chapter 11 lucky’s market parent company, · 2020-06-18 · 73936836.1 in the united states...

73936836.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1

Debtors.

Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Re: Docket No. 805

NOTICE OF FILING OF EXHIBITS TO OBJECTION OF THE DEBTORS TO ATA

FORUM LOUISVILLE, KY, LLC'S APPLICATION FOR ALLOWANCE OF ADMINISTRATIVE CLAIMS UNDER 11 U.S.C. §§ 105, 503(B) AND 365(D)(3)

PLEASE TAKE NOTICE that, on June 17, 2020, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) filed the Objection of the Debtors to ATA

Forum Louisville, KY, LLC's Application for Allowance of Administrative Claims Under 11 U.S.C.

§§ 105, 503(b) and 365(d)(3) [Docket No. 805] (the “Objection”) with the United States

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that attached hereto are exhibits to the Objection.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Farmers Market of Lexington, KY, LLC (3446).

Case 20-10166-JTD Doc 807 Filed 06/18/20 of 2

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Dated: June 18, 2020 Wilmington, Delaware

Respectfully submitted,

POLSINELLI PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 [email protected]

-and-

Liz Boydston (Admitted Pro Hac Vice) 2950 N. Harwood, Suite 2100 Dallas, Texas 75201 Telephone: (214) 661-5557 [email protected] Counsel to the Debtors and Debtors in Possession

Case 20-10166-JTD Doc 807 Filed 06/18/20 of 2

EXHIBIT A

Case 20-10166-JTD Doc 807-1 Filed 06/18/20 Page 1 of 3

73780099.7


In re:

LUCKY’S MARKET PARENT COMPANY, LLC, et al.,1

Debtors.

Chapter 11

Case No. 20-10166 (JTD)

(Jointly Administered)

Re: Docket No.

ORDER DENYING MOTION FOR ALLOWANCE OF ADMINISTRATIVE CLAIM

Upon consideration of the motion of ATA Landlord Louisville KY, LLC (“Landlord”)

for allowance and payment of an administrative claim (the “Motion”), and the Debtors’

objection thereto (the “Objection”); and this Court having jurisdiction over the Motion and

Objection 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

this Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2),

and that the Debtors consent to entry of a final order under Article III of the United States

Constitution; and this Court having found that venue of this proceeding, the Motion, and the

Objection in this District are proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court

having determined that granting the relief requested in the Objection as set forth in this Order is

in the best interests of the above-captioned debtors and debtors in possession (each, a “Debtor”

and collectively, the “Debtors”), their estates, and creditors; and notice of the Objection being

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), Sinoc, Inc. (0723), Lucky’s Farmers Market of Ellisville, LLC (2875), and Lucky’s Market of Lexington, KY, LLC (3446).


2 73780099.7

sufficient under the circumstances; and after due deliberation and sufficient cause appearing

therefor,

IT IS HEREBY AGREED, ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

1. The Objection is sustained and the relief requested therein is granted.

2. The Motion is denied in its entirety.

3. Landlord shall not be entitled to any administrative claim pursuant to Bankruptcy

Code section 503(b).

4. Nothing contained herein shall constitute, nor shall it be deemed to constitute, the

allowance of any claim asserted against the Debtors’ estates.

5. This Court shall retain jurisdiction to hear any disputes arising out of the

implementation of this Order.

Dated: _______________, 2020 Wilmington, Delaware

_________________________________________ THE HONORABLE JOHN T. DORSEY

UNITED STATES BANKRUPTCY JUDGE


EXHIBIT B


EXHIBIT C


73886884.1



Debtors.

Chapter 11 Case No. 20-10166 (JTD) (Jointly Administered) Re: Docket Nos.

DECLARATION OF CHAD RENIER IN SUPPORT OF THE

OBJECTION OF THE DEBTORS TO ATA FORUM LOUISVILLE KY, LLC’S APPLICATION FOR ALLOWANCE OF ADMINISTRATIVE CLAIMS

UNDER 11 U.S.C. §§ 105, 503(b), AND 365(d)(3)

Pursuant to 28 U.S.C. § 1764, Chad Renier, declares as follows under the penalty of

perjury:

1. I am the Chief Executive Officer of Mechanical Removal & Relocation, LLC

(“MR&R”), a company specializing in the removal, relocation, and resale of personal property,

including furniture, fixtures, and equipment (“FF&E”). I have been in the business of the removal,

relocation, and resale of FF&E for 18 years.

2. On approximately 12 separate occasions, I purchased FF&E from Great American,

including purchasing the FF&E from the Debtors’ Jackson, Wyoming store and the Debtors’

Louisville, Kentucky store.


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73886884.1

3. I submit this declaration (this “Declaration”) in support of the Objection of the

Debtors to ATA Forum Louisville KY, LLC’s Application for Allowance of Administrative Claims

under 11 U.S.C. §§ 105, 503(b), and 365(d)(3) (the “Motion”).2

4. On February 4, 2020, I agreed to purchase the Louisville FF&E from the Debtors

for the purchase price of $20,000, evidenced by that certain Invoice #80015, a true and correct

copy of which is attached to the Motion as Exhibit F (the “FF&E Invoice”). The FF&E Invoice

lists the categories of property I purchased.

5. On or about February 6, 2020, I sent a crew for initial review of the Louisville

FF&E to determine the type and number of machinery and tools needed to remove the Louisville

FF&E. A Great American representative, Clarissa Mclean, was present and supervised my crew.

6. Over the next few days, my crew proceeded to package all small appliances and

disassemble equipment that was located behind areas that were inaccessible to the public. Once

the Freon for the refrigeration was pumped out, my crew then proceeded to prepare the

refrigeration cases for removal. On each of these days, Ms. Mclean of Great American was present

and supervised my team.

7. On February 12, 2020, after assessing the progress of the removal preparation, I

ordered two scrap dumpsters and a garbage dumpster and scheduled a crane for removal of the

condenser on the rooftop. As of February 12, 2020, most of the Louisville FF&E was staged for

removal, but none of the Louisville FF&E had been removed.

8. On February 12, 2020, my crew and I arrived at the Louisville Store to commence

removal of the Louisville FF&E. After unloading my forklifts and heavy equipment, Ms. Mclean

informed me that she had received a phone call from Jeremy Hamilton, who introduced himself as

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.


73886884.1

the property manager on behalf of the Landlord. Ms. Mclean also informed me that Mr. Hamilton

had ordered Ms. Mclean to stop any further removal immediately and that he was sending a

representative with the sheriff to stop all removal.

9. A representative of the Landlord came to the Louisville Store with a locksmith to

change the locks. While the Landlord’s representative spoke with Ms. Mclean in person, I spoke

on the phone with Mr. Hamilton.

10. For nearly an hour, the Landlord representative and Mr. Hamilton, by phone, both

asserted that Landlord owned the equipment and that my crew and I were trespassing. Mr.

Hamilton told me that he would send a Landlord representative the next day to oversee me and my

crew as we remove the Louisville FF&E.

11. In an effort to avoid an unnecessary confrontation, Ms. Mclean informed me that

my crew and I would not be able to remove any of the Louisville FF&E until further notice. My

crew and I did not remove any Louisville FF&E that day. Ms. Mclean closed the Louisville Store

for the day and my crew and I left the premises.

12. On February 13, 2020, my crew continued packaging the Louisville FF&E for

removal, but we did not remove any of the Louisville FF&E. From my phone conversation with

Mr. Hamilton the day before, I expected the Landlord representative to arrive at the Louisville, but

the Landlord representative never showed. I had to once again reschedule the arrival of my removal

team, trucks, and the crane.

13. On February 14, 2020, I again expected the Landlord’s representative to arrive.

However, once again, a Landlord representative never showed. Ms. Mclean called Mr. Hamilton,

who informed her that a Landlord representative would not be at the Louisville Store until

sometime on February 18, 2020.


73886884.1

14. As a result, I again had to cancel and reschedule removal of the personalty and

Louisville FF&E, including rescheduling trucks and a crane. I also lost sales on certain of the

Louisville FF&E, including the walk-ins, hoods, the rooftop unit, and the checkout counters.

15. The Landlord refused to send a representative for nearly a week. This substantial

and unreasonable delay was at my expense as I had to reschedule the contractors and machinery

necessary to remove the Louisville FF&E multiple times and pay for lodging and meals for myself

and my crew for the extra days the Landlord refused to show up.

16. Around 6:30 p.m. eastern on February 14, 2020, I received confirmation from the

Debtors and their professionals that I could recommence removal of the personalty and Louisville

FF&E. While there was still a bit of daylight, my crew and I began hauling garbage and scrap

metal to the dumpsters in the parking lot.

