Case Doc 253 Filed 11/03/15 Entered 11/03/15 16:22:54 Desc Main Document Page 1 of 13

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1 Document Page 1 of 13 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT HARTFORD DIVISION IN RE: : CHAPTER 11 : THORNTON & CO., INC. : CASE NO (AMN) : Debtor : RE: ECF No. 248 : ORDER GRANTING DEBTOR S EX-PARTE MOTION FOR ORDER EXPEDITING (I) HEARING AND LIMITING NOTICE ON DEBTOR S MOTION FOR ORDER (1) AUTHORIZING AND APPROVING FORM OF STALKING HORSE AGREEMENT, (2) AUTHORIZING AND APPROVING BIDDING PROCEDURES, (3) AUTHORIZING AND APPROVING BREAK-UP FEE, (4) SCHEDULING AN AUCTION, (5) APPROVING FORM AND MANNER OF NOTICE CONCERNING AUCTION AND SALE HEARING, AND (6) GRANTING OTHER RELATED RELIEF AND (II) HEARING AND LIMITING NOTICE ON DEBTOR S MOTION FOR ORDERS (1) AUTHORIZING AND APPROVING THE SALE OF ASSETS, (2) AUTHORIZING THE SALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (3) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES OF PROPERTY, AND (4) GRANTING OTHER RELATED RELIEF Upon the motion filed by Thornton & Co., Inc., debtor and debtor-in-possession herein (the Debtor ) (the Motion to Expedite ) seeking to expedite the hearings and limiting notice on the Debtor s Motion for Order (II) (1) Authorizing and Approving Form of Stalking Horse Agreement, (2) Authorizing and Approving Bidding Procedures, (3) Authorizing and Approving Break-Up Fee, (4) Scheduling an Auction, (5) Approving Form and Manner of Notice Concerning Auction and Sale Hearing, And (6) Granting Other Related Relief (the Bidding Procedures Motion ) 1 to November 13, 2015 at 10:00 a.m. and (II) Debtor s Motion for Orders (1) Authorizing and Approving the Sale of Assets, (2) Authorizing the Sale of Assets Free and Clear of Liens, Claims, Interests and Encumbrances, (3) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases of Property, and (4) Granting Other Related Relief (the Sale Motion ) to November 23, 2015 at 2:00 p.m.; and upon good cause shown; IT IS HEREBY ORDERED THAT: 1 Capitalized terms not defined herein shall have the meanings ascribed to them in the Bidding Procedures Motion.

2 Document Page 2 of The Motion to Expedite is GRANTED. 2. A hearing on the Bidding Procedures Motion shall be held on November 13, 2015 at 10:00 a.m. at the U.S. Bankruptcy Court for the District of Connecticut, 450 Main Street, Hartford, Connecticut. 3. A hearing on the Sale Motion shall be held on November 23, 2015 at 2:00 p.m. at the U.S. Bankruptcy Court for the District of Connecticut, 450 Main Street, Hartford, Connecticut. 4. The form of notice annexed to the Motion to Expedite as Exhibit A (the Notice ) is APPROVED. 5. The Notice Procedures (as defined in the Motion to Expedite) are APPROVED. 6. In accordance with the Notice Procedures, the Debtor shall serve the Notice (and all summaries annexed thereto) and a form of order approving the Bidding Procedures Motion forthwith (and in no event later than November 4, 2015) upon the following parties by (1) CM- ECF notification, (2) 2-day delivery, (3) facsimile transmission, and/or (4) a. People s United Bank, NA, by its counsel. b. The Official Committee of Unsecured Creditors in this case, by its counsel. c. The Office of the United States Trustee for this District and Region. d. All creditors. e. All parties filing a notice of appearance and request for notice in this case. 7. The Debtor shall certify that service has been made in accordance herewith. Dated at Hartford, Connecticut on November 3, 2015

