UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
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In re: : Chapter 11
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OLD DDUS, INC., et al., : Case No. 20-10916 (MEW)
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: (Jointly Administered)
Debtors.1 :
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ORDER (I) GRANTING CREDITOR TRUST
AUTHORITY TO FILE OMNIBUS CLAIMS OBJECTIONS AND
(II) ESTABLISHING PROCEDURES FOR FILING OMNIBUS CLAIMS OBJECTIONS
Upon the motion (the “Motion”) of the Old DDUS Creditor Trust (the “Creditor Trust”) for entry of an order, pursuant to sections 105(a) and 502 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), (i) granting the Creditor Trust authority to file omnibus claims objections and (ii) establishing procedures for filing omnibus claims objections; and it appearing that the relief requested in the Motion is in the best interests of the Creditor Trust, the bankruptcy estates and parties in interest; and good and sufficient notice having been provided as set forth in the Motion; and the Court having reviewed the Motion; 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 upon all of the proceedings heard before the Court; and after due deliberation and sufficient cause appearing therefor, it is hereby
ORDERED that:
1. The Motion is granted to the extent provided herein.
1The Debtors in the Chapter 11 Cases and the last four digits of each Debtor's taxpayer identification number are as follows: Old
DDUS, Inc. f/k/a Dean & Deluca New York, Inc. (3111); Dean & Deluca, Inc. (2998); Dean & Deluca Brands, Inc. (2878); Dean & Deluca International, LLC (8995); Dean & Deluca Small Format, LLC (1806); Dean & Deluca Atlanta, LLC (6678); Dean & Deluca Markets, LLC (2674). The registered address for the Debtors is 251 Little Falls Drive, Wilmington, Delaware 19808.
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2. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.
3. The Creditor Trust is authorized to file objections to claims in accordance with the following procedures (the “Procedures”):
(i) Generally: Up to 100 proofs of claim may be objected to in an Omnibus Objection. Each Omnibus Objection will be in a form that complies with Bankruptcy Rule 3007(e). Specifically, each Omnibus Objection shall (a) state in a conspicuous place that claimants receiving the objection should locate their names and claims in the Omnibus Objection; (b) list claimants alphabetically, provide a cross-reference to claim numbers, and, if appropriate, list claimants by category of claims; (c) state the grounds of the objection to each claim and provide a cross-reference to the pages in the Omnibus Objection pertinent to the stated grounds, where applicable; (d) state in the title the identity of the objector and the grounds for the objection; (e) be numbered consecutively with other Omnibus Objections filed by the same objector; and (f) contain objections to no more than 100 claims. (ii) Notice: Each Omnibus Objection shall be sent to the party whose name
appears in the address and notice block of each proof of claim (as such addresses may have been supplemented or amended pursuant to Bankruptcy Rule 2002(g)) and any counsel of record for such party, and shall be accompanied by a customized notice of objection, which will include, without limitation, the following information: (a) a description of the basic nature of the objection; (b) information relating to the rights of the applicable entity that may be affected by the objection; (c) identification of the hearing date, if applicable, and related information; and (d) the information necessary for affected claimants to attempt to resolve the objection to their proofs of claim on an informal basis or file a formal response thereto and the implications of failing to resolve or respond timely to such Omnibus Objection. For claims that have been transferred, the Creditor Trust proposes that notice should be provided only to the person or persons listed as being the owner of such claim on the claims register maintained by Stretto, the Debtors’ claims agent, on the date the Omnibus Objection is filed.
(iii) Hearing: In compliance with Bankruptcy Rule 3007(a), each Omnibus Objection shall be set for an initial hearing no less than thirty (30) days after service of the Omnibus Objection. The Creditor Trust, after notice to all of the affected claimants, may adjourn the hearing on any Omnibus Objection (or any proof(s) of claim subject to any Omnibus Objection) to a subsequent hearing date.
