IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
OLD BBP, INC., et al.,1 Case No. 19-12502 (LSS)
(Jointly Administered) Debtors.
DEBTORS’ MOTION FOR ENTRY OF AN ORDER APPROVING
THE CONVERSION OF THE DEBTORS’ CHAPTER 11 CASES TO CASES UNDER CHAPTER 7 OF THE BANKRUPTCY CODE AND APPROVING CERTAIN MATTERS
RELATED THERETO, INCLUDING ESTABLISHING PROCEDURES RELATED TO FINAL FEE APPLICATIONS FOR THESE CHAPTER 11 CASES
The above-captioned affiliated debtors and debtors in possession (collectively, the “Debtors”) hereby submit this motion (this “Motion”) for entry of an order, substantially in the
form attached hereto as Exhibit A (the “Proposed Initial Order”) (a) providing that the conversion of the Debtors’ chapter 11 cases to cases under chapter 7 of the Bankruptcy Code shall occur
following the filing of a certification of counsel (the “Certification of Counsel”) confirming that Final Fee Applications (as defined in the Proposed Order) have been approved, (b) approving certain other matters related to the conversion, including procedures related to the filing of final fee applications by professionals; (c) following the filing of such Certification of Counsel, converting each of the Debtors’ chapter 11 cases to cases under chapter 7 of the Bankruptcy Code,
effective as of 12:01 a.m. (prevailing Eastern time) on the first business day after the conversion
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The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Old BBP, Inc. (f/k/a Bumble Bee Parent, Inc.) (5118); Old BBH, Inc. (f/k/a Bumble Bee Holdings, Inc.) (1051); Old BBF, LLC (f/k/a Bumble Bee Foods, LLC) (0146); Old AF, LLC (f/k/a Anova Food, LLC) (2140); and Old BBC Corp. (f/k/a Bumble Bee Capital Corp.) (7816). The mailing address for the above-captioned Debtors is Old BBP, Inc., et al., Attn: Albert Altro, Chief Wind Down Officer, Traverse LLC, 300
Hearing Date: January 25, 2021 at 10:00 a.m. (ET) Objection Deadline: January 13, 2021 at 4:00 p.m. (ET)
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order is entered (the “Conversion Date”); and (d) granting related relief, pursuant to section 1112(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 1017(f) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2002-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). In support of this Motion, the Debtors respectfully state as follows:
JURISDICTION AND VENUE
The Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b), and pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.
The statutory and legal predicates for the relief requested herein are section 1112(a) of the Bankruptcy Code, Bankruptcy Rule 1017(f), and Local Rule 2002-1.
BACKGROUND I. General
On November 21, 2019 (the “Petition Date”), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The
Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
On December 3, 2019, the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the official committee of unsecured creditors (the “Committee”). No request has been made for the appointment of a trustee or an examiner.
II. The Sale of Substantially All of the Debtors’ Assets
As set forth in the Declaration of Kent McNeil in Support of Chapter 11 Petitions and First-Day Motions [Docket No. 17] (the “First Day Declaration”), the Debtors commenced the Chapter 11 Cases to preserve and maximize the value of their businesses through the sale of substantially all of their assets as a going concern.
On the Petition Date, the Debtors filed a motion [Docket No. 31] (the “Sale
Motion”), seeking, among other things, authority to designate certain affiliates of FCF Co., Ltd. (“FCF”) as stalking horse bidder and enter into a stalking horse asset purchase agreement with FCF (the “FCF APA”).
By order dated January 24, 2020 [Docket No. 326] (the “Sale Order”), the Court approved the sale of substantially all of the Debtors’ assets to FCF (the “Sale”), and the Sale
closed on January 31, 2020 [Docket No. 369]. As part of the prepetition negotiations that resulted in the FCF APA and the Debtors’ debtor-in-possession financing, the Debtors obtained sufficient
funding and other assurances of payment to satisfy the amounts incurred by the Debtors in the operation of their businesses through the closing of the Sale, plus a wind-down budget to administer the Chapter 11 Cases for a period of time following the Sale.
However, the Debtors believe that the Sale may have resulted in a taxable gain attributable to the Debtors’ assets and that the resulting tax on that gain would be substantial.
