Case KG Doc 290 Filed 09/19/18 Page 1 of 7 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE. Chapter 11

Transcription

1 Case KG Doc 290 Filed 09/19/18 Page 1 of 7 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: HERITAGE HOME GROUP LLC, et al., Debtors. 1 Chapter 11 Case No (KG) (Jointly Administered) Objection Deadline: September 19, 2018 at 4:00 p.m. (E.T.) Hearing Date: September 26, 2018 at 10:00 a.m. (E.T.) Related Docs: 193, 248 OBJECTION OF INTERNATIONAL MARKET CENTERS, LLC TO THE CURE AMOUNT PROPOSED BY THE DEBTORS IN THE NOTICE OF POTENTIAL ASSUMPTION AND ASSIGNMENT International Market Centers, LLC, as the managing agent for the owner of certain nonresidential real property ( IMC ), 2 by its undersigned counsel, submits this objection (this Objection ) to the cure amount proposed in the Notice of Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Proposed Sale of Debtors Assets Related to the Hickory Chair, Pearson, Maitland-Smith, and La Barge Brands (Docket No. 248) (the Notice ). 3 In support of this Objection, IMC respectfully states: BACKGROUND 1. On July 29, 2018 (the Petition Date ), the above-captioned debtors (the Debtors ) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number, as applicable, are: Heritage Home Group LLC (9506); HH Global II B.V. (0165); HH Group Holdings US, Inc. (7206); HHG Real Property LLC (3221); and HHG Global Designs LLC (1150). The Debtors corporate headquarters is located at 1925 Eastchester Drive, High Point, North Carolina IMC is a member of the Official Committee of Unsecured Creditors of the Debtors appointed in these chapter 11 cases (Docket No. 87). 3 Capitalized terms used herein but undefined shall have the meanings ascribed to them in the Notice.

2 Case KG Doc 290 Filed 09/19/18 Page 2 of 7 Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (this Court ). 2. Upon information and belief, 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. 3. IMC is the managing agent for the owners of certain real properties in which the Debtors lease space (the Leased Premises ) from IMC pursuant to certain written leases (each a Lease and, collectively, the Leases ). Specifically, as of the Petition Date, the Debtors are leasing space from IMC at an aggregate total of fourteen (14) locations at the International Market Home Furnishings Center in High Point, North Carolina, the Market Square Complex in High Point, North Carolina, and the World Market Center in Las Vegas, Nevada. 4. On September 5, 2018, the Debtors filed the Notice which identifies certain Assigned Contracts the Debtors intend to assume and assign in connection with the sale of certain of the Debtors assets. The Notice also identifies the Cure Amounts proposed by the Debtors in connection with the potential assumption and assignment of certain Executory Contracts and Unexpired Leases. 5. The Notice schedules the Debtors Lease with IMC at Space No. 314 in High Point, North Carolina, as subject to potential assumption and assignment (the Space 314 Lease ). 4 The proposed Cure Amount with respect to the Space 314 Lease is $0.00. Pursuant to the Notice, objections to the assumption and assignment of an Assigned Contract, including any objection 4 The Space 314 Lease is identified in the Notice as that certain Lease Agreement dated June 27, 2014, by and between Market Square AC IV SPE, LLC and Heritage Home Group LLC; First Modification of Lease dated August 2

3 Case KG Doc 290 Filed 09/19/18 Page 3 of 7 relating to the Cure Payment, must be filed by September 19, 2018 at 4PM. OBJECTION 5. Any assumption of the Space 314 Lease must be conditioned on the Debtors compliance with the requirements of section 365 of the Bankruptcy Code and the Space 314 Lease, including, but not limited to, paying all amounts due and owing under the Space 314 Lease through the effective date of the assumption of the Space 314 Lease. 6. As of the date of this Objection, the aggregate cure amount owing under the Space 314 Lease is $25, (the IMC Cure Amount ). 5 Attached hereto and incorporated herein as Exhibit A are schedules containing an itemization of the amounts due and owing under the Space 314 Lease. For ease of reference, below is a chart summarizing the Cure Amount compared with the IMC Cure Amount: Center City/State Cure Amount IMC Cure Amount Market Square High Point, $0.00 $25, North Carolina Total -- $0.00 $25, The IMC Cure Amount represents the known amounts, based on information available to IMC, currently due and owing to IMC under the Space 314 Lease, exclusive of any sums which have become due or have been paid, or are discovered after the date of this Objection. The IMC Cure Amount may increase prior to any actual date of assumption of the Space 314 Lease if the Debtors do not pay all amounts that accrue after the date of this Objection, and any taxes, 7, 2017 (Hickory Chair Showroom). 5 The IMC Cure Amount includes $ in attorneys fees for the Space 314 Lease, as noted below. 3