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(iv) Grounds for Objection: In addition to the grounds provided for in Bankruptcy Rule 3007(d), the Creditor Trust may include in Omnibus Objections those claims that its professionals believe should be disallowed, reduced or reclassified, in whole or in part, because: (a) the amount claimed is not reflected in, or is in an amount different than that contained in, the Debtors’ books and records and the creditor has not responded to reasonable requests for further information; (b) the claim does not sufficiently specify the basis for the claim or include sufficient documentation to ascertain the validity of such claim and the creditor has not responded to reasonable requests for further information; (c) the claim was incorrectly classified; (d) the claim seeks recovery of amounts for which the Debtors are not liable; (e) the claim is filed against one or more incorrect Debtors or an unspecified Debtor, or the claim is a duplicate claim filed against multiple Debtors; (f) the amount of the claim is not specified (not including “unliquidated” claims); (g) the claim has been formally withdrawn by the claimant through the filing of a pleading or through the entry of a Court order indicating withdrawal of the claim; (h) the claim is disallowed pursuant to section 502 of the Bankruptcy Code; or (i) the claim is valid and should be allowed, but the dollar amount of the claim is incorrect and should be reduced.
(v) Responses: The deadline for filing any written response (a “Response”) to an Omnibus Objection shall be 4:00 p.m. (prevailing Eastern Time) on the date that is seven (7) calendar days prior to the date of the hearing on such Omnibus Objection (the “Response Deadline”). A Response shall be considered timely only if, prior to the Response Deadline, it is (x) filed with the Court, together with proof of service, and (y) served in accordance with applicable Bankruptcy Rules, the Bankruptcy Code, and the Local Bankruptcy Rules for the Southern District of New York, so as to be actually received by the following parties: (a) counsel to the Creditor Trust, Arent Fox LLP, 1301 Avenue of the Americas, 42nd Floor, New York, NY 10019 (Attn: George P. Angelich and Jordana L. Renert) and Arent Fox LLP, 800 Boylston Street, 32nd Floor, Boston, MA 02199 (Attn: Justin A. Kesselman); and (b) counsel to the U.S. Trustee for Region 2, 201 Varick Street, Suite 1006, New York, NY 10014 (Attn: Andrea B. Schwartz). 4. If a timely Response to an Omnibus Objection is filed in accordance with the Procedures described above, and the Creditor Trust determines that discovery is needed to address such Response, the initial hearing may be converted into a status conference (as to the relevant claim or claims) during which the parties may request that this Court issue a scheduling order to facilitate the resolution of the Omnibus Objection as to such claim(s).
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5. Each claim objected to in an Omnibus Objection as to which the claimant timely and properly files a Response will constitute a separate contested matter, as provided in Bankruptcy Rule 9014.
6. The assertion of a particular ground for objecting to a claim in any Omnibus Objection or other objection shall not preclude the Creditor Trust from asserting additional appropriate grounds for objecting to such claim, either in the same objection or a subsequent objection.
7. To the extent there is any inconsistency between the Procedures and the Plan, the terms of the Plan shall control. Similarly, to the extent there is any inconsistency between the Procedures and the Confirmation Order, the terms of the Confirmation Order shall control.
8. Nothing contained in this Order, or in any Omnibus Objection, shall constitute or be deemed to constitute a waiver of the Creditor Trust’s right to assert any claim, counterclaim, right of setoff or recoupment, or any other claims of the Creditor Trust or any other party in interest against a claimant, or to seek estimation of any claim or to object to claims on any basis not previously set forth in an Omnibus Objection.
9. Entry of this Order is without prejudice to the rights of the Creditor Trust to seek entry of an order modifying or supplementing the relief granted herein, and the Procedures approved herein expressly are subject to any modified claims objection procedures that may be set forth in any subsequent order of this Court or in any confirmed chapter 11 plan for the Creditor Trust.
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10. This Court shall retain jurisdiction to hear and determine all matters related to this Order and the implementation hereof.
Dated: New York, New York April 12, 2021
/s/ Michael E. Wiles
THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE
