Document Page 1 of 7 LOWENSTEIN SANDLER LLP Kenneth A. Rosen, Esq. Steven M. Skolnick, Esq. S. Jason Teele, Esq. Nicole Stefanelli, Esq. Shirley Dai, Esq. Anthony De Leo, Esq. 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 (Telephone) (973) 597-2400 (Facsimile) Proposed Counsel to the Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: Kid Brands, Inc., et al., 1 Debtors. Chapter 11 Case No. 14 22582 ( ) (Joint Administration Requested) DEBTORS MOTION FOR AN ORDER (I) GRANTING THE DEBTORS AN EXTENSION OF TIME TO FILE THEIR LIST OF CREDITORS AND (II) AUTHORIZING THE DEBTORS AND/OR THEIR AGENT TO (A) PREPARE CONSOLIDATED LISTS OF CREDITORS AND INTEREST HOLDERS IN LIEU OF A MAILING MATRIX, (B) FILE A CONSOLIDATED LIST OF THE DEBTORS 30 LARGEST UNSECURED CREDITORS, AND (C) MAIL INITIAL NOTICES The above-captioned debtors and debtors-in-possession (collectively, the Debtors ), by and through their proposed counsel, submit this motion (the Motion ) for entry of an order substantially in the form submitted herewith, (i) granting the Debtors an extension of time to file their list of creditors, and (ii) authorizing the Debtors and/or their agent to (a) prepare 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number, are: Kid Brands, Inc. (5337); Kids Line, LLC (0448); Sassy, Inc. (9722); I&J Holdco, Inc. (1543); LaJobi, Inc. (1450); CoCaLo, Inc. (3844); and RB Trademark Holdco, LLC (0611). The Debtors corporate headquarters are located at 301 Route 17 North, 6th Floor, Rutherford, New Jersey 07070. R6497/16 06/18/2014 30037566.2
Document Page 2 of 7 consolidated lists of creditors and interest holders in lieu of a mailing matrix, (b) file a consolidated list of the Debtors 30 largest unsecured creditors, and (c) mail initial notices, as well as granting related relief. In support of this Motion, the Debtors submit the Declaration in Support of Chapter 11 Petitions and First Day Pleadings (the First Day Declaration ), filed contemporaneously herewith, and respectfully state as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Reference to the Bankruptcy Court Under Title 11 dated as of September 18, 2012 (Simandle, C.J.). Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. The statutory predicates for the relief requested herein are sections 105(a) and 521(a)(1) of title 11 of the United States Code (the Bankruptcy Code ), Rule 1007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and the applicable Local Bankruptcy Rules for the United States Bankruptcy Court for the District of New Jersey (the Local Rules ). BACKGROUND 3. On the date hereof (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases ). 4. 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. As of the filing of this Motion, no trustee, examiner or creditors committee has been requested or appointed. 5. Additional background facts surrounding the commencement of these Chapter 11 Cases are more fully described in the First Day Declaration. -2-
Document Page 3 of 7 RELIEF REQUESTED 6. By this Motion, the Debtors seek an extension of time to file a list of creditors (the Creditor Matrix ), authority to prepare a consolidated list of creditors and interest holders in lieu of a mailing matrix, authority to mail and serve initial notices through the Debtors proposed claims and noticing agent, Rust Consulting/Omni Bankruptcy (the Notice and Claims Agent ), and authority to file a consolidated list of the Debtors 30 largest unsecured creditors. The Debtors will provide a copy of the Creditor Matrix to the Clerk of this Court (the Clerk ) and the Office of the United States Trustee for the District of New Jersey (the U.S. Trustee ). BASIS FOR RELIEF A. Extension of Time to File the Creditor Matrix 7. Pursuant to section 521 of the Bankruptcy Code, Bankruptcy Rule 1007(a)(1) and Local Rule 1007-2, a debtor is required to file with the petition a Creditor Matrix containing the names of each entity included or to be included on the debtor s schedules D, E, F, G and H. 8. Bankruptcy Rule 1007(a)(5) provides that the time for filing the Creditor Matrix and other lists set forth in Bankruptcy Rule 1007(a) may be extended on motion for cause shown and upon notice to the U.S. Trustee, any statutory committee, or as otherwise directed by the Court. 