17. On February 15, my crew removed kitchen equipment, such as ovens, meat slicers,

scales, a smoker, a coffee grinder, juicers, and other small wares from the Louisville Store and

loaded it into one of the 18-wheelers I rented for the relocation of the Louisville FF&E. My crew

also prepared the rooftop units for the captive air hoods and the condensing unit for removal,

including cutting the refrigeration copper going from the compressors to the cases. My crew split

and scrapped all of the junk cases. My crew hauled several loads to the scrap yard and filled two

scrap dumpsters of shelving and miscellaneous metal.

18. On Monday, February 17, 2020, I had a crane remove the equipment from the roof.

My crew continued to haul scrap to the scrap yard and clean up the Louisville Store.

19. On Tuesday, February 18, 2020, I had planned to complete removal of the

Louisville FF&E but was interrupted by Mr. Hamilton. Mr. Hamilton again demanded that I stop

removal of the Louisville FF&E and threatened to call the police to arrest Ms. Mclean. As a result


73886884.1

of Mr. Hamilton’s threats and demands, I was forced to leave the Louisville Store. Thus, I was

unable to finish cleanup of the Louisville Store.

20. Although I was unable to broom clean the premises due to the Landlord’s hasty

eviction of me and my crew, we did not leave the property damaged.

21. I had two 18-wheelers that were intended to hold the Louisville FF&E. Only one

of the 18-wheelers was close to filled, while the other was nearly empty.

22. In addition to the kitchen equipment detailed above, I was able to remove only the

metro racks, some of the glass door cases, some shelving, stainless tables, stainless sinks, printers,

the evaporation coils, the captive air hoods, and most of the electronics for the checkout system.

23. I was also forced to leave a significant amount of the Louisville FF&E I had

purchased behind, including, but not limited to: (i) the walk-in coolers; (ii) refrigerated cases and

shelving; (iii) pallets of clean radiators; (iv) two hot bars; (v) a pizza warming station; (vi) a

kegerator; (vii) the checkout counters; (viii) most of the POS system, including the control

modules, battery backup, and IT rack; (ix) all of the office equipment; and (x) the air curtains that

keep the air conditioning inside when the store’s doors are continuously opened.

Executed this 17th of day of June, 2020.

/s/ Chad Renier

CEO of Mechanical Removal & Relocation, LLC


EXHIBIT D


73887438.1



Debtors.


DECLARATION OF CLARISSA MCLEAN IN SUPPORT OF THE


UNDER 11 U.S.C. §§ 105, 503(b), AND 365(d)(3)

Pursuant to 28 U.S.C. § 1764, Clarissa Mclean, declares as follows under the penalty of

perjury:

1. I have been a Liquidation Consultant for 6 years. Great American Global Partners,

LLC (“Great American”) was hired by the Debtors to assist with the sale of furniture, fixtures,

and equipment (“FF&E”) for certain of the Debtors’ stores. Great American hired me as an

independent contractor to oversee the sale and removal of the Louisville FF&E. I have worked for

Great American at least 4 times over the past 5 years. In addition to Great American, I have worked

as a Liquidation Consultant for other liquidation companies, including the Tiger Capital Group


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73887438.1

and Liquid Asset Partners, LLC. Over the past 6 years, I have overseen the sale and removal of

FF&E on more than 50 separate occasions.




3. Great American marketed the Debtors’ FF&E online through social media as well

as by cold calling local companies and contacting dealers all over the country.

4. There was only one bulk bid for the Louisville FF&E as most dealers did not want

the Louisville FF&E because of its age and condition. Chad Renier of Mechanical Removal &

Relocation, LLC (the “Buyer”) submitted the sole bid.

5. Buyer agreed to buy the Louisville FF&E for the purchase price of $20,000,

evidenced by that certain Invoice #80015, a true and correct copy of which is attached to the

Motion as Exhibit F (the “FF&E Invoice”).

6. Great American also located buyers for certain of the Louisville FF&E not included

in the FF&E Invoice, which resulted in collective sales of about $5,000.

7. On or about February 6, 2020, the Buyer’s crew arrived at the Louisville Store for

their initial review of the Louisville FF&E. I was present and supervised the Buyer’s team.

8. Over the next few days, the Buyer’s crew proceeded to package all small appliances

and disassemble equipment that was located behind areas that were inaccessible to the public.

Once the Freon for the refrigeration was pumped out, Buyer’s crew then proceeded to prepare the

refrigeration cases for removal. On each of these days, I was present and supervised the Buyer’s

team.



73887438.1

9. On each of February 10, 11, and 12, I unlocked the store and was present and

supervised the Buyer’s team.

10. As of February 12, 2020, none of the Louisville FF&E had been removed.

11. On February 12, 2020, the Buyer arrived at the Louisville Store to commence

removal of the Louisville FF&E. After Buyer unloaded forklifts and heavy equipment, I received

a phone call from Jeremy Hamilton, who introduced himself as the property manager on behalf of

Landlord. Mr. Hamilton inquired as to the progress of the removal of the Louisville FF&E and

ordered me to stop any further removal immediately. Mr. Hamilton also informed me that he was

sending a representative with the sheriff to stop all removal.

12. A representative of the Landlord came to the Louisville Store with a locksmith to

change the locks. For nearly an hour, the Landlord representative and Mr. Hamilton, by phone,

asserted that Landlord owned the equipment and that the Buyer and Great American were

trespassing. In an effort to avoid an unnecessary confrontation, I, after discussing the matter with

my superior Dennis Jenkins, informed Buyer that he would not be able to remove any more of the

Louisville FF&E until further notice. Buyer did not remove any Louisville FF&E that day. I closed

and locked the Louisville Store for the day, and all parties left the premises.

13. I was informed that the Debtors had agreed to postpone removal to permit the

Landlord’s representative to be present during the removal of the Louisville FF&E the next day.

14. On February 13, 2020, Buyer and his crew continued packaging the Louisville

FF&E for removal, but they did not remove any of the Louisville FF&E. I expected the Landlord

representative to arrive at the Louisville Store, but the Landlord representative never showed.

15. On February Friday 14, 2020, I again expected the Landlord’s representative to

arrive. However, once again, a Landlord representative never showed. I called Mr. Hamilton to


73887438.1

inquire as to when the Landlord representative would arrive. Despite having already sent a

representative two days earlier to halt the removal of the Louisville FF&E, Mr. Hamilton

responded that a Landlord representative would not be at the Louisville Store until sometime on

February 18, 2020.

16. I informed my supervisor Dennis Jenkins that the Landlord’s representative would

not arrive until sometime on February 18, 2020. He informed me that he was reaching out to

Debtors’ counsel.

17. Around 6:30 p.m. eastern on February 14, 2020, I received confirmation from

Dennis Jenkins that the Debtors and their professionals authorized the Buyer to commence removal

of the personalty and Louisville FF&E. I informed Buyer.

18. While there was still a bit of daylight, Buyer’s crew began hauling garbage and

scrap metal to the dumpsters in the parking lot.

19. On February 15, 2020, I once again unlocked the store for Buyer and his crew.

Buyer removed kitchen equipment and other small appliances. Buyer and his team prepared the

rooftop units and the condensing unit for removal, including cutting the refrigeration copper going

from the compressors to the cases. Buyer split and scrapped all of the junk cases. Buyer hauled

several loads to the scrap yard and filled two scrap dumpsters of shelving and miscellaneous metal.

20. On Monday, February 17, 2020, Buyer had a crane remove the equipment from the

roof. Buyer continued to haul scrap to the scrap yard and began to clean up the Louisville Store.

21. On Tuesday, February 18, 2020, while Buyer’s crew was continuing to break down

and started to load the Louisville FF&E, Mr. Hamilton arrived at the Louisville Store and

demanded the Buyer stop his removal of the Louisville FF&E. Mr. Hamilton threatened to call the

police to arrest me.


73887438.1

22. As a result of Mr. Hamilton’s threats and demands, I was forced to leave the

Louisville Store. Buyer and his crew were forced out of the store as well. Buyer was unable to load

most of the FF&E, and he was unable to finish the cleanup of the Louisville Store.


/s/ Clarissa McLean Liquidation Consultant


EXHIBIT E


EXHIBIT F


12LOU

LOUISVILLE KY

80015

INVOICE

BUYER CHAD RENIER SALES DATE 2/4/2020 PICK UP DATE TBD

COMPANY MECHANICAL REMOVAL & RELOCATION LLC

ADDRESS N3069 N 9TH RD PHONE # 920-737-8450 E-MAIL ADDRESS [email protected]

CITY COLEMAN

STATE WI FAX#

ZIP CODE 54112 TAX EXEMPT #

CASH CHECK CREDIT X WIRE DATE OF WIRE

TERMS

QTY ITEM PRICE TOTAL

1 20,000.00$

5,000.00$

TOTAL 20,000.00$

BUYERS PREMIUM -$

SUB TOTAL 20,000.00$

SALES TAX -$

RESALE CERTIFICATE SIGNATURE ______________________ DEPOSIT -$

DATE AUTHORIZED________________________ BALANCE 20,000.00$

HANDHELD COMPUTERS, TABLET COMPUTERS, LAPTOP COMPUTERS,

Customer copy ALL SALES FINAL

Great American Global Partners

26635 Agoura Rd, Suite 215

ALL REMOVAL MUST BE DONE IN A PROFESSIONAL WORKMAN LIKE MANNER, NO

DEMOLITION, FACILITY MUST BE LEFT BROOM CLEAN WITH ALL TRASH REMOVED.

ALL CONTRACTORS MUST PROVIDE PROOF OF LIABILITY INSURANCE BEFORE ANY

WORK BEGINS FOR ELECTRICAL, PLUMBING, MAJOR MECHANICAL, AND REFRIGERATION.

FIRE ALARMS, BURGLER ALARMS, DOORS, WALLS, CEILINGS, ROOFS, WINDOWS,

ELECTRICAL TRANSFORMERS, ELECTRICAL BOXES, BATHROOM FIXTURES,

BUILT IN KITCHEN CABINETS, BUILT IN WORK STATIONS, LIGHTING CONTROLERS,

BACK UP ELECTRICAL GENERATORS, TRANSFER SWITCHES AND ASSOCIATED CONTROLERS

FORKLIFTS/ORDER PICKERS (IF IDENTIFIED AS LEASED),

REFRIGERATION RACKS AND COMPRESSORS (FREON TO BE REMOVED BY LUCKY'S

NOT INCLUDED BUT NOT LIMITED TO:

OUTDOOR SIGNAGE, LIGHT FIXTURES, DISHWASHERS (LEASED), PRINTERS (LEASED),

ALL LEASEHOLD IMPROVEMENTS INCLUDING BUT NOT LIMITED TO:

A/C UNITS, PLUMBING, LIGHTING, FLOORING, FIRE SUPRESSION/SPRINKLER SYSTEMS,

BEFORE DISMANTLING).

ALL ITEMS MUST BE REMOVED BY 2-29-2020, UNLESS A LETTER FROM THE LANDLORD IS

PROVIDED STATING THAT ALL FF&E MAY REMAIN ON THE PREMESIS.

ALL ITEMS ARE SOLD AS IS WHERE IS, NO WARRANTIES EXPRESSED OR IMPLIED. REMOVAL IS THE BUYERS RESPONSIBILITY.

STORE#

STORE LOCATION

INVOICE # Calabasas, CA 91302

FF&E FROM LUCKY'S MARKET AT:

200 N HURSTBOURNE PKWY

LOUISVILLE, KY 40222

TERMS: 25% DUE ON RECEIPT, BALANCE DUE ON 2/7/2020

ALL REMOVABLE FF&E TO INCLUDE BUT NOT LIMITED TO:

ALL FF&E LOCATED INSIDE THE FACILITY, KITCHEN, BAKERY, SHOPPING CARTS,

DELI EQUIPMENT, REFRIGERATION EQUIPMENT, BALER, COMPACTOR,

POS SYSTEM, NETWORK EQUIPMENT, SERVER EQUIPMENT, DESKTOP COMPUTERS,

GONDOLA SHELVING, BUTCHER EQUIPMENT, CAFÉ EQUIPMENT, WALK IN COOLERS,

All items are sold “as-is”, with no warranties or guaranties, expressed or implied. Buyer is required to remove any item purchased hereunder and assumes any and all risks and

responsibilities associated with such removal, including , without limitation, the responsibility for providing licensed and bonded professionals to ensure proper water, gas and or/or

power disconnection, and full financial responsibility for any damage or liability to person or property resulting from any negligent act or omission of Buyer or any of Buyer’s

employees, agents, or representatives during pickup or removal. Buyer is solely responsible to provide any personnel, equipment or materials needed to pickup and remove all

purchased items, and in the event any item purchased contains hazardous materials, (e.g. Freon, etc.) Buyer shall provide evidence that Buyer or its representatives are licensed for

such removal and shall comply with all applicable local, state and federal rules, laws and regulations applicable thereto. Absolutely no al lowances are made for claims or shortages

once items have left the premises. Buyer may not abandon items purchased by Buyer and in the event Buyer does not remove the purchased assets in the manner and timeframe

indicated herein, Buyer shall be obligated to pay damages to Seller in the amount of $300 / day unless otherwise agreed.

BUYER HAS READ AND AGREES TO THESE AND ALL OTHER TERMS SET FORTH AS AN EXPRESSED CONDITION OF SALE.

Signed Date

I hereby certify that I am engaged in the business of selling ;

that the tangible personal property described therein which I hereby purchase from

Will be resold by me in the form of tangible persona property, provided, however, that in the event any such property is used for any purpose other than retention, demonstration, or

display while holding it for sale in the regular course of business. It is understood that I am required by State Sales and Use Tax Laws to report to and pay over to the appropriate

governmental authority, which tax is measured by the purchase of price of such property.

12LOU000052

12LOU000052


EXHIBIT G


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EXHIBIT A


Served 1/28/2020Lucky's Market Parent Company, LLC, et al. - Service List to e-mail Recipients

5 STAR REFRIGERATION & AIR CONDITIONING [email protected]

7978 ASSOCIATES [email protected]

BALLARD SPAHR LLPLESLIE [email protected]

BALLARD SPAHR LPLAUREL [email protected]

BENDERSON [email protected]

BENDERSON PROPERTIES [email protected]

[email protected]

BRNK BRADENTON [email protected]

BUNZL HOLDINGS, [email protected]

CAITO FOODS [email protected]

CAPTIVEAIRE SYSTEMS [email protected]

CARDLYTICS [email protected]

CHARLIES [email protected]

CONIS DEVELOPMENT [email protected]

CONIS [email protected]

CROSSET COMPANY [email protected]

DANIA LIVE [email protected]

DANIA LIVE 1748, [email protected]



DIXIT PROPERTIES [email protected]

GLADES 95TH LLCBRIAN [email protected]

GLADES 95TH [email protected]

GLOBAL AXIOM, [email protected]

GOURMET FOODS [email protected]

GUNBARREL PROPERTIES [email protected]

HALIFAX ASSOCIATES [email protected]

HARVEST MEAT COMPANY [email protected]

HAWKINS [email protected]

HORN INVESTMENT [email protected]

HUSSMANN [email protected]

J RAYMOND CONSTRUCTION [email protected]

JDA SOFTWARE [email protected]

KIMCO-PETERS CO [email protected]

KPS GLOBAL [email protected]

MONZACK MERSKY MCLAUGHHLIN & BROWDER, P.ABRIAN J. [email protected]

MONZACK MERSKY MCLAUGHHLIN & BROWDER, P.A.RACHEL B. [email protected]

NEELANDS USA [email protected]

NEPTUNE BEACH FL REALTY [email protected]

NORTH DIXIE CENTER [email protected]

OFFICE OF THE ATTORNEY [email protected]





Page 1 of 2


Served 1/28/2020Lucky's Market Parent Company, LLC, et al. - Service List to e-mail Recipients







OFFICE OF THE ATTORNEY GENERAL [email protected]

OFFICE OF THE U.S. TRUSTEETIMOTHY J [email protected]

PINELOCH CENTER STREET [email protected]

PINELOCH CENTER STREET [email protected]

POLSINELLI, PCCHRIS [email protected]

QUADRANT WHEAT RIDGE [email protected]

REALTY INCOME PROPERTIES [email protected]

RICHARDS, LAYTON & FINGER, P.A.BRETT M. [email protected]

RICHARDS, LAYTON & FINGER, P.A.ZACHARY I. [email protected]

RIVER BAY PLAZA BH [email protected]

RIVER BAY PLAZA BH [email protected]

SB-VETS-1MICHAEL J. [email protected]

SCHMID [email protected]

SEASONS-4 [email protected]

SHERWOOD FOOD [email protected]

SIESTA RETAIL [email protected]

SNYDER CONSTRUCTION [email protected]

TALLAHASSEE WEST TENNESSEE [email protected]