4 Case KG Doc 290 Filed 09/19/18 Page 4 of 7 common area maintenance and other amounts that may come due, pursuant to the terms of the Space 314 Lease and regardless of when those amounts accrued. 8. Accordingly, IMC expressly reserves its rights to amend or supplement this Objection and the IMC Cure Amount from time to time and at any time, and requests that the Debtors remains liable for, among other things: (a) pre- and post-petition rent and other charges that continue to accrue under the Space 314 Lease and that arise and become known to IMC prior to assumption of the Space 314 Lease; (b) certain amounts accruing under the Space 314 Lease which may be unbilled as of the date hereof, including but not limited to year-end adjustments; (c) any regular or periodic adjustment of charges under the Space 314 Lease which were not due or had not been determined as of the date of this Objection; (d) any percentage rent that may be due under the Space 314 Lease; (e) any non-monetary defaults; and/or (f) insurance, indemnification and other contractual obligations under the Space 314 Lease. 9. Moreover, there may also be unknown and/or unasserted claims (among various other types of claims and liabilities) against IMC that presently exist or may exist in the future, for which the Debtors may be obligated to indemnify and defend IMC. IMC reserves its rights under the Space 314 Lease and applicable law to assert against the Debtors or any other appropriate party, including any assignee of the Space 314 Lease, any and all amounts that may be due and owing to it or their affiliated or related parties for the indemnification and contribution obligations under the Space 314 Lease. All rights of IMC under the Space 314 Lease for setoff, recoupment, and subrogation (including defenses thereto) must survive assumption, notwithstanding any terms or conditions to the contrary. 4

5 Case KG Doc 290 Filed 09/19/18 Page 5 of IMC is also entitled to attorneys fees as part of the IMC Cure Amount for the Space 314 Lease. In re Westview 74 th Street Drug Corp., 59 B.R. 747, 757 (Bankr. S.D.N.Y. 1986) (payment of attorneys fees required as condition to lease assumption). Thus, any attorneys fees incurred by IMC in enforcing its rights under the Space 314 Lease must be paid as part of any assumption of the Space 314 Lease. See id. 11. Consistent with the foregoing, IMC respectfully requests that any order approving the assumption of the Space 314 Lease provide, among other things, that the Debtors promptly pay to IMC all amounts due and owing under the Space 314 Lease through the effective date of assumption of the Space 314 Lease (i.e., the IMC Cure Amount), as the same may increase to reflect attorneys fees and any other amounts that become due or are determined after the date of this Objection. In addition, IMC respectfully requests that the order specifically provide that the Debtors will be responsible for paying the following charges when they become due, regardless of whether these obligations and charges accrue prior to or after effective date of assumption of the Space 314 Lease: a) all accruing but unbilled charges under the Space 314 Lease, including but not limited to all unpaid year-end and other adjustments and reconciliations (such as adjustments for common area maintenance, taxes and similar charges); b) all regular or periodic adjustment of charges under the Space 314 Lease which were not due or had not been determined as of the date of this Objection; and c) all insurance, indemnification and other contractual obligations under the Space 314 Lease, including but not limited to indemnification obligations relating to currently unknown and/or unasserted claims against IMC that presently exist or may exist in the future, for which the tenants under the Space 314 Lease may be obligated to indemnify and defend IMC. Such provisions are supported by the statutory requirement that the Debtors cure all arrears and that 5