9. Though the Bankruptcy Rules do not define cause, there is adequate cause to grant the extension requested herein. The Debtors have approximately 700 creditors and other parties-in-interest. Given that the Debtors may not have received or entered into their financial system all pre-petition invoices, and their use of a third party manager to manage their operations, the Debtors list of creditors and other parties to be included on their schedules is not complete at this time and would not be accurate if filed with their petitions. 10. Notwithstanding the foregoing, the current list of the consolidated Debtors 30 largest unsecured creditors is being filed simultaneously with their petitions. -3-
Document Page 4 of 7 11. In light of the size and complexity of the Debtors operations, and the extent of the information necessary to prepare the Creditor Matrix, the Debtors seek an order extending their time for filing the Creditor Matrix for an additional 30 days through and including August 1, 2014. The Debtors estimate that such an extension will provide them sufficient time to prepare and file the Creditor Matrix and will not significantly hinder or delay the process of these Chapter 11 Cases, nor will it prejudice any creditor or grant any unfair advantage to the Debtors. B. Authority to Prepare Consolidated Lists of Creditors and Interest Holders in Lieu of a Mailing Matrix 12. In light of the size and complexity of the Debtors operations, the Debtors submit that they cannot easily comply with the mandates of Bankruptcy Rule 1007 and Local Rule 1007-2, and that compiling the information contained in books, records and documents relating to numerous creditors and a multitude of transactions into the form of a mailing matrix would impose an enormous administrative and economic burden on the Debtors estates. 13. Pursuant to section 342(a) of the Bankruptcy Code and Bankruptcy Rules 2002(a) and (f), as soon as practicable after the Petition Date, the Debtors will furnish a consolidated list of creditors and other interested parties to their Notice and Claims Agent for the purpose of serving notice of commencement of Chapter 11 Cases. 14. Relief similar to that requested in this Motion has been granted in comparable chapter 11 cases in this circuit and elsewhere. See, e.g., In re Dots, LLC, Case No. 14-11016 (DHS) (Bankr. D.N.J. Jan. 24, 2014); In re The Brooklyn Hospital Center, Case No. 05-26990 (CEC) (Bankr. E.D.N.Y. Nov. 3. 2005); In re Saint Vincents Catholic Medical Centers of New York, Case No. 05-14945 (Bankr. S.D.N.Y. July 14, 2005); In re Tower Automotive, Inc., Case No. 05-10578 (ALG) (Bankr. S.D.N.Y. Feb. 3, 2005); In re New York United Hospital Medical Center, Case No. 04-23889 (ASH) (Bankr. S.D.N.Y. Dec. 17, 2004); In re Parmalat USA Corp., Case No. 04-11139 (RDD) (Bankr. S.D.N.Y. Feb. 25, 2004); In re Harvard Indus., Inc., Case No. 02-50584 (KCF) (Bankr. D.N.J. Jan. 15, 2002). -4-
Document Page 5 of 7 15. Accordingly, the Debtors respectfully request the Court waive the requirements of Bankruptcy Rule 1007 and Local Rule 1007-2 and grant the Debtors authority to prepare consolidated lists of creditors and interest holds in lieu of a mailing matrix. C. Authorization to Mail and Serve Initial Notices 16. To alleviate the administrative and economic burdens that these Chapter 11 Cases may impose upon the Court and the Clerk s office, the Debtors also propose that the Notice and Claims Agent undertake all mailings directed by this Court, the U.S. Trustee or as required by the Bankruptcy Code or Bankruptcy Rules. 17. The Notice and Claims Agent will, among other things, notify all parties on the Creditor Matrix of the filing of the Debtors petition and the date, time and location for the first meeting of creditors, pursuant to section 341 of the Bankruptcy Code, as well as assist the Debtors, to the extent necessary, in compiling the Creditor Matrix in a form acceptable to the Court and to enable efficient service on all parties-in-interest. 