2024-12-20 Notice of Hearing (received 2025-01-09)SRF 83661
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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In re: )
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NUMBER HOLDINGS, INC. et al., 1 )
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Debtors. )
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Chapter 11
Case No. 24-10719 (JKS)
(Jointly Administered)
Hearing Date: January 24, 2025, at 10:00
a.m. (ET)
Objections Due: January 17, 2025, at 4:00
p.m. (ET)
Re: D.I. 1612
NOTICE OF ORDER (I) APPROVING THE DISCLOSURE STATEMENT ON AN
INTERIM BASIS FOR SOLICITATION PURPOSES ONLY; (II) ESTABLISHING
PROCEDURES FOR SOLICITATION AND TABULATION OF VOTES TO
ACCEPT OR REJECT THE PLAN; (III) APPROVING THE FORM OF BALLOTS
AND SOLICITATION PACKAGES; (IV) ESTABLISHING THE VOTING
RECORD DATE; (V) SCHEDULING A COMBINED HEARING FOR FINAL
APPROVAL OF THE ADEQUACY OF INFORMATION IN THE DISCLOSURE
STATEMENT AND CONFIRMATION OF THE PLAN; AND (VI) GRANTING
RELATED RELIEF
PLEASE TAKE NOTICE OF THE FOLLOWING:
On December 20, 2024, the above -captioned debtors and debtors in possession (the
"Debtors") filed the Disclosure Statement for Joint Chapter 11 Plan of Number Holdings, Inc,,
and its Debtor Affiliates [D.I. 1613] (as amended, supplemented or otherwise modified from time
to time, according to its terms, the "Disclosure Statement") with respect to the Joint Chapter 11
Plan of Number Holdings, Inc., and its Debtor Affiliates [D.I. 1613-1] (as amended, supplemented
or otherwise modified from time to time, according to its terms, the "Plan"). The Disclosure
Statement has been approved on an interim basis by order of the United States Bankruptcy Court
for the District of Delaware (the "Court") [D.I. 1612] (the "Interim Approval and Procedures
1
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: (i) Number Holdings, Inc. (1463); (ii) 99 Cents Only Stores LLC (1605); (iii) 99 Cents
Only Stores Texas, Inc. (1229); (iv) 99 Cents PropCo LLC (7843); (v) 99 Cents HoldCo LLC (3987); and (vi)
Bargain Wholesale LLC (8030). The Debtors' mailing address is 10105 E Via Linda, Ste 103 PMB 1207,
Scottsdale, AZ 85258.
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Order")2 for use by the Debtors in soliciting acceptances or rejections of the Plan from holders of
Impaired Claims entitled to vote on the Plan. Copies of the Disclosure Statement, the Plan, and
the Interim Approval and Procedures Order may be obtained free of charge (a) by accessing the
Debtors' restructuring website maintained by Kroll Restructuring Administration LLC (the
"Voting Agent") at https://cases.ra.kroll.com/99only; (b) by writing to Number Holdings, Inc.
Ballot Processing Center c/o Kroll Restructuring Administration LLC, 850 3rd Avenue, Suite 412,
Brooklyn, NY 11232; (c) by email to 99onlyInfo@ra.kroll.com with a reference to "99 Cents.
Solicitation" in the subject line; or (d) by telephone at (844) 712-1933 (U.S./Canada, toll -free) or
+1 (646) 777-2513 (international, toll); or for a fee via PACER at http://ecf.deb.uscourts.gov.
Only holders of Claims in Classes 4 and 5 (the "Voting Classes") are entitled to vote to
accept or reject the Plan because they are impaired and entitled to receive a distribution under the
Plan. Holders of Claims in Classes 1 ,2, and 3 are unimpaired and presumed to accept the Plan.
Holders of Claims and Interests in Classes 6, 7, and 8 are impaired and deemed to reject the Plan
because they are not entitled to a recovery under the Plan.
Pursuant to the Interim Approval and Procedures Order, the Court approved the use of
certain materials in the solicitation of votes to accept or reject the Plan and certain procedures for
the tabulation of such votes. If you are a holder of a Claim in a Voting Class as of December 11,
2024 (the "Voting Record Date"), you will soon receive a ballot to vote to accept or reject the Plan
(a `Ballot"). The Ballot will include instructions for its completion.