3 Document Page 3 of 13 UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT HARTFORD DIVISION IN RE: : CHAPTER 11 : THORNTON & CO., INC. : CASE NO (AMN) : Debtor : : NOTICE OF HEARING AND NOTICE OF DEBTOR S INTENT TO SELL SUBSTANTIALLY ALL OF ITS ASSETS OUTSIDE THE ORDINARY COURSE OF BUSINESS The Debtor has filed papers with the court. Your rights may be affected. You should read these papers carefully and discuss them with your attorney, if you have one in this bankruptcy case. If you do not have an attorney, you may wish to consult one. PLEASE TAKE NOTICE that a hearing has been scheduled for November 13, 2015 at 10:00 AM (the Bidding Procedures Hearing ) and will be held at the U.S. Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut (the Court ) to consider and act upon the following: DEBTOR S MOTION FOR ORDER (1) AUTHORIZING AND APPROVING FORM OF STALKING HORSE AGREEMENT, (2) AUTHORIZING AND APPROVING BIDDING PROCEDURES, (3) AUTHORIZING AND APPROVING BREAK-UP FEE, (4) SCHEDULING AN AUCTION, (5) APPROVING FORM AND MANNER OF NOTICE CONCERNING AUCTION AND SALE HEARING, and (6) GRANTING OTHER RELATED RELIEF (hereafter referred to as the Bidding Procedures Motion ) DEBTOR S MOTION FOR ORDER (1) AUTHORIZING AND APPROVING THE SALE OF ASSETS, (2) AUTHORIZING THE SALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (3) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES OF PROPERTY, AND (4) GRANTING OTHER RELATED RELIEF (hereafter referred to as the Sale Motion ) NOTICE IS FURTHER GIVEN: that the Debtor intends to sell substantially all of its assets in accordance with the Bidding Procedures Motion. The documents concerning the Bidding Procedures Motion are lengthy and may be obtained by (a) accessing the website established by the Debtor at which you may download the Bidding Procedures Motion, Sale Motion and related documents, (b) accessing the Court s website at or (b) requesting the information from Counsel for the Debtor, Green & Sklarz, LLC, as set forth below. A summary of the Bidding Procedures Motion, Sale Motion and related documents are attached hereto. You are advised that the information attached hereto is a summary only and additional information may be needed for you to properly evaluate your position with respect to the Bidding Procedures Motion.

4 Document Page 4 of 13 NOTICE IS FURTHER GIVEN: 1. Said Bidding Procedures hearing may be continued or adjourned from time to time without further notice other than an order in open court; 2. Any party-in-interest objecting to the entry of an order granting the Bidding Procedures Motion shall file written objections with the Court no later than 5:00 PM (eastern time) on November 10, 2015; 3. Any party-in-interest wishing to call an expert witness to testify at the Bidding Procedures Hearing shall serve a disclosure of expert witness, as may be required under the Federal Rule of Bankruptcy Procedure and/or Federal Rules of Civil Procedure, on or before 5:00 PM (eastern time) on November 10, 2015 (but the expert report shall not be provided to the Court unless otherwise ordered); 4. Qualifying Bids must be submitted on or before 4:00 PM (eastern time) on November 19, 2015 please consult the Bidding Procedures carefully so that your Bid can be considered; 5. The Auction with respect to the Sale Motion will be held at 10:00 AM (eastern time) on November 23, 2015 at the United Stated Bankruptcy Court, 450 Main Street, Hartford, Connecticut; 6. A hearing to approve the Sale Motion will held at 2:00 PM (eastern time) on November 23, 2015 (eastern time) (the Sale Hearing ) and will be held at the U.S. Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut. The Sale Hearing may be continued or adjourned from time to time without further notice other than an order in open court; 7. Any party-in-interest objecting to the entry of the Sale Motion shall file written objections with the Court no later than 5:00 PM on November 19, 2015; 8. Any party-in-interest wishing to call an expert witness to testify at the Sale Hearing shall serve a disclosure of expert witness, as may be required under the Federal Rule of Bankruptcy Procedure and/or Federal Rules of Civil Procedure, on or before 5:00 PM on November 19, 2015 (but the expert report shall not be provided to the Court unless otherwise ordered); and 9. Service of any papers required as set forth above shall be made as follows, in addition to any other service requirements of the Federal Rules of Bankruptcy Procedure, so that the same are received by CMECF, hand delivery or electronic mail on or before such date and time by: (i) Jeffrey M. Sklarz, Esq., Green & Sklarz LLC, 700 State Street, Suite 100, New Haven, CT counsel for the Debtor; (ii) James C. Fox, Esq., Ruberto, Israel & Weiner, P.C., 255 State Street, Boston, MA counsel for the Prepetition Lender; (iii) Scott D. Rosen, Esq., Cohn Birnbaum & Shea P.C., 100 Pearl Street, 12 th Floor, Hartford, CT local counsel for the Prepetition Lender; and (iv) Eric Henzy, Esq., Reide and Riege P.C., One Financial Plaza, Hartford, CT counsel for the Official Committee of Unsecured Creditors, and (v) Steven E. Mackey, Esq., Office of the United States Trustee, Giamo Federal Building, Room 302, 150 Court Street, New Haven, CT If you want the court to consider your views on the above-mentioned matter(s), then you or your attorney must be in attendance on the above scheduled date.