6 Case KG Doc 290 Filed 09/19/18 Page 6 of 7 the Debtors provide adequate assurance of future performance under the terms of the Space 314 Lease. See 11 U.S.C. 365(b)(1). 12. Nothing in this Objection is intended to be, or should be construed as, a waiver by IMC of any of its rights under the Space 314 Lease, the Bankruptcy Code, or applicable law. IMC expressly reserves all such rights, including, without limitation, the right to: (a) supplement and/or amend this Objection and to assert any additional objections with respect to IMC Cure Amount; (b) amend the IMC Cure Amount; (c) assert any nonmonetary defaults under the Space 314 Lease; (d) assert any rights for indemnification or contribution against the Debtors arising under the Space 314 Lease; and (e) assert any further objections as it deems necessary or appropriate, including objections with respect to adequate assurance of future performance. 6 WHEREFORE, IMC respectfully requests that this Court: (a) sustain this Objection; (b) affirmatively require the Debtors to pay all amounts owing to IMC under the Space 314 Lease through the effective date of any assumption of the Space 314 Lease plus attorneys fees; (c) affirmatively require the Debtors to comply with each and every term, condition and obligation set forth in the Space 314 Lease; and (d) grant IMC such other and further relief as this Court deems just and appropriate under the circumstances. [Signature page follows.] 6 Additionally, IMC reserves the right to amend the IMC Cure Amount if a competing bidder submits a bid seeking to assume and assign any additional Leases. 6

7 Case KG Doc 290 Filed 09/19/18 Page 7 of 7 Dated: September 19, 2018 Wilmington, Delaware Respectfully submitted, LAW OFFICE OF SUSAN E. KAUFMAN, LLC /s/ Susan E. Kaufman Susan E. Kaufman (DSB# 3381) 919 N. Market Street, Suite 460 Wilmington, DE Telephone: (302) Facsimile: (302) skaufman@skaufmanlaw.com -and- Ronald E. Gold, Esq. Ohio Bar No (Admitted pro hac vice) FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio Telephone Facsimile rgold@fbtlaw.com COUNSEL FOR INTERNATIONAL MARKET CENTERS, LLC v3 7

8 Case KG Doc Filed 09/19/18 Page 1 of 17 SUMMARY Tenant Number Company Name Space Date Billed Charge Type Additional Details Invoice # Totals Heritage Home Group, LLC 314 3/1/2018 Dock Charges $ Heritage Home Group, LLC 314 3/22/2018 Dock Charges $ Heritage Home Group, LLC 314 3/22/2018 Dock Charges $ Heritage Home Group, LLC 314 3/31/2018 Utilities $ 4, Heritage Home Group, LLC 314 4/5/2018 Dock Charges $ Heritage Home Group, LLC 314 4/5/2018 Advertising $ 5, Heritage Home Group, LLC 314 4/12/2018 Dock Charges $ Heritage Home Group, LLC 314 4/12/2018 Dock Charges $ Heritage Home Group, LLC 314 4/19/2018 Dock Charges $ Heritage Home Group, LLC 314 4/19/2018 Dock Charges $ Hickory Chair Company 314 5/10/2018 Dock Charges $ Heritage Home Group, LLC 314 5/17/2018 Dock Charges $ Heritage Home Group, LLC 314 5/23/2018 Late Fees $ 8, Hickory Chair Company 314 6/21/2018 Dock Charges $ Heritage Home Group, LLC 314 6/30/2018 Utilities $ 3, Hickory Chair Company 314 8/23/2018 Dock Charges $ Balance Outstanding as of September 6th, 2018 $ 24,946.46

9 IMC TRS SPE, LLC Case KG Doc Filed 09/19/18 Page 2 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /01/2018 $ /31/2018 Heritage Home Group, LLC IMC TRS SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 02/19/18 Full Trck Tnt In-Unload/Remove /19/18 Discount Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 1 of 11

10 IMC TRS SPE, LLC Case KG Doc Filed 09/19/18 Page 3 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /22/2018 $ /21/2018 Heritage Home Group, LLC IMC TRS SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 03/20/18 Qtr Truck Tnt In-Unload/Remove /14/18 Full Trck Tnt In-Unload/Remove Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 2 of 11

11 IMC TRS SPE, LLC Case KG Doc Filed 09/19/18 Page 4 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /22/2018 $ /21/2018 Heritage Home Group, LLC IMC TRS SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 03/15/18 Qtr Truck Tnt In-Unload/Remove Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 3 of 11