TRUNO RETAIL TECHNOLOGY [email protected]

[email protected]

UNITED STATES ATTORNEY'S [email protected]

WASHINGTON PRIME [email protected]

WEIL, GOTSHAL & MANGES LLPGARRET A. [email protected]

WEIL, GOTSHAL & MANGES LLPMOSHE A. [email protected]

WEINGARTEN REALTY [email protected]

WOOLBRIGHT WEKIVA [email protected]

Parties Served: 77

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EXHIBIT B


Served 1/28/2020Lucky's Market Parent Company, LLC, et al. - U.S. Mail

1916 LLCPRESIDENT/LEGAL DEPARTMENT1375 WALNUTBOULDER CO 80302

425SC, LLCPRESIDENT/LEGAL DEPARTMENT2725 ROCKY MOUNTAIN AVE 200DENVER CO 80538

5 STAR REFRIGERATION & AIR CONDITIONING INCATTN: JOSEPH E MATTHEWS23091 CORTEZ BLVDBROOKSVILLE, FL 34601

7978 ASSOCIATES VII, LLC (BENDERSON)PRESIDENT/LEGAL DEPARTMENT7978 COOPER CREEK BLVDUNIVERSITY PARK FL 34201

ALACHUA COUNTY SHERIFF'S OFFICELEGAL DEPARTMENT2621 SEAST HAWTHORNE RDGAINESVILLE FL 32641

ALACHUA COUNTY TAX COLLECTORLEGAL DEPARTMENT12 SE 1ST STCOUNTY ADMIN BUILDINGGAINESVILLE FL 32601

AMERICAN REALTY CAPITALPRESIDENT/LEGAL DEPARTMENT405 PARK AVENUE, 14TH FLOORRE: ARC CLORLFL001NEW YORK NY 10022

AMERICAN ZURICH INSURANCE COMPANY1299 ZURICH WAYSCHAUMBURG, IL 60196-1056

ARGONAUT GREAT CENTRAL INSURANCE COMPAN225 W WASHIGNTON ST, 24TH FLCHICAGO, IL 60606

ARGONAUT INSURANCE COMPANY225 W WASHIGNTON ST, 24TH FLCHICAGO, IL 60606

ATA FORUM LOUISVILLE KY LLCPRESIDENT/LEGAL DEPARTMENT2720 E CAMELBACK RDPHOENIX AZ 85016

BAY COUNTY TAX COLLECTORLEGAL DEPARTMENT850 W 11TH STPANAMA CITY FL 32401

BBIF SUBSIDIARY CDE 3, LLCC/O BLACK BUSINESS INVESTMENT FUND, INCATTN: INEZ LONG301 E PINE ST, STE 175ORLANDO, FL 32801

BEAZLEY GROUP30 BATTERSON PARK RDFARMINGTON, CT 06032

BENDERSON PROPERTIES, INC & DONALD ROBINSDONALD ROBINSON7978 COOPER CREEK BLVDSUITE 100UNIVERSITY PARK FL 34201

BENDERSON PROPERTIES, INC WR-I ASSOCIATES LTDPRESIDENT/LEGAL DEPARTMENT7978 COOPER CREEK BLVDUNIVERSITY PARK FL 34201

BLACKFOX PARKWAY ASSOCIATES LLCPRESIDENT/LEGAL DEPARTMENT825 DELAWARE AVELONGMONT CO 80501

BLUESOHOC/O QUAD/GRAPHICS, INCATTN: DAVE HONANN61 W23044 HARRYS WAYSUSSEX, WI 53089

BOONE COUNTY COLLECTOR OF REVENUELEGAL DEPARTMENT801 E WALNUT ST, STE 118COLUMBIA MO 65201

BOULDER COUNTY PUBLIC HEALTHFOOD SAFETY PROGRAM3450 BROADWAYBOULDER CO 80304-1899

BOULDER COUNTY TREASURERLEGAL DEPARTMENT1325 PEARL ST, STE 5BOULDER CO 80302

BRE MARINER HUNTERS CREEK, LLCPRESIDENT/LEGAL DEPARTMENT450 LEXINGTON AVEFLOOR 13NEW YORK NY 10017

BREVARD COUNTY TAX COLLECTORLEGAL DEPARTMENT400 S ST, 6TH FLTITUSVILLE FL 32780

BRNK BRADENTON LLCPRESIDENT/LEGAL DEPARTMENT11611 SAN VICENTE BLVDLOS ANGELES CA 90049

BROWARD COUNTY TAX COLLECTORLEGAL DEPARTMENT1800 NW 66TH AVE, STE 101FORT LAUDERDALE FL 33313

BUFFALO RIDGE CENTER SOUTH LLCPRESIDENT/LEGAL DEPARTMENT21 E LONG LAKE RDBLOOMFIELD HILLS MI 48304

BUNZL HOLDINGS, INC.ATTN: JIM MCCOOL1 CITYPLACE DR, STE 200ST. LOUIS, MO 63141

CAITO FOODS SERVICEATTN: DAVE COCHRAN3120 N POST RDINDIANAPOLIS, IN 46226

CAPTIVEAIRE SYSTEMS INCATTN: BOB LUDDY4641 PARAGON PARK RDRALEIGH, NC 27616

CARDLYTICS INCATTN: SCOTT GRIMES675 PONCE DE LEON AVE NE, STE 6000ATLANTA, GA 30308

CASTO SEAST REALTY SERVICES LLCPRESIDENT/LEGAL DEPARTMENT5391 LAKEWOOD RANCH BLVD., SUITE 100RE: LUCAS CLERMONT LIMITED PARTNERSHIPSARASOTA FL 34240

CHARLIES PRODUCEATTN: DWAYNE WILSON4103 2ND AVE SSEATTLE, WA 98134

CHARTER TOWNSHIP OF GARFIELDLEGAL DEPARTMENT3848 VETERANS DRTRAVERSE CITY MI 49684

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CHATAM COUNTYLEGAL DEPARTMENT222 W OGLETHORPE AVE, STE 107SAVANNAH GA 31401