5 Document Page 5 of 13 If you or your attorney do not attend the above scheduled hearing, the court may decide that you do not oppose the relief sought in the motion and may enter an order granting that relief. Dated this 2 nd day of November, 2015 at New Haven, Connecticut THE DEBTOR: THORNTON & CO., INC. By: /s/ Jeffrey M. Sklarz Jeffrey M. Sklarz (ct20938) Nicholas W. Quesenberry (ct29716) GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT (203) Fax: (203) ATTACHMENTS Exhibit A Summary of Asset Purchase Agreement Exhibit B Summary of Bidding Procedures Exhibit C Proposed Order Approving Bidding Procedures and Scheduling Auction

6 Document Page 6 of 13 EXHIBIT A SUMMARY OF TERMS OF ASSET PURCHASE AGREEMENT As set forth in more detail in the Asset Purchase Agreement, following are the material terms of the sale (all defined terms have the same meaning as set forth in the Asset Purchase Agreement): a. Purchase Price: The total consideration to be paid for the Purchased Assets is $3.7 Million, less the Purchase Price Adjustment, plus the Upside (the Purchase Price ), representing: (i) $3.6 Million for the Inventory, less the Purchase Price Adjustment, 1 plus (ii) $100, for the Seller s personal property, equipment and intellectual property, plus (iii) the Upside which is: (I) proceeds from the sale by Buyer of the inventory in excess of (A) 125% of $2.6 Million, less the Purchase Price Adjustment, plus (B) $100,000 in administrative costs, plus (C) the Direct Costs of the sale of the inventory and (II) Direct Costs include storage, handling, freight, labeling, packaging, un-packing, commission, insurance (credit, general liability and property), and sales related travel expenses capped at a maximum of $20,000, all of which is directly related to the sale of the inventory. b. Purchased Assets: Inventory, PP&E, intellectual property, and certain leases and executory contracts ( Purchased Assets ). c. Material Excluded Assets: Cash, accounts receivable, avoidance actions, and other litigation. d. Agreements with Management: Debtor s employees (including certain members of management) will become employees of Proposed Buyer pursuant to employment agreements to be negotiated between Proposed Buyer and Debtor s employees. At this time no employment agreements have been entered into. e. Releases: No releases will be provided as part of the APA, except as to Proposed Buyer, who will receive a general release of claims, the Purchased Assets free and clear of liens as well as protection against successor liability pursuant to 363(f) f. Sale Procedure: i. Form of Sale: The Sale will be by way of a two-step public auction. Qualifying Bids (as defined below) are due on or before 4:00 PM on November 19, ii. Advertising: As set forth below and in the Bidding Procedures (as that term is defined below), Gordian has extensively marketed this opportunity. Accordingly, other than sending notice to parties who have expressed interest in the Debtor or its assets previously, notice to parties-in-interest in this case and posting notice in Plastic News, no further advertising will be undertaken. 1 As set forth in the APA, the terms Purchase Price Adjustment means the Purchase Price, less the amount of inventory sold by the Seller prior to the date on which the Bankruptcy Court enters the Bid Procedures Order, less the adjustment for the Physical Count of the Inventory as provided herein detailed in Schedule 3.1.