12 Market Square AC IV SPE, LLC Case KG Doc Filed 09/19/18 Page 5 of 17 High Point Property Customer No Invoice No. Invoice Date Amount Payment Terms /31/2018 $4, Due upon receipt of invoice Heritage Home Group, LLC Market Square AC IV SPE, LLC PO Box 8309 P.O. Box Greensboro NC Boston MA Item Unit Description Due Date Amount Jan 1-Mar Utilities 04/30/2018 4, Subtotal: 4, Tax Total: Minus Deposits: Total Due: $4, PLEASE NOTE THE NEW PAYMENT REMITTANCE NAME AND ADDRESS SHOWN ABOVE. IF YOU PAY VIA WIRE OR ACH, YOU MAY CONTACT US AT BILLING@IMCENTERS.COM TO CONFIRM OUR BANK INFORMATION. September 6, :57 AM Page 1 of 3

13 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 6 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /05/2018 $ /05/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 03/27/18 Qtr Truck Tnt In-Unload/Remove /27/18 Under Min Loose-In Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 4 of 11

14 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 7 of 17 High Point Property Customer No Invoice No. Invoice Date Amount Due Date /05/2018 $5, /05/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA CRM Invoice #: Market Description Additional Notes Quantity Unit Price Total Price HP Spring 2018 Misc Exterior Banner , , Subtotal: 5, Total Due: $5, PLEASE NOTE THE NEW PAYMENT REMITTANCE NAME AND ADDRESS SHOWN ABOVE. IF YOU PAY VIA WIRE OR ACH, YOU MAY CONTACT US AT BILLING@IMCENTERS.COM TO CONFIRM OUR BANK INFORMATION. September 6, :59 AM Page 1 of 1

15 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 8 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /12/2018 $ /12/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 04/09/18 Qtr Truck Tnt In-Unload/Remove /09/18 Late Charge Incoming /08/18 Minimum Loose Load-In Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 5 of 11

16 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 9 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /12/2018 $ /12/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 04/08/18 Minimum Loose Load-In /08/18 Late Charge Incoming /08/18 Qtr Truck Tnt In-Unload/Remove /08/18 Late Charge Incoming Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 6 of 11

17 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 10 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /19/2018 $ /19/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 04/10/18 Minimum Loose Load-Out Subtotal: Tax: 0.00 Total Due: $ September 6, :53 AM Page 7 of 11

18 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 11 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /19/2018 $ /19/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 04/11/18 Under Min Loose-In Subtotal: Tax: 0.00 Total Due: $45.00 September 6, :53 AM Page 8 of 11

19 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 12 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /10/2018 $ /09/2018 Hickory Chair Company IMC License SPE, LLC attn: Accounts Payable P.O. Box PO Box 2147 Los Angeles CA Hickory NC Unit #: CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 05/02/18 Under Min Pallet-In Subtotal: Tax: 0.00 Total Due: $38.00 September 6, :45 AM Page 1 of 3

20 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 13 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /17/2018 $ /16/2018 Heritage Home Group, LLC IMC License SPE, LLC PO Box 8309 P.O. Box Greensboro NC Los Angeles CA Unit #: 314 CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 05/15/18 Under Min Loose-In Subtotal: Tax: 0.00 Total Due: $45.00 September 6, :53 AM Page 10 of 11

21 Market Square AC IV SPE, LLC Case KG Doc Filed 09/19/18 Page 14 of 17 High Point Property Customer No Invoice No. Invoice Date Amount Payment Terms /23/2018 $8, Due upon receipt of invoice Heritage Home Group, LLC Market Square AC IV SPE, LLC PO Box 8309 P.O. Box Greensboro NC Boston MA Item Unit Description Due Date Amount Generated Fee or Interest 05/23/2018 8, Generated Fee or Interest 05/23/ Subtotal: 8, Tax Total: Minus Deposits: Total Due: $8, PLEASE NOTE THE NEW PAYMENT REMITTANCE NAME AND ADDRESS SHOWN ABOVE. IF YOU PAY VIA WIRE OR ACH, YOU MAY CONTACT US AT TO CONFIRM OUR BANK INFORMATION. September 6, :57 AM Page 2 of 3