CITY AND COUNTY OF DENVERLEGAL DEPARTMENT201 W COLFAX AVEDENVER CO 80202

CITY OF ANN ARBORLEGAL DEPARTMENT301 E HURON STFIFTH FLANN ARBOR MI 48104

CITY OF BILLINGSLEGAL DEPARTMENT210 N 27TH STBILLINGS MT 59101

CITY OF BOULDERLEGAL DEPARTMENT1777 BROADWAYBOULDER CO 80302

CITY OF CLERMONT FLORIDALEGAL DEPARTMENTBUSINESSTAX685 W MONTROSE STCLERMONT FL 34711

CITY OF CLEVELANDLEGAL DEPARTMENT601 LAKESIDE AVEROOM 127CLEVELAND OH 44114-1085

CITY OF COLUMBIALEGAL DEPARTMENT701 E BROADWAY, FIFTH FLCOLUMBIA MO 65201

CITY OF COLUMBUSLEGAL DEPARTMENT77 N FRONT STCOLUMBUS OH 43215

CITY OF CORAL SPRINGSLEGAL DEPARTMENT9500 W SAMPLE RDCORAL SPRINGS FL 33065

CITY OF FORT COLLINSLEGAL DEPARTMENT215 N MASON STFORT COLLINS CO 80524

CITY OF GAINESVILLELEGAL DEPARTMENT200 E UNIVERSITY AVEGAINESVILLE FL 32601

CITY OF LONGMONTLEGAL DEPARTMENT350 KIMBARK STLONGMONT CO 80501

CITY OF LOUISVILLELEGAL DEPARTMENT617 W JEFFERSON STLOUISVILLE KY 40202

CITY OF LYNDONLEGAL DEPARTMENT515 WOOD RDLYNDON KY 40222

CITY OF NEPTUNE BEACH FLORIDALEGAL DEPARTMENT116 1ST STNEPTUNE BEACH FL 32266

CITY OF OAKLAND PARK FLORIDALEGAL DEPARTMENT5399 N DIXIE HWY, STE 3OAKLAND PARK FL 33334

CITY OF ORLANDOLEGAL DEPARTMENTCASHIERS OFFICE400 S ORANGE AVE, 1ST FLORLANDO FL 32802

CITY OF ORMOND BEACHLEGAL DEPARTMENT22 S BEACH STP.O. BOX 277ORMOND BEACH FL 32175

CITY OF ORMOND BEACHLEGAL DEPARTMENTP.O. BOX 217OMOND BEACH FL 32175-0217

CITY OF PANAMA CITYLEGAL DEPARTMENTCITY HALL501 HARRISON AVEPANAMA CITY FL 32401

CITY OF PLANTATIONLEGAL DEPARTMENT400 NW 73RD AVEPLANTATION FL 33317

CITY OF PLANTATION FLLEGAL DEPARTMENTUTILITIES DEPTP.O. BOX 31132TAMPA FL 33631-3132

CITY OF ROCK HILL MISSOURILEGAL DEPARTMENTBUSINESS LICENSE APPLICATION320 W THORNTON AVEROCK HILL MO 63119

CITY OF SARASOTALEGAL DEPARTMENT1761 12TH STSARASOTA FL 34236

CITY OF SAVANNAHLEGAL DEPARTMENT2 E BAY STP.O. BOX 1027SAVANNAH GA 31401

CITY OF SAVANNAHLEGAL DEPARTMENT305 FAHM STP.O. BOX 1228SAVANNAH GA 31402

CITY OF SPRINGFIELDLEGAL DEPARTMENT840 BOONVILLE AVE, 1ST FLSPRINGFIELD MO 65802

CITY OF ST PETERSBURGLEGAL DEPARTMENT325 CENTRAL AVEST. PETERSBURG FL 33701

CITY OF ST PETERSBURGLEGAL DEPARTMENTCENTRAL CASHIERSP.O. BOX 2842ST PETERSBURG FL 33731

CITY OF ST PETERSBURGLEGAL DEPARTMENTP.O. BOX 33034ST PETERSBURG FL 33733-3034

CITY OF WEST MELBOURNE FLORIDALEGAL DEPARTMENT2240 MINTON RDWEST MELBOURNE FL 32904

CITY OF WHEAT RIDGELEGAL DEPARTMENT7500 W 29TH AVEWHEAT RIDGE CO 80033

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COLLIER COUNTYLEGAL DEPARTMENTCOUNTY COURT HOUSE3291 TAMIAMI TRAIL ENAPLES FL 34112

COLORADO DEPARTMENT OF AGRICULTURELEGAL DEPARTMENTINSPECTION AND CONSUMER SERVICES DIV305 INTERLOCKEN PKWYBROOMFIELD CO 80021

COLORADO DEPARTMENT OF REVENUELEGAL DEPARTMENT1375 SHERMAN STDENVER CO 80203

COLUMBUS CITY TREASURERLEGAL DEPARTMENT4252 GROVES RDCOLUMBUS OH 43232

COLUMBUS PUBLIC HEALTH DEPARTMENTLEGAL DEPARTMENT240 PARSONS AVECOLUMBUS OH 43215

COMMONWEALTH OF KENTUCKYLEGAL DEPARTMENTDEPARTMENT OF ALCOHOLIC BEVERAGE CONTRO1003 TWILIGHT TRAILFRANKFORT KY 40601-8400

CONIS DEVELOPMENT COPRESIDENT/LEGAL DEPARTMENT2285 FOREST AVEBOULDER CO 80304

CONIS DEVELOPMENT COPRESIDENT/LEGAL DEPARTMENT2885 FOREST AVEBOULDER CO 80304

CONIS INCPRESIDENT/LEGAL DEPARTMENT3990 BROADWAYBOULDER CO 80304

CORE SYCAMORE TOWN CENTER LLCPRESIDENT/LEGAL DEPARTMENT1600 SYCAMORE STIOWA CITY IA 52240

CREIGHTON CONSTRUCTION MANAGEMENTATTN: M DAN CREIGHTON900 SW PINE ISLAND RD, STE 202CAPE CORAL, FL 33991

CROSSET COMPANY LLCATTN: GREG KURKJIAN10295 TOEBBEN DRINDEPENDENCE, KY 41051

DALE COMPANY LLCPRESIDENT/LEGAL DEPARTMENT8902 N DALE MABRY HWYTAMPA FL 33614

DANIA LIVE 1748, LLCC/O KIMCO REALTY CORPORATIONATTN: GARY BAZYDLO500 N BROADWAY, STE 201JERICHO, NY 11753

DANIA LIVE 1748, LLCC/O KIMCO REALTY CORPORATIONATTN: KARAN OSTERHOUT6060 PIEDMONT ROW DR S, STE 200CHARLOTTE, NC 28287

DANIA LIVE 1748, LLCPRESIDENT/LEGAL DEPARTMENT500 N BROADWAY, SUITE 201PO BOX 9010JERICHO NY 11753

DDR KM SHOPPING CENTER LLCPRESIDENT/LEGAL DEPARTMENT330 ENTERPRISE PKWYBEACHWOOD OH 44122

DDRTC CYPRESS TRACE LLCPRESIDENT/LEGAL DEPARTMENT3300 ENTERPRISE PKWYBEACHWOOD OH 44122

DELAWARE SECRETARY OF STATELEGAL DEPARTMENT401 FEDERAL ST, STE 4DOVER DE 19901

DIXIT PROPERTIES LLCPRESIDENT/LEGAL DEPARTMENT5300 W CYPRESS STTAMPA FL 33607

DUVAL COUNTY TAX COLLECTORLEGAL DEPARTMENT231 E FORSYTH STJACKSONVILLE FL 32202

EBP 2800 NORTH HIGH LLCPRESIDENT/LEGAL DEPARTMENT4300 E 5TH AVEPO BOX 24550COLUMBUS OH 43219

FAYETTE COUNTY, KENTUCKYLEGAL DEPARTMENT200 E MAIN STLEXINGTON KY 40507

FLORIDA DEPARTMENT OF REVENUELEGAL DEPARTMENT5050 W TENNESSEE STTALLAHASSEE FL 32399-0100

FLORIDA DEPARTMENT OF STATELEGAL DEPARTMENTCLIFTON BLDG, FICTITIOUS NAME REGISTATION2661 EXEC CENTER CIRTALLAHASSEE FL 32301

FLORIDA DEPT OF AGRICULTURE AND CONSUMER SELEGAL DEPARTMENTREVENUE PROCESSING SECTION407 S CALHOUN ST, RM 131TALLAHASSEE FL 32399-0800

FLORIDA DEPT OF BUSINESS AND PROFESSIONAL LEGAL DEPARTMENTDIVISION OF ALCOHOLIC BEVERAGES AND TOBACC2601 BLAIR STONE RDTALLAHASSEE FL 32399-1023

FLORIDA FISH & WILDLIFE CONSERVATION COMMISSILEGAL DEPARTMENTOFFICE OF LICENSING AND PERMITTINGP.O. BOX 6150TALLAHASSEE FL 32314-6150

FORT COLLINS DEPARTMENT OF REVENUELEGAL DEPARTMENT215 N MASON STFORT COLLINS CO 80524

GBT REALTY CORPPRESIDENT/LEGAL DEPARTMENT9010 OVERLOOK BLVDRE: TAMIAMI INVESTMENT PARTNERSBRENTWOOD TN 37207

GEORGIA DEPARTMENT OF AGRICULTURELEGAL DEPARTMENTP.O. BOX 742612ATLANTA GA 30374-2612

GEORGIA DEPARTMENT OF REVENUELEGAL DEPARTMENT1800 CENTURY BLVD NEASTATLANTA GA 30345

GLADES 95TH LLCC/O SCHMIER PROPERTY GROUP, INCATTN: BRIAN SCHMIER2200 BUTTS RD, STE 300BOCA RATON, FL 33431

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GLENSTONE MARKETPLACE LLCPRESIDENT/LEGAL DEPARTMENTP.O. BOX 39709 HWY 28 WBELLE MO 65013