The deadline by which Ballots accepting or rejecting the Plan (or Master Ballots reflecting
the votes cast by such Ballots) must be actually received by the Voting Agent is January 17, 2025,
at 4:00 p.m., at 4:00 p.m. (Prevailing Eastern Time) (the "Voting Deadline"). For your vote to
be counted, your Ballot or Master Ballot must be properly completed, signed, and returned so that
it is actually received by the Voting Agent before the Voting Deadline (as it may be extended in
writing by the Debtors). Master Ballots must be returned by (a) first-class mail (using the reply
envelope provided herewith or otherwise), (b) overnight courier, or (c) hand delivery to Number
Holdings, Inc. Ballot Processing, c/o Kroll Restructuring Administration LLC, 850 3rd Avenue,
Suite 412, Brooklyn, NY 11232. In addition, Class 4 Master Ballots and "pre -validated"
Beneficial Holder Ballots may be submitted via email to 99onlyBallots@ra.kroll.com, which shall
be the only acceptable method of electronic submission for such Class 4 Ballots and Class 5 Ballots
will be accepted if properly completed through the online balloting portal maintained by the Voting
Agent. If you are a holder of a Class 5 Claim, you are eligible to submit a Ballot electronically.
If you wish to do so, please visit the following web address and follow the instructions on that
web address: https://cases.ra.kroll.com/99only/EBallot-Home. Any failure to follow the
instructions included with the Ballot, or to return a properly completed Ballot so that it is
actually received by the Voting Agent by the Voting Deadline, may disqualify such Ballot
and vote on the Plan.
If you wish to challenge the allowance or disallowance of your Claim for voting purposes
under the Tabulation Procedures, you must file a motion, pursuant to Bankruptcy Rule 3018(a),
for an order temporarily allowing your Claim in a different amount or classification for purposes
2 Capitalized terms used but not defined herein are defined in the Plan or the Interim Approval and Procedures
Order, as applicable.
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of voting to accept or reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on
the Debtors so that it is received no later than January 10, 2025, at 4:00 p.m. (Prevailing Eastern
Time). The Debtors, or any other party in interest, shall have until January 17, 2025, at 11:59
p.m. (Prevailing Eastern Time) to file and serve any responses to such motion. Replies, if any,
shall be filed no later than January 21, 2025, at 4:00 p.m. (Prevailing Eastern Time). Unless
the Court orders otherwise, your Claim will not be counted for voting purposes in excess of the
amount determined in accordance with the Tabulation Procedures until your Rule 3018 Motion has
been approved by the Court.
A hearing to consider final approval of the adequacy of disclosures in the Disclosure
Statement pursuant to section 1125 of the Bankruptcy Code and confirmation of the Plan pursuant
to section 1129 of the Bankruptcy Code (the "Combined Hearing") is scheduled to take place on
January 24, 2025, at 10:00 a.m. (Prevailing Eastern Time) before the Honorable J. Kate
Stickles, but may be continued from time to time without further notice other than by filing a notice
on the docket of these Chapter 11 Cases.
The deadline for filing objections to final approval of the Disclosure Statement or
confirmation of the Plan is January 17, 2025, at 4:00 p.m. (Prevailing Eastern Time). Any
objection must (a) be in writing, (b) comply with the Bankruptcy Rules and the Local Rules, and
(c) be filed with the Court and served upon the following parties: (a) counsel to the Debtors, (i)
Milbank LLP, 55 Hudson Yards, New York, NY 10001, Attn: Dennis F. Dunne
(ddunne@milbank.com); Michael W. Price (mprice@milbank.com); Lauren C. Doyle
(ldoyle@milbank.com); Brian Kinney (bkinney@milbank.com), and (ii) Morris, Nichols, Arsht &
Tunnell LLP, 1201 N. Market Street, 16th Floor, P.O. Box 1347, Wilmington, Delaware 19899-
1347, Attn: Robert J. Dehney, Sr. (rdehney@morrisnichols.com), Matthew O. Talmo
(mtalmo@morrisnichols.com), and Jonathan M. Weyand (jweyand@morrisnichols.com); (b)
counsel to the DIP Agent, DIP Lender, and FILO Agent, Proskauer Rose LLP, Eleven Times
Square, New York, NY 10036, Attn: David M. Hillman (dhillman@proskauer.com); (c) counsel
to the ABL Facility Agent, Sidley Austin LLP, One South Dearborn, Chicago, IL 60603, Attn:
Dennis M. Twomey (dtwomey@sidley.com) and Jackson T. Garvey (jgarvey@sidley.com), and
350 South Grand Avenue, Los Angeles, CA 90071, Attn: Anna Gumport (agumport@sidley.com);
(d) counsel to the Ad Hoc Group of 2026 Noteholders, Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, NY 10153, Attn: Jeffrey D. Saferstein (jeffrey.saferstein@weil.com) and
Chase Bentley (chase.bentley®weil.com); (e) counsel to certain 2026 Noteholders, Paul, Weiss,
Riflcind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019, Attn:
Brian S. Hermann (bhermann@paulweiss.com) and Brian Bolin (bbolin@paulweiss.com);(f) the
U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Rosa Sierra -
Fox (rosa.sierra-fox@usdoj.gov); and (g) counsel for the Committee, Pachulski Stang Ziehl &
Jones LLP, 919 N. Market Street, 17th Floor, PO Box 8705, Wilmington, DE 19801-80705
(Courier 19801), Attn: Bradford J. Sandler (bsandler@pszjlaw.com), Robert J. Feinstein
(rfeinstein@pszjlaw.com), Steven W. Golden (sgolden@pszjlaw.com), and Colin R. Robinson
(cobinson@pszjlaw.com) (collectively, the "Notice Parties").