7 Document Page 7 of 13 g. Deadlines: The deadline to submit Qualifying Bids is 4:00 PM on November 19, The Auction (as defined below) will take place at 10:00 AM on November 23, 2015 at the United States Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut. The Sale Confirmation Hearing (as defined below) will take place at 2:00 PM on November 23, 2015 at the United States Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut. The Closing will take place immediately following approval of the Sale Motion and no later than November 24, h. Good Faith Deposit: A good faith deposit in the amount of $360,000 ( Deposit ) had been made by Proposed Buyer and is being held in escrow by counsel to the Debtor, Green & Sklarz LLC, pending a Closing. As set forth below, if the Successful Bidder (as defined below) is not the Proposed Buyer, the Deposit will be returned. If the Sale does not close because of a failure of a condition precedent to the Closing that is the fault of the Debtor, the Deposit will be returned. If the Proposed Buyer fails to close, and all of the conditions precedent to close that are the obligation of the Debtor are met, the Deposit will be forfeited to the Estate. i. Interim Agreements with Proposed Buyer: The Debtor and Proposed Buyer may seek permission to enter into a license agreement and other agreements to facilitate the transition of the Purchased Assets to Buyer and otherwise support the Buyer s proposed purchase and the Debtor following Closing. j. Use of Proceeds: The proceeds of the Sale will be remitted to PUB to be applied against PUB s Allowed Secured Claim, or as otherwise ordered by the Court. Sale. k. Tax Exemptions: There are no known tax exemptions that apply to this l. Record Retention: The Proposed Buyer will acquire the computers of the Seller along with customer lists, sales records and any other information, databases or documentation relating to the Purchased Assets and the transition of the Purchased Assets to the Proposed Buyer. The Proposed Buyer will assist the Debtor in the collection of the Debtor s pre- Closing accounts receivable. m. Avoidance Actions: Avoidance actions and all other choses in action will remain with the Debtor and are Excluded Assets under the APA. n. Successor Liability: The Proposed Buyer will not be liable for any claims against the Debtor or any successor liability. o. Executory Contracts and Unexpired Leases: The Debtor will assume and assign to the Proposed Buyer some of the Debtor s executory contracts and unexpired leases. A list of the assumed and assigned contracts is set forth on Schedule 2.4 to the APA. p. Break-Up Fee: If the Proposed Buyer is not the Successful Bidder and does not Default, the Proposed Buyer will be entitled to a Break-Up Fee of 3% of its Stalking

8 Document Page 8 of 13 Horse Bid (but in no case less than $100,000), plus reimbursement of reasonable costs and expenses up to $50,000. q. Sale Supplement: The Debtor will file a Supplement to the Sale Motion not less than seven (7) days prior to the Sale Confirmation Hearing containing any further collateral documents, including any transition services agreement, employment agreements, license agreements and any other documents needed to confirm a sale as proposed. r. Credit Bid: PUB will be entitled to credit bid, should it submit a Qualifying Bid. s. Relief from Fed. R. Bankr. P. 6004(h): Given the urgent nature of this transaction, the Debtor has requested relief from the 14 day stay imposed by Fed. R. Bankr. P. 6004(h). A complete version of the APA, Bidding Procedures and all other documents are available at: Or on request from Debtor s Counsel

9 Document Page 9 of 13 EXHIBIT B SUMMARY OF BIDDING PROCEDURES THE FOLLOWING IS A BRIEF SUMMARY OF THE BIDDING PROCEDURES FOR THE AUCTION OF ASSETS OF THORNTON & CO., INC. PLEASE READ THE ENTIRE BIDDING PROCEDURES CAREFULLY IN MAKING YOUR BID. Location of Auction: United States Bankruptcy Court 450 Main Street, 7th Floor Hartford, Connecticut Inquiries Concerning Jeffrey M. Sklarz, Green & Sklarz LLC, Legal Matters to: 700 State Street, Suite 100, New Haven, CT T (203) F (203) E Inquiries Concerning Liam Ahearn, Gordian Group, LLC Assets to: 950 Third Avenue, 17th Floor, New York, NY T (212) E Date and Time of Auction: November 23, 2015 at 10:00 AM (Eastern Time) Minimum Qualifying Bid: Purchase Price plus $175,000 Deadline to Submit November 19, 2015 by 4:00 PM (Eastern Time) Minimum Qualifying Bid: (Must be in writing via mail, , or fax) Auction Deposit: Hearing to Approve Sale: 10% of Qualifying Bid Amount November 23, 2015 at 2:00 PM (Eastern Time) Expected Closing Date: November 24, 2015 A complete version of the APA, Bidding Procedures and all other documents are available at: Or on request from Debtor s Counsel