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III. The Global Settlement Stipulation
The Debtors were able to consummate the Sale without delay and minimizing expense in large part due to the global settlement reached among the key parties in the Chapter 11 Cases, the terms of which were initially set forth in a term sheet agreed upon prior to the hearing to consider the Sale and ultimately memorialized in a stipulation entered into by the parties to the global settlement (the “Global Settlement Stipulation”). The Global Settlement
Stipulation contemplated, among other things, that a trust would be established for the benefit of the Debtors’ creditors. The settlement term sheet also provided that $1.4 million (referred to as the “Trust Funding”) would be funded into the trust account for Committee Counsel pending
approval of the settlement and further provided that “[i]n the event the Settlement is not approved by a final, non-appealable order of the Bankruptcy Court, the Trust Funding shall remain in escrow pending further order of the Bankruptcy Court.” See Docket No. 314, Ex. A. (Settlement Trust
Term Sheet) p. 4.
The Debtors and the Committee jointly sought approval of the Global Settlement Stipulation by motion dated July 9, 2020 [Docket No. 621] (the “Global Settlement
Motion”). The Debtors subsequently sought to dismiss the Chapter 11 Cases by motion dated August 20, 2020 (the “Dismissal Motion”), intending to effectuate a structured dismissal of these
Chapter 11 Cases following implementation of the Global Settlement Stipulation. Both motions were opposed by the U.S. Trustee and Lion Capital (Americas), Inc. (“Lion Americas,” and together with the U.S. Trustee, the “Objectors”). The Objectors alleged, in sum, that the structured dismissal was not in the best interests of the Debtors’ creditors. Instead, the Objectors argued that the Debtors should either file a liquidating plan, dismiss their cases without the Debtors’ proposed
structure, or convert the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code.
The Court considered the Global Settlement Motion and the Dismissal Motion at a hearing on September 10, 2020. The Court denied the motions without prejudice and encouraged the Debtors to engage in discussions with the Internal Revenue Service (“IRS”) in
light of the potential substantial tax claim the IRS may hold. Up until that point, while the IRS had been provided notice of all proceedings in these Chapter 11 Cases, including the Sale, the Global Settlement Motion and Dismissal Motion, the IRS had not asserted any tax claim or objected to any of the relief sought in the Chapter 11 Cases.
Following that hearing, the Debtors and the Committee engaged with the IRS, and the IRS indicated that it was not supportive of the Global Settlement Stipulation and the Dismissal Motion but, rather was aligned with the Objectors in seeking a conversion of the Chapter 11 Cases.
In light of the observations of the Court at the September 10 hearing and the position of the Objectors and the IRS, the Debtors determined, in consultation with the Committee and the Debtors’ term loan lenders, that conversion is in the best interests of creditors and the
estates.
RELIEF REQUESTED
By this Motion, the Debtors respectfully request entry of the Proposed Order, (a) providing that the conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code shall occur following the filing of the Certification of Counsel; (b) approving procedures related to the filing of final fee applications by professionals; (c) following the filing of the Certification of Counsel, converting each of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, effective as of 12:01 a.m. (prevailing Eastern time) on the Conversion Date, and (d) granting related relief.
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The Proposed Order also provides that the Trust Funding shall be transferred to the Debtors from the Committee’s counsel’s trust account and held by the Debtors, subject to the liens provided for under the Final DIP Order (as defined below), and held pending further order of the Court.
BASIS FOR RELIEF REQUESTED
Conversion is afforded to the Debtors as a matter of right. This is clear from the statute, its legislative history, and the applicable case law interpreting Bankruptcy Code section 1112(a). Section 1112(a) provides that a debtor “may convert a case under [chapter 11] to a case under chapter 7 unless (1) the debtor is not a debtor in possession[,] (2) the case originally was commenced as an involuntary case . . . or (3) the [case was previously converted].” 11 U.S.C. §1112(a). Unless one of those three circumstances is present (none of which are applicable here), a chapter 11 debtor’s right to convert its case to one under chapter 7 is absolute. See H.R. Rep.
No. 95-595, 1st Sess. 405 (1977) (“Subdivision (a) gives the debtor an absolute right to convert a voluntarily commenced chapter 11 case in which the debtor remains in possession to a liquidation case.”).
The majority of courts, including the Bankruptcy Court for the District of Delaware, have held that a debtor’s right to convert its case from chapter 11 to chapter 7 is absolute. In re Constellation Enterprises LLC, Case No. 16-11213 (CSS) Hr’g. Tr. Sept. 27, 2017, at 35:12-15 (“I find and rule that the debtors have an absolute right to convert these cases. Cause does not need to be established, nor are there any exceptions.”); In re Cal Dive International, Inc., Case No.
15-10458 (CSS), Hr’g. Tr. Mar. 8, 2017, at 11:17-18 (“The debtors obviously have a right to convert under the law….”); In reKimrow, Inc., 534 B.R. 219, 223 (Bankr. M.D. Ga. 2015) (finding § 1112(a) “unequivocal[ly]” gives a chapter 11 debtor the right to convert its case to one under
chapter 7); In re Dieckhaus Stationers of King of Prussia Inc., 73 B.R. 969, 971 (Bankr. E.D. Pa.