GLL REAL ESTATE PARTNERSBRANDON BENSON200 S ORANGE AVE., SUITE 137RE: GLL SELECTION II FLORIDA LPORLANDO FL 32801

GLOBAL AXIOM, INC.ATTN: TIM YOST295 LAFAYETTE ST, STE 700NEW YORK, NY 10012

GOURMET FOODS INTERNATIONALATTN: BRIAN SCOTT255 TED TURNER DR SWATLANTA, GA 30303

GREAT AMERICAN INSURANCE COMPANY301 E 4TH ST, 24TH FLCINCINNATI, OH 45202

GREENE COUNTY COLLECTOR OF REVENUELEGAL DEPARTMENT940 N BOONVILLE AVESPRINIGFIELD MO 65802

GRIFFIN FARM AT MIDTOWN II, LLCPRESIDENT/LEGAL DEPARTMENT7490 VIA DELLAGIO WAYORLANDO FL 32819

GUNBARREL PROPERTIES LLCPRESIDENT/LEGAL DEPARTMENT864 W S BOULDER RDLOUISVILLE CO 80027

HALIFAX ASSOCIATES LLCPRESIDENT/LEGAL DEPARTMENT3948 3RD ST S, 311JACKSONVILLE BEACH FL 32250

HALPERNS STEAK & GARYS SEAFOODATTN: RAY HICKS4685 WELCOME ALL RDATLANTA, GA 30349

HARVEST MEAT COMPANY INCATTN: JAY LEAVY1022 BAY MARINA DR, STE 106NATIONAL CITY, CA 91950

HAWKINS CONSTRUCTIONATTN: JOHN MCCAUGHERTY1430 L AND R INDUSTRIAL BLVDTARPON SPRINGS, FL 34689

HORN INVESTMENT COPRESIDENT/LEGAL DEPARTMENTPO BOX 2806JACKSON WY 83001

HUSSMANN CORPORATIONATTN: CATHEY HAIGH12999 SAINT CHARLES ROCK RDBRIDGETON, MO 63044

INDIANA DEPARTMENT OF REVENUELEGAL DEPARTMENT100 N SENATE AVEINDIANAPOLIS IN 46204

INDIANA SECRETARY OF THE STATELEGAL DEPARTMENT200 W WASHINGTON ST, RM 201INDIANAPOLIS IN 46204

INTERNAL REVENUE SERVICECENTRALIZED INSOLVENCY OPERATIONP.O. BOX 7346PHILADELPHIA, PA 19101-7346

INTERNAL REVENUE SERVICELEGAL DEPARTMENTINTERNAL REVENUE SERVICEOGDEN UT 84201-0009

IOWA DEPARTMENT OF REVENUELEGAL DEPARTMENT1305 E WALNUT ST, 4TH FLDES MOINES IA 50319

IRT PARTNERS L.P.PRESIDENT/LEGAL DEPARTMENT1 INDEPENDENT DRJACKSONVILLE FL 32202

J C LEWIS INVESTMENT COMPANY LLCPRESIDENT/LEGAL DEPARTMENT9505 ABERCORN STSAVANNAH GA 31406

J RAYMOND CONSTRUCTION CORPATTN: TOM BORGIA465 W WARREN AVELONGWOOD, FL 32750

JDA SOFTWARE INCATTN: GIRISH RISHI15059 NORTH SCOTTSDALE, STE 400SCOTTSDALE, AZ 85254

JEFFERSON COUNTYLEGAL DEPARTMENT100 JEFFERSON COUNTY PKWYGOLDEN CO 80419

JEFFERSON COUNTYLEGAL DEPARTMENT531 COURT PL, SUITE 604LOUISVILLE KY 40202

KENTUCKY DEPARTMENT OF REVENUELEGAL DEPARTMENT501 HIGH STFRANKFORT KY 40601

KENTUCKY DEPARTMENT OF REVENUELEGAL DEPARTMENTSTATION 67P.O. BOX 181FRANKFORT KY 40602-0181

KENTUCKY DEPT OF AGRICULTURELEGAL DEPARTMENTDIVISION OF REGULATION AND INSPECTION107 CORPORATE DRFRANKFORT KY 40601

KENTUCKY SECRETARY OF THE STATELEGAL DEPARTMENT700 CAPITAL AVE 152FRANKFORT KY 40601

KENTUCKY STATE TREASURERLEGAL DEPARTMENT1050 US-127, STE 100FRANKFORT KY 40601

KIMCO-PETERS CO LTDPRESIDENT/LEGAL DEPARTMENT500 N BROADWAY, SUITE 201PO BOX 9010JERICHO NY 11753

KOSOY KENDALL ASSOCIATES, LLCPRESIDENT/LEGAL DEPARTMENT302 DATURA STWEST PALM BEACH FL 33401

KPS GLOBAL LLCATTN: MIKE EAKINS4201 N BEACH STFORT WORTH, TX 76137

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LAKE COUNTY FLORIDALEGAL DEPARTMENT320 W MAIN STTAVARES FL 32778

LARIMER COUNTYLEGAL DEPARTMENT200 W OAK STFORT COLLINS CO 80521

LARIMER COUNTY DEPARTMENT OF HEALTH AND ELEGAL DEPARTMENT1525 BLUE SPRUCE DRFORT COLLINS CO 80524

LEON COUNTY TAX COLLECTORLEGAL DEPARTMENTP.O. BOX 1835TALLAHASSEE FL 32302

LEXINGTON-FAYETTE URBAN COUNTY GOVERNMENTLEGAL DEPARTMENT200 E MAIN STLEXINGTON KY 40507

LLOYD'S UNDERWRITER SYNDICATE NO. AFB 2623ONE LIME STLONDON, EC3M 7HAUNITED KINGDOM

LOUISVILLE KENTUCKY METRO REVENUE COMMISSIOLEGAL DEPARTMENTP.O. BOX 35410LOUISVILLE KY 40232-5410

LOUISVILLE METRO OMB/HEALTH BILLINGLEGAL DEPARTMENTP.O. BOX 34277LOUISVILLE KY 40232-4277

MARKET AT MCKNIGHT I LLCPRESIDENT/LEGAL DEPARTMENT20 ALLEN AVEWEBSTER GROVES MO 63119

MICHIGAN DEPARTMENT OF AGRICULTURELEGAL DEPARTMENT525 W ALLEGAN STLANSING MI 48933

MICHIGAN DEPARTMENT OF TREASURYLEGAL DEPARTMENT701 S ELMWOOD AVETRAVERSE CITY MI 49684

MISSOULA COUNTYLEGAL DEPARTMENT200 W BROADWAYMISSOULA MT 59802

MISSOURI DEPARTMENT OF AGRICULTURELEGAL DEPARTMENTWEIGHTS MEASURES AND CONSUMER PROTECTIONP.O. BOX 630JEFFERSON CITY MO 65102

MISSOURI DEPARTMENT OF REVENUELEGAL DEPARTMENT149 PARK CENTRAL SQUARESPRINIGFIELD MO 65806

MISSOURI DEPARTMENT OF REVENUELEGAL DEPARTMENTHARRY S TRUMAN STATE OFFICE BUILDING301 W HIGH STJEFFERSON MO 65101

MISSOURI DIRECTOR OF REVENUELEGAL DEPARTMENT1738 E ELM STLOWER LEVEL EJEFFERSON CITY MO 65101

MONROE COUNTYLEGAL DEPARTMENT501 N MORTON ST, SUITE 220BBLOOMINGTON IN 47404

MONTANA DEPARTMENT OF REVENUELEGAL DEPARTMENT125 N ROBERTS STHELENA MT 59601

MONTANA SECRETARY OF STATELEGAL DEPARTMENTMONTANA CAPITOL BUILDING, RM 206P.O. BOX 202801HELENA MT 59620-2801

NAPLES COMMERCIAL MANAGEMENT LLCPRESIDENT/LEGAL DEPARTMENT8902 N DALE MABRY HWYTAMPA FL 33614

NEELANDS USA LTDATTN: NOEL NEELANDS1775 EXECUTIVE RD, SWINTER HAVEN, FL 33884

NEPTUNE BEACH FL REALTY LLCPRESIDENT/LEGAL DEPARTMENT295 MADISON AVE - 37TH FLNEW YORK NY 10017

NEW HAMPSHIRE SECRETARY OF THE STATELEGAL DEPARTMENT107 N MAIN STCONCORD NH 03301-4989

NEW WINDSOR NAPES LLCPRESIDENT/LEGAL DEPARTMENT8902 N DALE MABRY HWYTAMPA FL 33614

NIKKO ENTERPRISE CORPORATIONATTN: SARAH MYINT13168 SANDOVAL STSANTE FE SPRINGS, CA 90670

NORTH DIXIE CENTER LLCPRESIDENT/LEGAL DEPARTMENT123 NW 13TH STBOCA RATON FL 33432

OFFICE OF THE ATTORNEY GENERAL2005 N CENTRAL AVEPHOENIX, AZ 85004

OFFICE OF THE ATTORNEY GENERAL30 E BROAD ST, 14TH FLCOLUMBUS, OH 43215

OFFICE OF THE ATTORNEY GENERAL33 CAPITOL STCONCORD, NH 03301

OFFICE OF THE ATTORNEY GENERAL40 CAPITOL SQ SWATLANTA, GA 30334

OFFICE OF THE ATTORNEY GENERAL408 GALISTEO STVILLAGRA BLDGSANTA FE, NM 87501

OFFICE OF THE ATTORNEY GENERAL525 W OTTAWA STP.O. BOX 30212LANSING, MI 48909

OFFICE OF THE ATTORNEY GENERAL6 STATE HOUSE STATIONAUGUSTA, ME 04333

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OFFICE OF THE ATTORNEY GENERAL700 CAPITOL AVE, STE 118FRANKFORT, KY 40601