10 Document Page 10 of 13

11 Document Page 11 of The Bid Deadline is November 19, 2015 at 4:00 p.m., prevailing Eastern time. Bids must be deposited and/or delivered so as to be received by the Debtor s attorneys before the Bid Deadline. 6. If the Debtor receives before the Bid Deadline more than one Qualifying Bid, then the Debtor will conduct an auction (the "Auction") for the sale of the Assets on November 23, 2015 at 10:00 a.m., prevailing Eastern time. 7. The Auction will be conducted at the United States Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut. The Debtor may change the place of the Auction and will notify the Qualifying Bidders if he does so. 8. The Sale Confirmation Hearing will be held on November 23, 2015 at 2:00 p.m., prevailing Eastern time, at the United States Bankruptcy Court, 450 Main Street, 7th Floor, Hartford, Connecticut. The Sale Conformation Hearing may be adjourned from time to time without further notice to creditors or parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing. 9. Prior to said Sale Hearing the Debtor shall file a motion to sell in accordance with 11 U.S.C. 363(b) (the Sale Motion ). 10. Any party-in-interest objecting to the entry of the Sale Motion shall file written objections with the Court no later than 5:00 PM on November 19, 2015; 11. Any party-in-interest wishing to call an expert witness to testify at the Sale Confirmation Hearing shall serve a disclosure of expert witness, as may be required under the Federal Rule of Bankruptcy Procedure and/or Federal Rules of Civil Procedure, on or before 5:00 PM on November 19, 2015 (but the expert report shall not be provided to the Court unless otherwise ordered);

12 Document Page 12 of Service of any papers required as set forth above shall be made as follows, in addition to any other service requirements of the Federal Rules of Bankruptcy Procedure, so that the same are received by CMECF, hand delivery or electronic mail on or before such date and time by: (i) Jeffrey M. Sklarz, Esq., Green & Sklarz LLC, 700 State Street, Suite 100, New Haven, CT counsel for the Debtor; (ii) James C. Fox, Esq., Ruberto, Israel & Weiner, P.C., 255 State Street, Boston, MA counsel for the Prepetition Lender; (iii) Scott D. Rosen, Esq., Cohn Birnbaum & Shea P.C., 100 Pearl Street, 12 th Floor, Hartford, CT local counsel for the Prepetition Lender; and (iv) Eric Henzy, Esq., Reide and Riege P.C., One Financial Plaza, Hartford, CT and (v) Steven E. Mackey, Esq., Office of the United States Trustee, Giamo Federal Building, Room 302, 150 Court Street, New Haven, CT Failure of any person or entity to file an objection on or before the Objection Deadline will bar the assertion, at the Sale Confirmation Hearing or thereafter, of any objection to the Sale Motion, the Auction, the sale of the Assets, free and clear of Interests, the Debtor s consummation and performance of the terms of the asset purchase agreement entered into with the Prevailing Bidder(s), as defined in the Bidding Procedures Order, or the distribution of the proceeds of the Sale. 14. In the event that a sale order is entered by the Court at or after the Sale Confirmation Hearing in the form proposed by the Debtor, the Prevailing Bidder(s) shall have no successor liability for monetary or other claims of any kind or character against the Debtor, whether known or unknown as of the Closing under the Purchase Agreement, now existing or hereafter arising, whether fixed or contingent.

13 Document Page 13 of The Break-up Fee is APPROVED. The Break-up Fee is fair, reasonable and appropriate in light of the size of the transaction contemplated by the Stalking Horse Agreement. The Break-up Fee provides the Proposed Buyer with reasonable protection and compensation in consideration of the time and expense expended by the Proposed Buyer in negotiating the Stalking Horse Agreement, the uncertainties associated with the sale contemplated by the Stalking Horse Agreement and the benefit conferred upon the Debtor and the estate and creditors by the Stalking Horse Agreement. 16. The Debtor is hereby authorized to pay the Break-up Fee to the Proposed Buyer in the event that: (i) the Debtor accepts a higher and better offer (other than that of the Proposed Buyer, it subsidiaries or affiliates), or (ii) the Bankruptcy Court enters an order approving any Qualifying Bid as the highest and best bid (other than a sale of the Assets to the Proposed Buyer, its subsidiaries or affiliates). The Debtor s obligation to pay the Break-up Fee upon the occurrence of the foregoing shall survive the termination of the Stalking Horse Agreement and shall constitute an administrative expense of estate. 17. The Debtor shall give notice of the Auction and Sale Hearing in the manner proposed in the Bidding Procedures Motion as set forth above.

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