1987) (“[Section 1112(a)] by its terms gives the debtor an absolute right to convert, unless the case is governed by one of the enumerated exceptions.”); Abbott v.Blackwelder Furniture Co., 33 B.R. 399, 401 (W.D.N.C. 1983) (“Congress provided the Chapter 11 debtor with the absolute right to
accomplish voluntary conversion to a Chapter 7 liquidation without Court approval.”). As such, the Debtors should be permitted to convert the Chapter 11 Cases as a matter of right.
Conversion of the Chapter 11 Cases to cases under chapter 7 at this time is in the best interests of the Debtors’ estates, creditors, and other interested parties. The Debtors believe that confirmation of a chapter 11 plan of liquidation is not feasible because they cannot establish that any potential taxes on the gain arising from the Sale, which would be entitled to administrative expense status, can be satisfied from the minimal proceeds of the remaining unencumbered assets available to administrative expense claimants.
Finally, the Debtors further request that the Court establish a deadline twenty-one (21) days after the Court enters the Proposed Initial Order for professionals to file their final fee applications (the “Final Fee Application Deadline”). This will enable the Debtors’ estates to determine the final amounts owed to professionals for chapter 11 expenses to be paid from the amounts funded into the Closing Escrow Accounts for payment of pre- and post-closing professional fees under Paragraph 47 of the (i) Final Order: (I) Authorizing Debtors to (A) Obtain Postpetition Secured Financing and (B) Utilize Cash Collateral; (II) Granting Liens and Superpriority Administrative Expense Claims; (III) Granting Adequate Protection; (IV) Modifying Automatic Stay; and (V) Granting Related Relief (the “Final DIP Order”) [Docket No. 173]. The Debtors also request that the Court establish the date that is twenty-one (21) days after the Final Fee Application Deadline as the deadline to object to approval of Final Fee Applications and
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schedule a hearing (if necessary) on the Final Fee Applications as soon as convenient following the objection deadline.
NOTICE
Notice of this Motion has been provided to: (a) the United States Trustee; (b) counsel to the ABL Agent and ABL DIP Agent; (c) counsel to the Term Loan Agent and Term Loan DIP Agent; (d) counsel to the Committee; (e) counsel to Lion Americas; (f) the Internal Revenue Service; (g) all parties that have requested notice pursuant to Bankruptcy Rule 2002; and (h) all of the Debtors’ known creditors. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary.
CONCLUSION
WHEREFORE, the Debtors respectfully request entry of the Proposed Order, granting the relief requested herein and such other and further relief as the Court may deem just and appropriate.
Dated: December 29, 2020 Wilmington, Delaware
YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Jared W. Kochenash
Pauline K. Morgan (No. 3650) Ryan M. Bartley (No. 4985) Ashley E. Jacobs (No. 5635) Elizabeth S. Justison (No. 5911) Jared W. Kochenash (No. 6557) Rodney Square
1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 -and- Alan W. Kornberg Kelley A. Cornish Claudia R. Tobler Christopher Hopkins
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Co-Counsel to the Debtors and Debtors in Possession
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
OLD BBP, INC.,et al.,1 Case No. 19-12502 (LSS)
Debtors. (Jointly Administered)
Hearing Date: January 25, 2021 at 10:00 a.m. (ET) Objection Deadline: January 13, 2021 at 4:00 p.m. (ET) NOTICE OF MOTION
TO: (A) THE UNITED STATES TRUSTEE; (B) COUNSEL TO THE ABL AGENT AND ABL
DIP AGENT; (C) COUNSEL TO THE TERM LOAN AGENT AND TERM LOAN DIP AGENT; (D) COUNSEL TO THE COMMITTEE; (E) COUNSEL TO LION AMERICAS; (F) THE INTERNAL REVENUE SERVICE; (G) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO BANKRUPTCY RULE 2002; AND (H) ALL OF THE DEBTORS’ KNOWN CREDITORS
PLEASE TAKE NOTICEthat the above-captioned debtors and debtors in possession (collectively, the “Debtors”) have filed the attachedDebtors’ Motion for Entry of an Order Approving the Conversion of the Debtors’ Chapter 11 Cases to Cases Under Chapter 7 of the Bankruptcy Code and Approving Certain Matters Related Thereto, Including Establishing Procedures Related to Final Fee Applications for these Chapter 11 Cases(the “Motion”).