OFFICE OF THE ATTORNEY GENERAL9001 MAIL SERVICE CTRRALEIGH, NC 27699-9001

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION1 SE 3RD AVE, 9TH FLMIAMI, FL 33131

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION1024 CAPITAL CENTER DR, STE 200FRANKFORT, KY 40601

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION110 SE 6TH ST, 9TH FLFORT LAUDERDALE, FL 33301-5000

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION1300 RIVERPLACE BLVD, STE 405JACKSONVILLE, FL 32207

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION135 W CENTRAL BLVD, STE 670ORLANDO, FL 32801

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION1515 N FLAGLER DR, STE 900WEST PALM BEACH, FL 33401

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION2 MARTIN LUTHER KING JR DR, STE 356ATLANTA, GA 30334

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION2005 N CENTRAL AVEPHOENIX, AZ 85004

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION2320 CAPITOL AVECHEYENNE, WY 82002

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION30 E BROAD ST, 14TH FLCOLUMBUS, OH 43215

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION302 W WASHINGTON ST, 5TH FLINDIANAPOLIS, IN 46204

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION33 CAPITOL STCONCORD, NH 03301

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION408 GALISTEO STVILLAGRA BLDGSANTA FE, NM 87501

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION525 W OTTAWA STP.O. BOX 30212LANSING, MI 48909

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION6 STATE HOUSE STATIONAUGUSTA, ME 04333

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISION9001 MAIL SERVICE CTRRALEIGH, NC 27699-9001

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISIONCONCOURSE CENTER 43507 E FRONTAGE RD, STE 325TAMPA, FL 33607-1795

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISIONP.O. BOX 200151HELENA, MT 59620-0151

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISIONSUPREME COURT BLDG207 W HIGH STP.O. BOX 899JEFFERSON CITY, MO 65102

OFFICE OF THE ATTORNEY GENERALCONSUMER PROTECTION DIVISIONTHE CAPITOLTALLAHASSEE, FL 32399-1050

OFFICE OF THE ATTORNEY GENERALDELAWARE DEPT OF JUSTICECARVEL STATE BLDG820 N FRENCH STWILMINGTON, DE 19801

OFFICE OF THE ATTORNEY GENERALINDIANA GOVERNMENT CTR S302 W WASHINGTON ST, 5TH FLINDIANAPOLIS, IN 46204

OFFICE OF THE ATTORNEY GENERALJUSTICE BLDG, 3RD FL215 N SANDERSP.O. BOX 201401HELENA, MT 59620-1401

OFFICE OF THE ATTORNEY GENERALKENDRICK BLDG2320 CAPITOL AVECHEYENNE, WY 82002

OFFICE OF THE ATTORNEY GENERALSTATE OF FLORIDAPL-01 THE CAPITOLTALLAHASSEE, FL 32399-1050

OFFICE OF THE ATTORNEY GENERALSUPREME COURT BLDG207 W HIGH STP.O. BOX 899JEFFERSON CITY, MO 65102

OFFICE OF THE U.S. TRUSTEEATTN: TIMOTHY J FOX, ESQ844 KING ST, STE 2207LOCKBOX 35WILMINGTON, DE 19801

OHIO BUREAU OF WORK COMP30 W SPRING STCOLUMBUS, OH 43215

OHIO BUREAU OF WORKERS COMPENSATIONOHIO BUREAU OF WORKERS' COMPENSATIONP.O. BOX 89492CLEVELAND, OH 44101-6492

ORANGE COUNTYLEGAL DEPARTMENTP.O. BOX 545100ORLANDO FL 32854

PIC WALNUT PARK LLCPRESIDENT/LEGAL DEPARTMENT4101 SIERRA DRBLOOMINGTON IN 47403

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PINELLAS COUNTY TAX COLLECTORLEGAL DEPARTMENT1800 66TH ST NST. PETERSBURG FL 33710

PINELOCH CENTER STREET LLCATTN: HEATHER COONS8998 GLADIN CTORLANDO, FL 32819

PINELOCH CENTER STREET LLCPRESIDENT/LEGAL DEPARTMENT8998 GLADIN COURTORLANDO FL 32819

PINNACOL ASSURANCE7501 E LOWRY BLVDDENVER, CO 80230-7006

PLAZA WEST SHOPPING CENTER LLCPRESIDENT/LEGAL DEPARTMENT211 W ALEXANDER PALM RDBOCA RATON FL 33432

POUDRE FIRE AUTHORITYLEGAL DEPARTMENT102 REMINGTON STFORT COLLINS CO 80524

PUBLIC HEALTH DEPARTMENT OF COLUMBIALEGAL DEPARTMENT1005 W WORLEY STCOLUMBIA MO 65203

QUADRANT WHEAT RIDGE CORNERS, LLCPRESIDENT/LEGAL DEPARTMENT353 MARSHALL AVEST LOUIS MO 63119

REALTY INCOME PROPERTIES 4, LLCPRESIDENT/LEGAL DEPARTMENT11995 EL CAMINO REALSAN DIEGO CA 92130

RIVER BAY PLAZA BH LLCPRESIDENT/LEGAL DEPARTMENT1274 49TH STBROOKLYN NY 11219

ROCKPORT NAPLES LLCPRESIDENT/LEGAL DEPARTMENT8902 N DALE MABRY HWYTAMPA FL 33614

SAMCO PROPERTIES LTDPRESIDENT/LEGAL DEPARTMENT6190 COCHRAN RDSOLON OH 44139

SARASOTA COUNTYLEGAL DEPARTMENT101 S WASHINGTON BLVDSARASOTA FL 34236-6993

SARASOTA COUNTY FLORIDALEGAL DEPARTMENTTAX COLLECTOR101 S WASHINGTON BLVDSARASOTA FL 34236-6993

SB-VETS-1, LLCMICHAEL J. DEVITO3515 DEL PRADO BLVDSUITE 107CAPE CORAL FL 33904

SCHMID CONSTRUCTIONATTN: JOHN SCHMID1655 FL-50CLERMONT, FL 34711

SCHMIER PROPERTY GROUP, INCBRIAN SCHMIER2200 BUTTS RD., SUITE 300RE: GLADES 95TH LLCBOCA RATON FL 33431

SEASONS-4 INCATTN: LEE CHURCHILL4500 INDUSTRIAL ACCESS RDDOUGLASVILLE, GA 30134

SERITAGE SRC FINANCE LLCPRESIDENT/LEGAL DEPARTMENT500 5TH AVENEW YORK NY 10110

SHERWOOD FOOD DISTRIBUTORSATTN: SCOTT FOURNIER12499 EVERGREEN RDDETROIT, MI 48228-1059

SIESTA RETAIL LLCPRESIDENT/LEGAL DEPARTMENT7978 COOPER CREEK BLVDUNIVERSITY PARK FL 34201

SNYDER CONSTRUCTION INCATTN: JUSTIN P SNYDER2766 11 MILE RD, STE 1BERKLEY, MI 48072

ST LOUIS COUNTY TREASURERLEGAL DEPARTMENT41 S CENTRAL AVE, 8TH FL, PUBLIC WORKSCLAYTON MO 63105

ST. LOUIS COUNTYLEGAL DEPARTMENT41 S CENTRAL AVEST. LOUIS MO 63105-1799

STATE OF FLORIDALEGAL DEPARTMENTDEPARTMENT OF BUSINESS AND PROFESSIONAL REG2601 N BLAIR STONE RDTALLAHASSEE FL 32399

STATE OF INDIANALEGAL DEPARTMENTCREIGHTON HALL OF ANIMAL SCIENCE/PURDUE UNIV270 S RUSSELL STWEST LAFAYETTE IN 47907

STATE OF KANSASLEGAL DEPARTMENTMEMORIAL HALL, FIRST FL120 SW 10TH AVETOPEKA KS 66612-1594

STATE OF MAINELEGAL DEPARTMENT51 COMMERCE DRAUGUSTA ME 04330

STATE OF MICHIGANLEGAL DEPARTMENTLIQUOR CONTROL COMMISSION (MLCC)P.O. BOX 30005LANSING MI 48909-7505

STATE OF OHIOLEGAL DEPARTMENT4485 NLAND RIDGE BLVDCOLUMBUS OH 43224

STATE OF OHIOLEGAL DEPARTMENTDIVISION OF LIQUOR CONTROLP.O. BOX 4005REYNOLDSBURG OH 43068-9005

STERLINGRISK135 CROSSWAYS PARK DRWOODBURY, NY 11797

TALLAHASSEE WEST TENNESSEE DSTPRESIDENT/LEGAL DEPARTMENT1401 BROAD STCLIFTON NJ 07013

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TEACHERS' RETIREMENT SYSTEM OF THE STATE OF PRESIDENT/LEGAL DEPARTMENT2424 HARRODSBURG RDLEXINGTON KY 40503

