Case 17-12906-CSS Doc 617 Filed 04/23/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CHARMING CHARLIE HOLDINGS INC., et al., 1 Case No. 17-12906 (CSS Debtors. (Jointly Administered NOTICE OF FILING OF SECOND AMENDED PLAN SUPPLEMENT PLEASE TAKE NOTICE THAT on February 13, 2018, the United States Bankruptcy Court for the District of Delaware (the Court entered an order [Docket No. 432] (the Disclosure Statement Order : (a approving the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as modified, amended, or supplemented from time to time, the Disclosure Statement ; (b establishing the voting record date, voting deadline, and other related dates in connection with confirmation of the Joint Chapter 11 Plan of Reorganization of Charming Charlie Holdings Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (as modified, amended, or supplemented from time to time, the Plan ; 2 (c approving procedures for soliciting, receiving, and tabulating votes on the Plan; and (d approving the manner and forms of notice and other related documents as they relate to the Debtors. PLEASE TAKE FURTHER NOTICE THAT as contemplated by the Plan, the Debtors filed Exhibit B (the Assumed Executory Contract/Unexpired Lease List and Exhibit C (the Rejected Executory Contract/Unexpired Lease List to the Plan Supplement on March 5, 2018 [Docket No. 493]. PLEASE TAKE FURTHER NOTICE THAT, as contemplated by the Plan and the Disclosure Statement Order, the Debtors filed the Plan Supplement with the Court on March 16, 2018 [Docket No. 530]. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: Charming Charlie Canada LLC (0693; Charming Charlie Holdings Inc. (6139; Charming Charlie International LLC (5887; Charming Charlie LLC (0263; Charming Charlie Manhattan LLC (7408; Charming Charlie USA, Inc. (3973; and Poseidon Partners CMS, Inc. (3302. The location of the Debtors service address is: 6001 Savoy Drive, Houston, Texas 77036. 2 Capitalized terms used but not defined herein have the meanings given to such terms in the Plan or Disclosure Statement, as applicable.
Case 17-12906-CSS Doc 617 Filed 04/23/18 Page 2 of 5 PLEASE TAKE FURTHER NOTICE THAT the Debtors filed the first amendment to the Plan Supplement with the Court on April 2, 2018 [Docket No. 578] (the Amended Plan Supplement. PLEASE TAKE FURTHER NOTICE THAT the Debtors filed the second amendment to the Plan Supplement with the Court on April 23, 2018 [Docket No. 616] (the Second Amended Plan Supplement. The Second Amended Plan Supplement contains the following documents (each as defined in the Plan: Exhibit A New Organizational Documents Exhibit A-1 A comparison showing changes to the New Organizational Documents that were filed on March 16, 2018. Exhibit E 1129(a(5 Disclosures Regarding Directors and Officers Exhibit E-1 A comparison showing changes to the 1129(a(5 Disclosures that were filed on March 16, 2018. Exhibit G Exit ABL Credit Agreement Exhibit H Exit Term Loan Credit Agreement Exhibit H-1 Exit Term Loan Lenders Guarantee Agreement Exhibit I Form of New Employment Agreements Exhibit I-1 A comparison showing changes to the Form of New Employment Agreements filed on March 16, 2018. PLEASE TAKE FURTHER NOTICE that the documents contained in the Second Amended Plan Supplement are integral to, and are considered part of, the Plan and that the documents contained in the Second Amended Plan Supplement were approved by the Bankruptcy Court pursuant to the Confirmation Order. PLEASE TAKE FURTHER NOTICE that the Court Confirmed the Plan, including the Plan Supplement, as amended in accordance with the Plan, at a hearing held on April 3, 2018. PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to any amended proposed Cure Cost of an Executory Contract or Unexpired Lease as contemplated in the Plan Supplement is the date provided in the notice of proposed assumption and Cure Cost served upon the applicable counterparty. Any objection to the amended proposed Cure Cost must: (a be in writing; (b conform to the Bankruptcy Rules, the Local Bankruptcy Rules, and any orders of the Court; (c state, with particularity, the basis and nature of any objection to the Plan or Cure Cost and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d be filed with the Court (contemporaneously with a proof of service and served upon the following parties so as to be actually received on or before the specified deadline: 2