22 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 15 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /21/2018 $ /21/2018 Hickory Chair Company IMC License SPE, LLC attn: Accounts Payable P.O. Box PO Box 2147 Los Angeles CA Hickory NC Unit #: CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 06/18/18 Under Min Loose-In Subtotal: Tax: 0.00 Total Due: $45.00 September 6, :45 AM Page 2 of 3

23 Market Square AC IV SPE, LLC Case KG Doc Filed 09/19/18 Page 16 of 17 High Point Property Customer No Invoice No. Invoice Date Amount Payment Terms /30/2018 $3, Due upon receipt of invoice Heritage Home Group, LLC Market Square AC IV SPE, LLC PO Box 8309 P.O. Box Greensboro NC Boston MA Item Unit Description Due Date Amount May 4 - June Utilities 07/30/2018 3, Subtotal: 3, Tax Total: Minus Deposits: Total Due: $3, PLEASE NOTE THE NEW PAYMENT REMITTANCE NAME AND ADDRESS SHOWN ABOVE. IF YOU PAY VIA WIRE OR ACH, YOU MAY CONTACT US AT BILLING@IMCENTERS.COM TO CONFIRM OUR BANK INFORMATION. September 6, :57 AM Page 3 of 3

24 IMC License SPE, LLC Case KG Doc Filed 09/19/18 Page 17 of 17 High Point Dock Invoice Customer No Invoice No. Invoice Date Amount Due Date /23/2018 $ /22/2018 Hickory Chair Company IMC License SPE, LLC attn: Accounts Payable P.O. Box PO Box 2147 Los Angeles CA Hickory NC Unit #: CRM #: Date of Service Item Description Additional Notes Quantity Unit Price Total Amount 08/15/18 Qtr Truck Tnt In-Unload/Remove Subtotal: Tax: 0.00 Total Due: $ September 6, :45 AM Page 3 of 3

25 Case KG Doc Filed 09/19/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ) Chapter 11 ) Heritage Home Group LLC, et al. ) Case No (KG) ) (Jointly Administered) Debtors. ) CERTIFICATE OF SERVICE I, Susan E. Kaufman, Esquire certify that I caused one true and correct copy of the within OBJECTION OF INTERNATIONAL MARKET CENTERS, LLC TO THE CURE AMOUNT PROPOSED BY THE DEBTORS IN THE NOTICE OF POTENTIAL ASSUMPTION AND ASSIGNMENT to be sent on September 19, 2018 in the manner indicated to the following: VIA HAND DELIVERY Pauline K. Morgan, Esquire Kenneth J. Enos, Esquire Jaime Luton Chapman, Esquire YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, Delaware Linda Richenderfer, Esq. The Office of the United States Trustee for the District of Delaware 844 King Street, Suite 2207 Wilmington, DE, Regina Kelbon, Esq. Stanley B. Tarr, Esq. Blank Rome LLP 1201 North Market Street #800 Wilmington, DE Mark Felger, Esq. Cozen O Connor 1201 North Market Street, Suite 1001 Wilmington, DE 19801

26 Case KG Doc Filed 09/19/18 Page 2 of 2 Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. Whiteford, Taylor & Preston LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, Delaware VIA Jeffrey D. Saferstein, Esq. Jacob A. Adlerstein, Esq. Sarah Harnett, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY JSaferstein@paulweiss.com JAdlerstein@paulweiss.com SHarnett@paulweiss.com Harrison L. Marshall, Jr., Esq. McGuireWoods LLP 201 North Tryon Street, Suite 3000 Charlotte, NC hmarshall@mcguirewoods.com Richard J. Bernard, Esq. Leah M. Eisenberg, Esq. Foley & Lardner LLP 90 Park Avenue New York, New York rbernard@foley.com leisenberg@foley.com Date: September 19, 2018 LAW OFFICE OF SUSAN E. KAUFMAN, LLC /s/ Susan E. Kaufman Susan E. Kaufman, (DSB# 3381) 919 North Market Street, Suite 460 Wilmington, DE (302) (302) Fax skaufman@skaufmanlaw.com