Case KG Doc 284 Filed 11/06/15 Page 1 of 6 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Chapter 11

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1 Case KG Doc 284 Filed 11/06/15 Page 1 of 6 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CITY SPORTS, INC., et al., Chapter 11 Case No (KG) Debtors. 1 Jointly Administered Hrg. Date: TBD Obj. Deadline: TBD MOTION TO SHORTEN NOTICE ON THE DEBTORS MOTION FOR (I) AN ORDER (A) ESTABLISHING BID PROCEDURES FOR THE SALE OF CERTAIN OF THE DEBTORS NONRESIDENTIAL REAL PROPERTY LEASES, AND (B) GRANTING CERTAIN RELATED RELIEF AND (II) AN ORDER (A) APPROVING THE SALE OF CERTAIN OF THE DEBTORS NONRESIDENTIAL REAL PROPERTY LEASES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (B) APPROVING ASSUMPTION AND ASSIGNMENT OF LEASES, AND (C) GRANTING CERTAIN RELATED RELIEF City Sports, Inc. and City Sports-DC, LLC, as debtors and debtors in possession in the above-captioned Chapter 11 cases (together, the Debtors ), by and through their attorneys, DLA Piper LLP (US), hereby move (the Motion to Shorten ) to shorten the notice and objection periods in connection with the Debtors Motion for (I) an Order (A) Establishing Bid Procedures for the Sale of Certain of the Debtors Nonresidential Real Property Leases, and (B) Granting Certain Related Relief and (II) an Order (A) Approving the Sale of Certain of the Debtors Nonresidential Real Property Leases Free and Clear of Liens, Claims, Encumbrances and Other Interests, (B) Approving Assumption and Assignment of Leases, and (C) Granting Certain 1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA

2 Case KG Doc 284 Filed 11/06/15 Page 2 of 6 Related Relief (the Bid Procedures Motion ) 2 filed contemporaneously herewith. In support of this Motion to Shorten, the Debtors respectfully submit as follows: BACKGROUND 1. On October 5, 2015 (the Petition Date ), each of the Debtors filed a voluntary petition with this Court under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. On October 16, 2015, the Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee ). 2. On October 22, 2015, the Court entered the Order Authorizing the Debtors to Assume the Consulting Agreement with Tiger Capital Group, LLC [Docket No. 139] with respect to the closing of eight of the Debtors store locations (the Tiger Closing Stores ). The Debtors have rejected the leases for the Tiger Closing Stores. [Docket Nos. 208, 210, and 212] 3. On October 6, 2015, the Debtors filed the Debtors Motion For (I) An Order (A) Establishing Bidding Procedures Relating To The Sale Of The Debtors Assets, (B) Scheduling A Hearing To Consider The Proposed Sale And Approving The Form And Manner Of Notice Thereof, (C) Establishing Procedures Relating To The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases, And (D) Granting Certain Related Relief And (II) An Order (A) Approving The Proposed Sale, (B) Authorizing The Assumption And Assignment Of Certain Executory Contracts And Unexpired Leases, And (C) Granting Certain Related Relief [Docket No. 28] (the Asset Sale Motion ). The Debtors filed a Notice of 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Bid Procedures Motion

3 Case KG Doc 284 Filed 11/06/15 Page 3 of 6 Potential Assumption and Assignment of Unexpired Leases and Executory Contracts [Docket No. 157] (the Cure Notice ) that list all of the Debtors nonresidential real property Leases that may be assumed and assigned and the proposed cure amounts. 4. By Order dated November 5, 2015, the Court approved the Agency Agreement authorizing a joint venture comprised of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC (together, the Agent ) to run going out of business and liquidation sales for the remainder of the Debtors store locations (the GOB Sales ). JURISDICTION AND VENUE 5. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this district pursuant to 28 U.S.C and The predicates for the relief sought by this Motion to Shorten are Rule 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules (c) and (e) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). RELIEF REQUESTED 7. The Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, shortening the time required for notice of a hearing on the Bid Procedures Motion so that it may be heard on or before November 9, 2015, with responses thereto due prior to or at the hearing. BASIS FOR RELIEF 8. Pursuant to Local Rule (c), notice of a motion such as the Bid Procedures must ordinarily be provided at least eighteen (18) days prior to a hearing date scheduled for such - 3 -

4 Case KG Doc 284 Filed 11/06/15 Page 4 of 6 motion, and twenty one (21) days if notice is given by mail, unless the Bankruptcy Rules state otherwise. Del. Bankr. L.R (c). However, Local Rule (e) provides that the Court may order that a motion be heard on less notice than is required by the Local Rules or Bankruptcy Rules upon written motion (served on all interested parties) specifying the exigencies justifying shortened notice. Del. Bankr. L.R (e). 9. Local Rule (e) further provides that the Court may rule on a motion to shorten notice without need for a hearing. Del. Bankr. L.R (e). Additionally, Bankruptcy Code section 105(a) provides that the Court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). 10. The Debtors submit that there is ample cause to grant this Motion to Shorten. As discussed in the Bid Procedures Motion, the GOB Sales will commence on November 6, 2015 and end no later than December 31, 2015 (the Sale Term ). It is expected, however, that the GOB Sales at certain stores will conclude before the end of November and that the Debtors lease distribution centers will be closed by November 30, 2015 at the latest. Therefore, the Debtors need the bid procedures approved in order to conduct an auction and have the sale hearing prior to the end of this month to maximize potential returns and avoid unnecessary administrative expenses associated with December rent. 11. The Debtors have filed the Bid Procedures Motion in order to implement an efficient and expedient process for obtaining value for the Leases, while at the same time, avoiding the accrual of unnecessary administrative claims. The Debtors believe that without an efficient and expedient process for monetizing the Leases, the administrative costs of maintaining the Leases may exceed the value that could be obtained by the Debtors through an - 4 -