Case 17-12906-CSS Doc 617 Filed 04/23/18 Page 3 of 5 Co-Counsel to the Debtors Attn: Joshua Sussberg, P.C. Attn: Aparna Yenamandra, Esq. Attn: Rebecca Blake Chaikin, Esq. 601 Lexington Avenue New York, New York 10022 Attn: Domenic E. Pacitti, Esq. Attn: Michael W. Yurkewicz, Esq. 919 N. Market Street, Suite 1000 Attn: Morton Branzburg, Esq. 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 U.S. Trustee THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE Attn: Richard L. Schepacarter, Esq. 844 King Street, Suite 2207 Counsel to the Creditors Committee COOLEY LLP Attn: Cathy Hershcopf, Esq. Attn: Seth Van Aalten, Esq. Attn: Ian Shapiro, Esq. Attn: Michael Klein, Esq. 1114 Avenue of the Americas New York, New York 10035 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP Attn: Jennifer R. Hoover, Esq. Attn: Kevin M. Capuzzi, Esq. 222 Delaware Avenue Counsel to the DIP ABL Agent and the Prepetition ABL Agent MORGAN, LEWIS & BOCKIUS LLP Attn: Julia Frost-Davies, Esq. Attn: Amelia C. Joiner, Esq. One Federal St. Boston, Massachusetts 02110 RICHARDS, LAYTON & FINGER, P.A. Attn: Mark D. Collins, Esq. Attn: David T. Queroli, Esq. 920 North King Street Counsel to the DIP Term Loan Agent COVINGTON & BURLING LLP Attn: Ronald Hewitt, Esq. 620 Eighth Avenue New York, New York 10018 PEPPER HAMILTON LLP Attn: David Fournier, Esq. Hercules Plaza, Suite 5100 1313 Market Street, P.O. Box 1709 Counsel to the Ad Hoc Group of Term Loan Lenders PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Attn: Jeff Saferstein, Esq. Attn: Adam Denhoff, Esq. Attn: Sharad Thaper, Esq. 1285 Avenue of the Americas New York, New York 10019 YOUNG CONAWAY STARGATT & TAYLOR, LLP Attn: Pauline K. Morgan, Esq. Attn: M. Blake Cleary, Esq. Rodney Square, 1000 North King Street 3
Case 17-12906-CSS Doc 617 Filed 04/23/18 Page 4 of 5 PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, the Amended Plan Supplement, the Second Amended Plan Supplement, or related documents, you should contact Rust Consulting/Omni Bankruptcy, the solicitation agent retained by the Debtors in the Chapter 11 Cases (the Solicitation Agent, by: (a calling the Debtors restructuring hotline at 844-452-2141 (toll free; (b visiting the Debtors restructuring website at: http://www.omnimgt.com/charmingcharlie/solicitation; (c writing to Charming Charlie Holdings Inc. et al. Claims Processing, Rust Consulting/Omni Bankruptcy, 5955 De Soto Avenue, Suite 100, Woodland Hills, California 91367; and/or (d emailing charmingcharlie@omnimgt.com. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.deb.uscourts.gov. ARTICLE IX OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE IX.C. CONTAINS A THIRD- PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER. THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE SOLICITATION AGENT. [Remainder of page intentionally left blank] 4
Case 17-12906-CSS Doc 617 Filed 04/23/18 Page 5 of 5 Dated: April 23, 2018 /s/ Domenic E. Pacitti Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989 Michael W. Yurkewicz (DE Bar No. 4165 919 N. Market Street, Suite 1000 Telephone: (302 426-1189 Facsimile: (302 426-9193 -and - Morton Branzburg (admitted pro hac vice 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215 569-2700 Facsimile: (215 568-6603 -and- Joshua A. Sussberg, P.C. (admitted pro hac vice Christopher T. Greco (admitted pro hac vice Aparna Yenamandra (admitted pro hac vice 601 Lexington Avenue New York, New York 10022 Telephone: (212 446-4800 Facsimile: (212 446-4900 -and- James H.M. Sprayregen, P.C. 300 North LaSalle Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Co-Counsel for the Debtors and Debtors in Possession 5