Summary of Key Dates. A table summarizing the key dates described in this notice is
included below for ease of reference:
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': T. r1. •.'z , . Summary of Key Dates
Event
Date
Voting Record Date
December 11, 2024
Deadline to Serve Combined Hearing Notice
and Notice of Non -Voting Status
One (1) business day after entry of the
Interim Approval and Procedures Order
(or as soon as reasonably practicable
thereafter)
Solicitation Deadline
Three (3) business days after entry of
the Interim Approval and Procedures
Order (or as soon as reasonably
practicable thereafter)
Publication Deadline
Five (5) business days after the
Solicitation Deadline (or as soon as
reasonably practicable thereafter)
Deadline to File Rule 3018 Motions
January 10, 2025, at 4:00 p.m. (ET)
Plan Supplement Deadline
January 10, 2025, at 11:59 p.m. (ET)
Deadline to Object to Confirmation of Plan
and Final Approval of Adequacy of Disclosure
Statement
January 17, 2025, at 4:00 p.m. (ET)
Deadline to Object to Rule 3018 Motions
January 17, 2025, at 11:59 p.m. (ET)
Voting Deadline
January 17, 2025, at 4:00 p.m. (ET)
Deadline for Reply in Support of Rule 3018
Motions
January 21, 2025, at 4:00 p.m. (ET)
Deadline to File Reply in Support of
Disclosure Statement and Plan
January 21, 2025, at 4:00 p.m. (ET)
Combined Hearing
January 24, 2025, at 10:00 a.m. (ET)
EXHIBIT 1 ATTACHED HERETO SETS FORTH THE INJUNCTION, EXCULPATION
AND RELEASE PROVISIONS SET FORTH IN SECTION X OF THE PLAN. EACH OF
THE RELEASING PARTIES ARE DEEMED TO PROVIDE THE RELEASES
CONTAINED IN SECTION X OF THE PLAN, AS SET FORTH ON EXHIBIT 1,
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN.
Binding Nature of the Plan:
If confirmed, the Plan will bind all holders of Claims and Interests to the maximum extent
permitted by applicable law, whether or not such holder will receive or retain any property
or interest in property under the Plan, has filed a Proof of Claim in these cases, failed to
vote to accept or reject the Plan, or voted to reject the Plan.
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Dated: December 20, 2024 MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Wilmington, Delaware
/s/Matthew O. Talmo
Robert J. Dehney, Sr. (No. 3578)
Matthew O. Talmo (No. 6333)
Jonathan M. Weyand (No. 6959)
Casey B. Sawyer (No. 7260)
1201 N. Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: rdehney@morrisnichols.com
mtalmo@morrisnichols.com
jweyand@morrisnichols.com
csawyer@morrisnichols.com
- and —
MILBANK LLP
Dennis F. Dunne, Esq. (admittedpro hac vice)
Michael W. Price, Esq. (admittedpro hac vice)
Lauren C. Doyle, Esq. (admittedpro hac vice)
Brian Kinney, Esq. (admitted pro hac vice)
55 Hudson Yards
New York, New York 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: ddunne@milbank.com
mprice@milbank.com
ldoyle@milbank.com
bkinney@milbank.com
Co -Counsel for Debtors in Possession
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Exhibit 1 to the Combined Hearing Notice
RELEASES, EXCULPATIONS AND INJUNCTIONS
A. Exculpation
From the Petition Date through the Effective Date, the Exculpated Parties shall
neither have nor incur any liability to any Entity. No Holder of a Claim or Interest, no other
party in interest and none of their respective Representatives shall have any right of action
against any Exculpated Party for any act taken or omitted to be taken on or before the
Effective Date in connection with, related to or arising out of the Debtors' chapter 11 cases,
the Debtors, the Estates, the negotiation, consideration, formulation, preparation,
dissemination, implementation, Confirmation or consummation of the Plan, the Disclosure
Statement, the DIP Agreement, the Final DIP Order, the Asset Sales, the Sale Order, or any
other transactions proposed or consummated in connection with these cases or the Plan, any
Distributions made under or in connection with the Plan or any contract, instrument, release
or other agreement or document created or entered into or any other act taken or omitted to
be taken in connection with the Plan or the obligations assumed thereunder. The provisions
of Section X.A of the Plan shall have no effect, however, on: (i) the liability of any Entity
that would otherwise result from the failure to perform or pay any obligation under the Plan
or any contract, instrument, release or other agreement or document to be entered into or
delivered in connection with the Plan; and (ii) the liability of any Exculpated Party that is
the result of any act or omission of such Exculpated Party or its Representative that is
determined by a Final Order to have constituted gross negligence, fraud or willful
misconduct. This exculpation shall be in addition to, and not in limitation of, all other
releases, indemnities, exculpations and any other applicable law or rules protecting the
Exculpated Parties from liability.