5 Case KG Doc 284 Filed 11/06/15 Page 5 of 6 assumption and assignment of the Leases, and the Debtors would likely have no choice but to reject the Leases at the conclusion of the GOB Sales. By contrast, the relief requested in this motion will permit the Debtors to minimize administrative expenses and maximize value. 12. Due to the shortened notice period, the Debtors propose that any responses to the Bid Procedures Motion be submitted prior to or at the hearing. 13. Therefore, pursuant to Local Rule (e) and Bankruptcy Code section 105(a), and for the reasons stated above, the Debtors respectfully request that the Court grant this Motion to Shorten at its earliest convenience. NOTICE 14. Notice of this Motion has been given to: (i) the Office of the United States Trustee for the District of Delaware; (ii) counsel to Wells Fargo Bank, NA, as the administrative agent under the Debtors prepetition credit facility; (iii) proposed counsel to the Committee; (iv) the Internal Revenue Service; (v) the United States Attorney for the District of Delaware; (vii) the Lease Counterparties; and (ix) any such other party entitled to notice pursuant to Bankruptcy Rule 2002 and Local Rule (b). The Debtors submit that no other or further notice need be given. [Remainder of page intentionally left blank] - 5 -

6 Case KG Doc 284 Filed 11/06/15 Page 6 of 6 WHEREFORE, the Debtors respectfully request entry of an order, substantially in the form attached hereto as Exhibit A: (i) granting the relief requested by this Motion to Shorten, and (ii) granting such other and further relief as the Court may find just and equitable. Dated: November 6, 2015 Wilmington, Delaware Respectfully submitted, DLA PIPER LLP (US) /s/ Kaitlin M. Edelman Kaitlin M. Edelman (DE 5924) 1201 North Market Street, Suite 2100 Wilmington, Delaware Telephone: (302) Facsimile: (302) kaitlin.edelman@dlapiper.com -and- Gregg M. Galardi (DE 2991; NY ) Dienna Corrado (admitted pro hac vice) DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) gregg.galardi@dlapiper.com dienna.corrado@dlapiper.com Proposed Counsel to Debtors and Debtors in Possession - 6 -

7 Case KG Doc Filed 11/06/15 Page 1 of 3 Exhibit A Proposed Form of Order EAST\

8 Case KG Doc Filed 11/06/15 Page 2 of 3 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CITY SPORTS, INC., et al., Chapter 11 Case No (KG) Debtors. 1 Jointly Administered Related Dkt. No. ORDER SHORTENING NOTICE ON THE DEBTORS MOTION FOR (I) AN ORDER (A) ESTABLISHING BID PROCEDURES FOR THE SALE OF CERTAIN OF THE DEBTORS NONRESIDENTIAL REAL PROPERTY LEASES, AND (B) GRANTING CERTAIN RELATED RELIEF AND (II) AN ORDER (A) APPROVING THE SALE OF CERTAIN OF THE DEBTORS NONRESIDENTIAL REAL PROPERTY LEASES FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (B) APPROVING ASSUMPTION AND ASSIGNMENT OF LEASES, AND (C) GRANTING CERTAIN RELATED RELIEF Upon consideration of the Motion to Shorten Notice Debtors Motion for (I) an Order (A) Establishing Bid Procedures for the Sale of Certain of the Debtors Nonresidential Real Property Leases, and (B) Granting Certain Related Relief and (II) an Order (A) Approving the Sale of Certain of the Debtors Nonresidential Real Property Leases Free and Clear of Liens, Claims, Encumbrances and Other Interests, (B) Approving Assumption and Assignment of Leases, and (C) Granting Certain Related Relief (the Motion to Shorten ) 2 and the Court having found that: (i) the Court has jurisdiction to consider the Motion to Shorten and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; (ii) venue is proper in this district pursuant to 28 U.S.C and 1409; (iii) this is a core proceeding pursuant to 28 U.S.C. 157(b); and (iv) notice of the Motion to Shorten was sufficient under the circumstances; and after 1 The Debtors in these Chapter 11 cases, together with the last four digits of each Debtor s federal tax identification number, are as follows: City Sports, Inc. (6205); and City Sports-DC, LLC (6205). The mailing address for the Debtors, solely for purposes of notices and communications, is: 77 N. Washington Street, Boston, MA Capitalized terms used, but not defined herein have the meaning assigned in the Motion to Shorten. EAST\

9 Case KG Doc Filed 11/06/15 Page 3 of 3 due deliberation and good and sufficient cause having been shown for the relief sought by the Motion to Shorten; IT IS HEREBY ORDERED THAT: 1. The Motion to Shorten is GRANTED. 2. The notice period regarding the Bid Procedures Motion is shortened and a hearing to consider the Bid Procedures Motion shall be held on November 9, 2015 at 3:00 p.m. (Eastern Time) (the Hearing ) with responses thereto due prior to or at the Hearing 3. The Court shall retain jurisdiction with respect to any matters related to or arising from the implementation of this Order. Dated: November, 2015 Wilmington, Delaware THE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE EAST\