18. Because the Notice and Claims Agent will work closely with the Debtors, the authorization to mail initial notices will facilitate notice in the event of any amendments to the Creditor Matrix and will ensure that all creditors and parties-in-interest receive timely and proper notice of hearings, bar dates and other deadlines. D. Authorization to File a Consolidated List of the 30 Largest Unsecured Creditors 19. Pursuant to Bankruptcy Rule 1007(d), a Chapter 11 debtor must file with its voluntary petition a list setting forth the names, addresses, and claim amounts of the creditors, excluding insiders, which hold the 20 largest unsecured claims in the debtor s case. This list is primarily used by the U.S. Trustee to evaluate the types and amounts of unsecured claims against a debtor and thus identify potential candidates to serve on an official committee of unsecured creditors appointed in a debtor s case pursuant to section 1102 of the Bankruptcy Code. 2 2 The purpose of the separate list of 30 largest creditors required by this provision in the rules is to enable the clerk to identify members and the court to appoint immediately an unsecured creditors committee in compliance with 11 U.S.C. 1102(a)(1)). In re Dandy Doughboy Donuts, Inc., 66 BR. 457, 458 (Bankr. S.D. Fla. 1986); see also 9 COLLIER ON -5-
Document Page 6 of 7 20. The Debtors submit that a single consolidated list of their combined 30 largest unsecured creditors in these Chapter 11 Cases would be more reflective of the body of unsecured creditors that have the greatest stake in these Chapter 11 Cases than separate lists for each of the Debtors. Therefore, the Debtors respectfully request authorization to file a single consolidated list of their 30 largest unsecured creditors in these Chapter 11 Cases (the Consolidated Top 30 List ). WAIVER OF MEMORANDUM OF LAW 21. Because the legal points and authorities upon which this Motion relies are incorporated herein and do not raise any novel issues of law, the Debtors respectfully request that the requirement of the service and filing of a separate memorandum of law pursuant to Local Rule 9013-2 be deemed waived. NO PRIOR REQUEST 22. No previous motion for the relief sought herein has been made to this or to any other court. NOTICE 23. Notice of this Motion has been given to (i) the Office of the United States Trustee for the District of New Jersey; (ii) the Debtors consolidated thirty largest unsecured creditors; (iii) counsel for the Prepetition Senior Lender and DIP Lender, c/o Choate, Hall & Stewart LLP, Attn: John F. Ventola, Esq., Two International Place, Boston, MA 02110; (iv) those parties listed on the Debtors Core Service List; and (v) those parties who have filed a notice of appearance and request for service of pleadings in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. BANKRUPTCY 1007.5 (Lawrence P. King, et. al. eds., 15th ed. 2001) ( [T]he larger [unsecured creditor] list and information about the claims of the creditors on the list enables the U.S. Trustee to determine the different types of claims existing in order to assure that a fully representative committee is appointed. ). -6-
Document Page 7 of 7 WHEREFORE, the Debtors respectfully request that this Court: (i) enter an order, substantially in the form submitted herewith, granting the relief requested herein; and (ii) grant the Debtors such other and further relief as the Court deems just and proper. Dated: June 18, 2014 Respectfully submitted, LOWENSTEIN SANDLER LLP /s/ S. Jason Teele Kenneth A. Rosen, Esq. Steven M. Skolnick, Esq. S. Jason Teele, Esq. Nicole Stefanelli, Esq. Shirley Dai, Esq. Anthony De Leo, Esq. 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 (Telephone) (973) 597-2400 (Facsimile) Proposed Counsel to the Debtors and Debtors-in-Possession -7-
