, Lists of Equity Security Holders; 6. All proofs of claim shall be filed under the case number representing the estate in which the claim is made, and a creditor of more than one estate shall file a proof of claim in each case to which a claim may be made, and only in the amount which the creditor may make a claim from that estate; and the clerk shall register and file proofs of claim in the case under which the proof of claim is filed.
7. The Debtors shall serve a copy of this Order on the United States Trustee, persons
8. The Debtors shall file with the clerk in Case No. 21-30574, a master service list
pursuant to this Court’s Procedures for Complex Chapter 11 Cases Section B.
9. The Debtors may file monthly operating reports required by the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the U.S. Trustee, by consolidating the information required for each Debtor in one report provided that it tracks and breaks out all of the specific information (e.g., receipts, disbursements, etc.) on a Debtor-by-Debtor basis in each monthly operating report.
10. Nothing contained in the Motion or this Order shall be deemed or construed as directing or otherwise effecting a substantive consolidation of these Chapter 11 Cases and this Order shall be without prejudice to the rights of the Debtors to seek entry of an order substantively consolidating their respective cases.
11. This Court shall retain jurisdiction to hear and determine all matters arising from this Order.
###END OF ORDER###
Dated ________________, 2021 Houston, Texas
EXHIBIT A
1 The Debtors in these Chapter 11 cases and the last four digits of each Debtors’ taxpayer identification number
are as follows: Country Fresh Holding Company Inc. (7822); Country Fresh Midco Corp. (0702); Country Fresh Acquisition Corp. (5936); Country Fresh Holdings, LLC (7551); Country Fresh LLC (1258); Country Fresh Dallas, LLC (7237); Country Fresh Carolina, LLC (8026); Country Fresh Midwest, LLC (0065); Country Fresh Orlando, LLC (7876); Country Fresh Transportation LLC (8244) CF Products, LLC (8404) Country Fresh Manufacturing, LLC (7839); Champlain Valley Specialty of New York, Inc. (9030); Country Fresh Pennsylvania, LLC (7969); Sun Rich Fresh Foods (NV) Inc. (5526); Sun Rich Foods (USA) Inc. (0429);
and Sun Rich Fresh Foods (PA) Inc. (4661). The Debtors’ principal place of business is 3200 Research Forest
Drive, Suite A5, The Woodlands, TX, 77381.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION In re:
COUNTRY FRESH HOLDING COMPANY INC., et. al.1