B. Releases
1. Release by the Debtors
Without limiting any other applicable provisions of the Plan, as of the Effective Date,
for good and valuable consideration, the adequacy of which is hereby confirmed, to the
fullest extent permitted by law, the Debtors, on behalf of themselves, their Estates, their
respective Representatives and any and all persons and Entities who may purport to claim
by, through, for, or because of them, shall forever and irrevocably release, waive and
discharge all claims and Causes of Action that they have, had or may have against any
Released Party based on or relating to, or in any manner arising from, in whole or in part,
any of the Debtors, the Estates, the Debtors' chapter 11 cases, or the negotiation,
consideration, formulation, preparation, dissemination, implementation, Confirmation or
consummation of the Plan, the Disclosure Statement, or any other transactions proposed or
consummated in connection with these cases, including the Plan, the Disclosure Statement,
the DIP Agreement, the Final DIP Order, the Asset Sales, the Sale Order, the Notes
Settlement, and any other transaction implemented pursuant to or consistent with the
foregoing, any Distributions, any contract, instrument, release or other agreement or
document created or entered into or any other act taken or omitted to be taken in connection
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with the Plan or the obligations assumed thereunder. The provisions of Section X.B.1 of the
Plan shall not affect: (a) the liability of any Released Party that is the result of any act or
omission determined in a Final Order to have constituted gross negligence, fraud or willful
misconduct; or (b) any rights to enforce the Plan or any contracts, instruments, releases,
agreements or documents entered into or delivered in connection with the Plan.
2. Release by Holders of Claims
Without limiting any other applicable provisions of the Plan, as of the Effective Date,
for good and valuable consideration, the adequacy of which is hereby confirmed, including
the services of the Released Parties to facilitate the resolution of these cases, to the fullest
extent permitted by law, each (i) Holder of a Claim that returns a Ballot in accordance with
the instructions set forth thereon or enters into a settlement with the Debtors with respect to
their Claim and its treatment under the Plan, and does not opt -out of the release contained
in this Section X.B.2 by checking the opt -out box on the Ballot indicating that such Holder
opts not to grant the releases provided in the Plan and (ii) Releasing Party, shall be deemed
to forever and irrevocably release, waive and discharge all claims or causes of action that
such Holder has, had or may have against any Released Party based on or relating to, or in
any manner arising from, in whole or in part, any of the Debtors, the Estates, the Debtors'
chapter 11 cases, or the negotiation, consideration, formulation, preparation, dissemination,
implementation, Confirmation or consummation of the Plan, the Disclosure Statement, or
any other transaction proposed or consummated connection with these cases, including the
Plan, the Disclosure Statement, the DIP Agreement, the Final DIP Order, the Asset Sales,
the Sale Order, the Notes Settlement and any other transaction implemented pursuant to or
consistent with the foregoing, any Distributions, any contract, instrument, release or other
agreement or document created or entered into or any other act taken or omitted to be taken
in connection with the Plan or the obligations assumed thereunder. The provisions of this
Section X.B.2 shall not affect: (a) the liability of any Released Party that is the result of any
act or omission determined in a Final Order to have constituted gross negligence, fraud or
willful misconduct; or (b) any rights to enforce the Plan or any contracts, instruments,
releases, agreements or documents entered into or delivered in connection with the Plan.