TETON COUNTYLEGAL DEPARTMENT200 S WILLOW ST, STE 115JACKSON WY 83001

TETON COUNTY ENVIRONMENTAL HEALTHLEGAL DEPARTMENTP.O. BOX 937JACKSON WY 83001

TEXAS SECRETARY OF STATELEGAL DEPARTMENT1019 BRAZOS STAUSTIN TX 78701

THE CORNERSLEGAL DEPARTMENT8390 E CRESCENT PKWYGREENWOOD VILLAGE CO 80111-2814

TOWN OF JACKSON WYLEGAL DEPARTMENTP.O. BOX 1687JACKSON WY 83001

TRUNO RETAIL TECHNOLOGY SOLUTIONSATTN: BRAD RALSTON13912 FM 1730LUBBOCK, TX 79424

UFER FAMILY PROPERTIESPRESIDENT/LEGAL DEPARTMENT5440 CORPORATE DRTROY MI 48098

UNFIATTN: CHRIS TESTA313 IRON HORSE WAYPROVIDENCE, RI 02908

UNITED STATES ATTORNEY'S OFFICETHE DISTRICT OF DELAWAREHERCULES BUILDING1313 N MARKET STWILMINGTON, DE 19801

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VERDE PLAZA LLCPRESIDENT/LEGAL DEPARTMENT8650-12 OLD KINGS RD SJACKSONVILLE FL 32217

VINELAND POINTE OWNERS LLCPRESIDENT/LEGAL DEPARTMENT230 ROYAL PALM WAYPALM BEACH FL 33480

VOLUSIA COUNTYLEGAL DEPARTMENT123 W INDIANA AVE, RM 103DELAND FL 32720

WASHINGTON PRIME GROUPPRESIDENT/LEGAL DEPARTMENT180 E BROAD STCOLUMBUS OH 43215

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WEINGARTEN REALTY INVESTORSPRESIDENT/LEGAL DEPARTMENT2600 CITADEL PLAZA DRHOUSTON TX 77008

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WHEAT RIDGE SANITATION DISTRICTLEGAL DEPARTMENTP.O. BOX 288WHEAT RIDGE CO 80034-0288

WOOLBRIGHT WEKIVA LLCPRESIDENT/LEGAL DEPARTMENT3200 N MILITARY TRAILBOCA RATON FL 33431

WYOMING BUREAU OF WORKERS COMPENSATION1510 E PERSHING BLVDCHEYENNE, WY 82002

WYOMING DEPARTMENT OF REVENUELEGAL DEPARTMENT2100 W 5TH STSHERIDAN WY 82801

WYOMING SECRETARY OF STATELEGAL DEPARTMENT2020 CAREY AVE, STE 700CHEYENNE WY 82002-0020

YELLOWSTONE COUNTY TREASURERLEGAL DEPARTMENT217 N 27TH ST, RM 108COUNTY COURTHOUSEBILLINGS MT 59101

Parties Served: 256

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EXHIBIT H


73925279.1



Debtors.


DECLARATION OF DENNIS JENKINS IN SUPPORT OF THE


UNDER 11 U.S.C. §§ 105, 503(b), AND 365(d)(3)

Pursuant to 28 U.S.C. § 1764, Dennis Jenkins, declares as follows under the penalty of

perjury:

1. I am an independent Liquidation Consultant who has worked with Great American

Global Partners, LLC (“Great American” or the “Liquidation Consultant”) for the last 14 years.

2. Great American was hired by the Debtors to assist with the sale of furniture,

fixtures, and equipment (“FF&E”) for certain of the Debtors’ stores.

3. I was contracted by Great American to help oversee the Debtors’ going out of

business sales.


DocuSign Envelope ID: 83240A61-9D05-48D0-9029-224A5A271731Case 20-10166-JTD Doc 807-8 Filed 06/18/20 Page 2 of 5

73925279.1




5. Great American marketed the Debtors’ FF&E online through social media as well

as by cold calling local companies and contacting dealers all over the country.

6. There was only one bulk bid for the Louisville FF&E as most dealers did not want

the Louisville FF&E because of its age and condition. Chad Renier of Mechanical Removal &

Relocation, LLC (the “Buyer”) submitted the sole bid.

7. Buyer agreed to buy the Louisville FF&E for the purchase price of $20,000,

evidenced by that certain Invoice #80015, a true and correct copy of which is attached to the

Motion as Exhibit F (the “FF&E Invoice”).

8. Great American also located buyers for certain of the Louisville FF&E not included

in the FF&E Invoice, which resulted in collective sales of about $5,000.

9. Great American hired an independent contractor, Clarissa Mclean, to oversee the

sale and removal of the Louisville FF&E in person. Great American has worked with Ms. Mclean

on at least three other store liquidations.

10. On or about February 6, 2020, the Buyer’s crew arrived at the Louisville Store for

their initial review of the Louisville FF&E. Ms. Mclean was present and supervised the Buyer’s

team.

11. Over the next few days, the Buyer’s crew proceeded to package all small appliances

and disassemble equipment that was located behind areas that were inaccessible to the public.

Once the Freon for the refrigeration was pumped out, Buyer’s crew then proceeded to prepare the



73925279.1

refrigeration cases for removal. On each of these days, Ms. Mclean was present and supervised the

Buyer’s team.

12. On each of February 10, 11, and 12, Ms. Mclean unlocked the store and was present

and supervised the Buyer’s team.

13. As of February 12, 2020, none of the Louisville FF&E had been removed.

14. On February 12, 2020, the Buyer arrived at the Louisville Store to commence

removal of the Louisville FF&E. After Buyer unloaded forklifts and heavy equipment, Ms. Mclean

called me to report that she received a phone call from Jeremy Hamilton, who introduced himself

as the property manager on behalf of Landlord. Ms. Mclean informed me that Mr. Hamilton

ordered Ms. Mclean to stop any further removal immediately. Mr. Hamilton also informed Ms.

Mclean that he was sending a representative with the sheriff to stop all removal.

15. Ms. Mclean also informed me that a second representative of the Landlord arrived

at the Louisville Store with a locksmith to change the locks and that both this second representative

and Mr. Hamilton asserted that Landlord owned the equipment and that the Buyer and Great

American were trespassing.

16. Ms. Mclean informed me that the Landlord was going to send a representative to

the Louisville Store the next day to oversee the FF&E removal. I agreed to inform the Debtors that

the FF&E removal would be postponed until February 13, 2020 to allow the Landlord’s

representative to be onsite to oversee the removal process.

17. On February 13, 2020, Ms. Mclean called me to inform me that the Landlord

representative never showed.


73925279.1

18. On February Friday 14, 2020, Ms. Mclean called me to inform me that the Landlord

representative never showed despite having already sent a representative two days earlier to halt

the removal of the Louisville FF&E.

19. Ms. Mclean informed me late that afternoon that the Landlord’s representative

would not arrive until sometime on February 18, 2020. I informed her that I was reaching out to

Debtors’ counsel.

20. Around 6:30 p.m. eastern on February 14, 2020, I informed Ms. Mclean that the

Debtors and their professionals authorized the Buyer to commence removal of the personalty and

Louisville FF&E. I also informed Buyer.

21. On February 15, 2020 and February 17, 2020, Buyer and his crew were at the

Louisville Store packaging FF&E for removal and hauling scrap to the scrap yard.

22. Around noon on Tuesday, February 18, 2020, Ms. Mclean called me to inform me

that Mr. Hamilton arrived at the Louisville Store and demanded the Buyer stop his removal of the

Louisville FF&E. Mr. Hamilton threatened to call the police to arrest Ms. Mclean. I told her to

leave the premises and to inform Buyer to leave as well.

23. As a result of Mr. Hamilton’s threats and demands, Ms. Mclean was forced to leave

the Louisville Store. Buyer and his crew were forced out of the store as well. Buyer was unable to

load most of the FF&E, and he was unable to finish the cleanup of the Louisville Store.


/s/ Dennis Jenkins Great American Global Partners, LLC Liquidation Consultant to the Debtors


chapter 11 lucky’s market parent company, · 2020-06-18 · 73936836.1 in the united states...

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