Case 14-22582 Doc 6-1 Filed 06/18/14 Entered 06/18/14 21:04:55 Desc Proposed Order Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-2(c) LOWENSTEIN SANDLER LLP Kenneth A. Rosen, Esq. Steven M. Skolnick, Esq. S. Jason Teele, Esq. Nicole Stefanelli, Esq. Shirley Dai, Esq. Anthony De Leo, Esq. 65 Livingston Avenue Roseland, New Jersey 07068 (973) 597-2500 (Telephone) (973) 597-2400 (Facsimile) Proposed Counsel to the Debtors and Debtors-in-Possession In re: Kid Brands, Inc., et al., 1 Debtors. Chapter 11 Case No. 14 22582 ( ) (Joint Administration Requested) ORDER (I) GRANTING THE DEBTORS AN EXTENSION OF TIME TO FILE THEIR LIST OF CREDITORS AND (II) AUTHORIZING THE DEBTORS AND/OR THEIR AGENT TO (A) PREPARE CONSOLIDATED LISTS OF CREDITORS AND INTEREST HOLDERS IN LIEU OF A MAILING MATRIX, (B) FILE A CONSOLIDATED LIST OF THE DEBTORS 30 LARGEST UNSECURED CREDITORS, AND (C) MAIL INITIAL NOTICES ORDERED. The relief set forth on the following pages, numbered 2 through 3, is hereby 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s tax identification number, are: Kid Brands, Inc. (5337); Kids Line, LLC (0448); Sassy, Inc. (9722); I&J Holdco, Inc. (1543); LaJobi, Inc. (1450); CoCaLo, Inc. (3844); and RB Trademark Holdco, LLC (0611). The Debtors corporate headquarters are located at 301 Route 17 North, 6th Floor, Rutherford, New Jersey 07070. R6497/16 06/18/2014 30037649.2
Case 14-22582 Doc 6-1 Filed 06/18/14 Entered 06/18/14 21:04:55 Desc Proposed Page: 2 Order Page 2 of 3 Debtors: Kid Brands, Inc., et al. Case No.: 14 22582 ( ) Caption: Order (I) Granting the Debtors an Extension of Time to File Their List of Creditors and (II) Authorizing the Debtors and/or Their Agent to (A) Prepare Consolidated Lists of Creditors and Interest Holders in Lieu of a Mailing Matrix, (B) File a Consolidated List of the Debtors 30 Largest Unsecured Creditors, and (C) Mail Initial Notices Upon consideration of the motion (the Motion ) 2 of the above captioned debtors and debtors-in-possession (collectively, the Debtors ) for entry of an order (i) granting the Debtors an extension of time to file their list of creditors, and (ii) authorizing the Debtors and/or their agent to (a) prepare consolidated lists of creditors and interest holders in lieu of a mailing matrix, (b) file a consolidated list of the Debtors 30 largest unsecured creditors, and (c) mail initial notices; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Reference to the Bankruptcy Court Under Title 11 dated as of September 18, 2012 (Simandle, C.J.); and venue being proper in this Court pursuant to 28 U.S.C. 1408 and 1409; and this matter being a core proceeding under 28 U.S.C. 157(b)(2); and notice of the Motion being sufficient under the circumstances; and it appearing that no other or further notice need be provided; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Debtors are hereby granted an extension of time of 45 days, through and including August 1, 2014, to file the Creditor Matrix, pursuant to Bankruptcy Rule 1007(a) and Local Rule 1007-2, without prejudice to the Debtors right to seek further extensions of this time period by the filing of a motion on appropriate notice. a mailing matrix. 3. The Debtors are authorized to file a consolidated list of creditors in lieu of 4. The Debtors (or their agents) are hereby authorized to mail the initial 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.
Case 14-22582 Doc 6-1 Filed 06/18/14 Entered 06/18/14 21:04:55 Desc Proposed Page: 3 Order Page 3 of 3 Debtors: Kid Brands, Inc., et al. Case No.: 14 22582 ( ) Caption: Order (I) Granting the Debtors an Extension of Time to File Their List of Creditors and (II) Authorizing the Debtors and/or Their Agent to (A) Prepare Consolidated Lists of Creditors and Interest Holders in Lieu of a Mailing Matrix, (B) File a Consolidated List of the Debtors 30 Largest Unsecured Creditors, and (C) Mail Initial Notices notices including, but not limited to, the notice of the filing of the Debtors petition and the notice of the date, time and location for first meeting of creditors pursuant to section 341(a) of the Bankruptcy Code to the parties on the Creditor Matrix. 5. The requirement set forth in Local Rule 9013-2 that any motion or other request for relief be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion or otherwise waived. 6. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 7. This Court shall retain exclusive jurisdiction to hear and decide any and all disputes related to or arising from the implementation, interpretation and enforcement of this Order.