PLEASE TAKE FURTHER NOTICE that any objections to the Motion must be filed on or before January 13, 2021 at 4:00 p.m. (ET) (the “Objection Deadline”) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 Market Street, Wilmington, Delaware 19801. At the same time, you must serve a copy of any objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline.
PLEASE TAKE FURTHER NOTICETHAT A HEARING ON THE MOTION
WILL BE HELD ON JANUARY 25, 2021 AT 10:00 A.M. (ET)BEFORE THE HONORABLE
LAURIE SELBER SILVERSTEIN IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801.
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Old BBP, Inc. (f/k/a Bumble Bee Parent, Inc.) (5118); Old BBH, Inc. (f/k/a Bumble Bee Holdings, Inc.) (1051); Old BBF, LLC (f/k/a Bumble Bee Foods, LLC) (0146); Old AF, LLC (f/k/a Anova Food, LLC) (2140); and Old BBC Corp. (f/k/a Bumble Bee Capital Corp.) (7816). The mailing address for the above-captioned Debtors is Old BBP, Inc., et al., Attn: Albert Altro, Chief Wind Down Officer, Traverse LLC, 300 Spectrum Center Dr., Suite 400, Irvine, California 92618.
27526440.1
PLEASE TAKE FURTHER NOTICE THAT, IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING.
Dated: December 29, 2020 Wilmington, Delaware
YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Jared W. Kochenash
Pauline K. Morgan (No. 3650) Ryan M. Bartley (No. 4985) Ashley E. Jacobs (No. 5635) Elizabeth S. Justison (No. 5911) Rodney Square
1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 -and-
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Alan W. Kornberg Kelley A. Cornish Claudia R. Tobler Christopher Hopkins
1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990
27096319.9
EXHIBIT A Proposed Initial Order
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
OLD BBP, INC., et al.,1
Debtors.
Chapter 11
Case No. 19-12502 (LSS) (Jointly Administered) Ref. Docket No. ____
ORDER APPROVING PROCEDURES FOR THE CONVERSION OF THE DEBTORS’ CHAPTER 11 CASES TO CASES UNDER CHAPTER 7 OF THE BANKRUPTCY CODE
AND ESTABLISHING PROCEDURES RELATED TO FINAL FEE APPLICATIONS FOR THESE CHAPTER 11 CASES
Upon the motion (the “Motion”)2 of the debtors and debtors in possession in the
above-captioned chapter 11 cases (the “Debtors”), for entry of an order (this “Initial Order”) pursuant to section 1112(a) of the Bankruptcy Code, (a) providing that the conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code shall occur following the filing of the Certification of Counsel confirming that Final Fee Applications (as defined below) have been approved, and (b) following the filing of such Certification of Counsel that Final Fee Applications have been approved, (i) converting each of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, effective as of 12:01 a.m. (prevailing Eastern time) on the first business day after the Conversion Order is entered (the “Conversion Date”), and (ii) approving
procedures related to the filing of final fee applications by professionals; and (c) granting related
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Old BBP, Inc. (f/k/a Bumble Bee Parent, Inc.) (5118); Old BBH, Inc. (f/k/a Bumble Bee Holdings, Inc.) (1051); Old BBF, LLC (f/k/a Bumble Bee Foods, LLC) (0146); Old AF, LLC (f/k/a Anova Food, LLC) (2140); and Old BBC Corp. (f/k/a Bumble Bee Capital Corp.) (7816). The mailing address for the above-captioned Debtors is Old BBP, Inc., et al., Attn: Albert Altro, Chief Wind Down Officer, Traverse LLC, 300 Spectrum Center Dr., Suite 400, Irvine, California 92618.
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relief; and this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided under the circumstances, and it appearing that no other or further notice need be provided; and this Court having determined that the legal 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 herein.
2. Professionals subject to the Order, Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a), and Local Rule 2016-2, Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 156] (the “Compensation Procedures Motion”) shall file final applications for compensation, including, without limitation, fees and expenses that are not the subject of any previous application, and any “holdback” retained in accordance with the Compensation Procedures Motion (collectively, the “Final Fee Applications”) within seven (7) days after the entry of this Initial Order (the “Final Fee
Application Deadline”). Final Fee Applications may include estimates for any work to be performed pending the hearing on the Final Fee Application.
3. Objections, if any, to the Final Fee Applications shall be filed and served by no later than twenty-one (21) days after the Final Fee Application Deadline. To the extent no objections are filed to a given professional’s Final Fee Application, such professional may file a
Certificate of No Objection, and this Court may enter an order approving such fees. To the extent necessary, a hearing on the Final Fee Applications and objections thereto will be held on [__________] [__], 2021 at [__________].