Nothing in the Plan discharges, releases, precludes, or enjoins: (a) any liability to any
governmental unit that is not a Claim; (b) any Claim of a governmental unit arising after the
Effective Date; (iii) any police or regulatory liability to a governmental unit on the part of
any Entity as the owner or operator of property after the Effective Date; or (iv) any liability
to a governmental unit on the part of any Entity other than the Debtors. Nothing in the Plan
shall enjoin or otherwise bar a governmental unit from asserting or enforcing, outside this
Court, any liability described in the preceding sentence. Nothing in the Plan divests any
tribunal of any jurisdiction it may have to adjudicate any defense based on the Plan
provision.
C. Injunction
Upon entry of the Confirmation Order, all holders of Claims and Interests and other
parties in interest, along with their respective Representatives, shall be enjoined from taking
any actions to interfere with the implementation or Consummation of the Plan.
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Except as expressly provided in the Plan, the Confirmation Order, or another Final
Order of the Bankruptcy Court or as agreed to by the Debtors, the Post -Confirmation
Debtors, and/or the Liquidating Trust, and a holder of a Claim or Interest, all Persons and
Entities who have held, hold, or may hold Claims, Interests, or causes of action that have
been released, discharged, or are subject to exculpation pursuant Section X of the Plan (the
"Released and Exculpated Claims") are permanently enjoined, on and after the Effective
Date, from taking any of the following actions against, as applicable, the Debtors, the
Liquidating Trust, the Liquidating Trustee, the Post -Confirmation Debtors, the Exculpated
Parties, the Released Parties, and/or the Plan Administrator: (i) commencing, conducting,
or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of
any kind (including, without limitation, any proceeding in a judicial, arbitral, administrative
or other forum) on account of or in connection with or respect to any such Claims, Interests,
or causes of action; (ii) enforcing, levying, attaching (including, without limitation, any
prejudgment attachment), collecting, or otherwise recovering by any manner or means,
whether directly or indirectly, any judgment, award, decree, or order on account of or in
connection with or respect to any such Claims, Interests, or causes of action; (iii) creating,
perfecting, or otherwise enforcing in any manner, directly or indirectly, any encumbrance
of any kind on account of or in connection with or respect to any such Claims, Interests, or
causes of action; (iv) asserting any right of setoff (except to the extent exercised prepetition),
directly or indirectly, against any obligation due from the Debtors, the Liquidating Trust or
the Post -Confirmation Debtors, or against property or interests in property of any of the
Debtors, Liquidating Trust, or the Post -Confirmation Debtors except as contemplated or
allowed by the Plan; and (v) acting or proceeding in any manner, in any place whatsoever,
that does not conform to or comply with the provisions of the Plan.
The benefit of the injunctions in Section X.0 of the Plan shall extend to any successors
of the Released Parties, and their respective property and interests in property.
D. Term of Injunctions or Stays
Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions
or stays arising under or entered during the pendency of these cases under section 105 or 362
of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until the later of the Effective Date and the date indicated in
the order providing for such injunction or stay.
Definitions related to the Releases, Exculpations and Injunctions under the Plan:
1. "Exculpated Parties" means, collectively and individually, (a) the Debtors and (b)
the Creditors' Committee and its members, and (c) Representatives of the Persons
identified in (a) and (b) to the extent they are estate fiduciaries, solely in their
respective capacities as such.
2. "Released Parties" collectively and individually, and, in each case, solely in their
capacity as such, means: (a) the Debtors; (b) the Estates, (c) the Creditors'
Committee and its members, (d) the DIP Agent and the DIP Lenders, (e) the
Prepetition ABL Agent and the Prepetition Lenders, (f) the Prepetition FILO Agent,
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(g) the Senior Notes Agent, (h) Holders of the Senior Notes, (i) all Holders of
Claims who grant the releases provided by the Plan, and (j) the Representatives of
each of the parties enumerated in the preceding clauses (a)-(i); provided that any
Entity that objects to the releases provided by the Plan and any of such Entity's
Representatives shall not be a Released Party.
3. "Releasing Parties" means, collectively and individually, and, in each case, solely
in their capacity as such: (a) the Estates, (b) the Creditors' Committee and its
members, (c) the DIP Agent and the DIP Lenders, (d) the Prepetition ABL Agent
and the Prepetition Lenders, (e) the Prepetition FILO Agent, (f) the Senior Notes
Agent, (g) the members of the Ad Hoc Group of Senior Noteholders, and (h) the
Representatives of each of the parties enumerated in the preceding clauses (a)-(g).
4. "Representatives" means, with respect to any Entity, such Entity's successor,
predecessor, officer, director, partner, limited partner, general partner, shareholder,
manager, management company, investment manager, Affiliate, employee, agent,
attorney, advisor, investment banker, financial advisor, accountant or other
professional of such Entity on or after the Petition Date, in each case, solely in their
respective capacities as such.
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