4. To the extent this Court approves a Final Fee Application, all approved amounts owed for professional fees and expenses shall be paid (i) first, from each professional’s retainer to the extent such retainers exist; (ii) next, from the Closing Escrow Accounts (as defined in the Final DIP Order) in accordance with the terms of the Final DIP Order; and (iii) thereafter, from the Debtors’ chapter 7 estates in accordance with the Final DIP Order and the priorities set
forth in section 726(b) of the Bankruptcy Code.
5. Once all Final Fee Applications filed by professionals have been approved on a final basis, the Debtors shall promptly file the Certification of Counsel and shall submit a proposed order (the “Conversion Order”), substantially in the form attached hereto as Exhibit 1,
for entry by this Court.
6. Within five (5) business days of the entry of this Order, the Trust Funding (as defined in that certain Settlement Trust Term Sheet filed at Docket No. 314) shall be transferred to the Debtors from the Committee’s counsel’s trust account and held by the Debtors, subject to the liens provided for under the Final DIP Order, and held by the Debtors and any subsequently appointed chapter 7 trustee for the Debtors pending further order of the Court
7. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Initial Order without further notice or order of this Court.
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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.
EXHIBIT 1
27096319.9
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
OLD BBP, INC., et al.,1
Debtors.
Chapter 11
Case No. 19-12502 (LSS) (Jointly Administered)
Ref. Docket Nos. ____ , ____ & ____ [PROPOSED] ORDER CONVERTING THE DEBTORS’ CHAPTER 11 CASES TO CASES UNDER CHAPTER 7
Upon the motion (the “Motion”)2 of the debtors and debtors in possession in the
above-captioned chapter 11 cases (the “Debtors”), for entry of an order (this “Conversion Order”)
pursuant to section 1112(a) of the Bankruptcy Code, among other things, converting each of the Chapter 11 Cases to cases under chapter 7, effective as of 12:01 a.m. (prevailing Eastern time) on the first business day after this Conversion Order is entered (the “Conversion Date”); and this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided under the circumstances, and it appearing that no other or
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Old BBP, Inc. (f/k/a Bumble Bee Parent, Inc.) (5118); Old BBH, Inc. (f/k/a Bumble Bee Holdings, Inc.) (1051); Old BBF, LLC (f/k/a Bumble Bee Foods, LLC) (0146); Old AF, LLC (f/k/a Anova Food, LLC) (2140); and Old BBC Corp. (f/k/a Bumble Bee Capital Corp.) (7816). The mailing address for the above-captioned Debtors is Old BBP, Inc., et al., Attn: Albert Altro, Chief Wind Down Officer, Traverse LLC, 300 Spectrum Center Dr., Suite 400, Irvine, California 92618.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Motion.
further notice need be provided; and this Court having determined that the legal 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 herein.
2. Effective as of 12:01 a.m. on the Conversion Date, each of the Chapter 11 Cases shall be converted to cases under chapter 7 of the Bankruptcy Code.
3. The Debtors shall:
(a) within seven (7) days of entry of this Order, turn over to the chapter 7 trustee all records and property of the estate under its custody and control as required by Bankruptcy Rule 1019(4);
(b) within fourteen (14) days of entry of this Order, as required by Bankruptcy Rule 1019(5), file a schedule of unpaid debts incurred after the Petition Date and before the conversion date, which schedule shall include the name and address of each creditor holding any such debt; and
(c) within thirty (30) days of entry of this Order, as required by Bankruptcy Rule 1019(5), file and transmit a final report and account to the Office of the United States Trustee.
4. All orders entered by the Court in the Chapter 11 Cases, including the Final DIP Order and the Sale Order, shall remain in full force and effect in the chapter 7 cases and shall be binding on all parties in interest, and nothing in this Order or the conversion of these Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code shall affect or modify the terms of any order of this Court (or documents related thereto) entered during these Chapter 11 Cases, including the Final DIP Order and the Sale Order, and all rights and remedies in connection with such orders shall be preserved in their entirety. For the avoidance of doubt, the chapter 7 trustee appointed to administer the Debtors’ chapter 7 cases shall perform any and all remaining obligations of the
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Debtors under the Sale Order and Asset Purchase Agreement,3 including, but not limited to, actions necessary to effectuate the assignment of trademarks and intellectual property to the Buyer (as defined in the Sale Order).
5. 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.
3 The Asset Purchase Agreement is attached to the Sale Order as Exhibit A.
