Declarationof Christopher W. McGarry Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York (related document(s) 1 ) filed by Ray C Schrock on behalf of The Great Atlantic & Pacific Tea Company, Inc.. (Schrock, Ray) (Entered: 07/20/2015)
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WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Garrett A. Fail
Proposed Attorneys for Debtors
and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re
:
:
THE GREAT ATLANTIC & PACIFIC TEA
:
COMPANY, INC., et al.,
:
:
1
Debtors.
:
:
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Chapter 11
Case No. 15-23007 (RDD)
(Joint Administration Pending)
DECLARATION OF CHRISTOPHER W. MCGARRY
PURSUANT TO RULE 1007-2 OF THE LOCAL BANKRUPTCY
RULES FOR THE SOUTHERN DISTRICT OF NEW YORK
I, Christopher W. McGarry, make this declaration under 28 U.S.C. § 1746:
1.
I am the Chief Restructuring Officer (âCROâ) of The Great Atlantic &
Pacific Tea Company, Inc. (âGreat Atlanticâ) and its affiliated debtors and debtors in
possession in the above-captioned chapter 11 cases (collectively, the âDebtorsâ or âA&Pâ). I
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtorâs federal tax identification
number, are as follows: 2008 Broadway, Inc. (0986); The Great Atlantic & Pacific Tea Company, Inc. (0974); A&P
Live Better, LLC (0799); A&P Real Property, LLC (0973); APW Supermarket Corporation (7132); APW
Supermarkets, Inc. (9509); Bormanâs, Inc. (9761); Delaware County Dairies, Inc. (7090); Food Basics, Inc. (1210);
Kwik Save Inc. (8636); McLean Avenue Plaza Corp. (5227); Montvale Holdings, Inc. (6664); Montvale-Para
Holdings, Inc. (2947); Onpoint, Inc. (6589); Pathmark Stores, Inc. (9612); Plainbridge LLC (5965); Shopwell,
Inc.(3304); Super Fresh Food Markets, Inc. (2491); The Old Wine Emporium of Westport, Inc. (0724); Tradewell
Foods of Conn., Inc. (5748); and Waldbaum, Inc. (8599). The international subsidiaries of The Great Atlantic &
Pacific Tea Company, Inc. are not debtors in these chapter 11 cases. The location of the Debtorsâ corporate
headquarters is Two Paragon Drive, Montvale, New Jersey 07645.
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was appointed as the CRO on July 19, 2015. As CRO, I report and provide strategic business
advice to A&Pâs Board of Directors and Chief Executive Officer in connection with the Debtorsâ
chapter 11 cases, and am responsible for carrying out the Debtorsâ chapter 11 strategy and
objectives described herein.
2.
On the date hereof (the âCommencement Dateâ), the Debtors each
commenced with this court (the âCourtâ) a voluntary case under chapter 11 of title 11 of the
United States Code (the âBankruptcy Codeâ). I am knowledgeable and familiar with the
Debtorsâ day-to-day operations, business and financial affairs, books and records, and the
circumstances leading to the commencement of these chapter 11 cases (the âChapter 11
Casesâ). I have been an A&P executive since 2006. I was a member of A&Pâs management
team during its prior chapter 11 case filed on December 12, 2010 (the â2010 Casesâ).
3.
Except as otherwise indicated herein, the facts set forth in this Declaration
are based upon my personal knowledge, my review of relevant documents, information provided
to me by employees working under my supervision, or my opinion based upon my experience,
knowledge, and information concerning the Debtorsâ operations and the supermarket industry. If
called upon to testify, I would testify competently to the facts set forth in this Declaration.
4.
This Declaration is submitted pursuant to Rule 1007-2 of the Local
Bankruptcy Rules for the Southern District of New York (the âLocal Rulesâ) for the purpose of
apprising the Court and parties in interest of the circumstances that compelled the
commencement of these Chapter 11 Cases and in support of the motions and applications that the
Debtors have filed with the Court, including the âfirst-day motionsâ (the âFirst-Day
Pleadingsâ). I am authorized to submit this Declaration on behalf of the Debtors.
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Section I provides an overview of the Debtors and these Chapter 11 Cases.
Section II describes the Sale Strategy (defined below). Section III describes the circumstances
that compelled the commencement of the Chapter 11 Cases. Section IV describes the Debtorsâ
businesses. Section V describes the Debtorsâ capital structure. Section VI provides a summary
of the First Day Pleadings and factual bases for the relief requested therein.
Section VII
identifies the attached schedules of information required by Local Rule 1007-2.
I.
Overview2
6.
The Debtors are one of the nationâs oldest leading supermarket and food
retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination
food and drug stores, and limited assortment food stores across six Northeastern states. The
Debtorsâ primary retail operations consist of supermarkets operated under a variety of wellknown trade names, or âbanners,â including A&P, Waldbaumâs, SuperFresh, Pathmark, Food
Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Debtors currently employ
approximately 28,500 employees, over 90% of whom are members of one of twelve local unions
whose members are employed by the Debtors under the authority of 35 separate collective
bargaining agreements (collectively, the âCBAsâ). As of February 28, 2015, the Debtors
reported total assets of approximately $1.6 billion and total liabilities of approximately $2.3
billion.
7.
The Debtors have commenced these Chapter 11 Cases to implement a
comprehensive asset sales strategy (the âSale Strategyâ). The Sale Strategy is the foundation of
these Chapter 11 Cases and is critical to maximizing recoveries for all creditors and preserving
thousands of jobs. Following an unsuccessful merger and acquisition process in 2014, the
2
Capitalized terms used but not defined in this overview section shall have the meanings assigned to them below.
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Debtors have refinanced their credit facilities and undertaken a strategic review process to find
the best path forward to save jobs and maximize value. Since March 2015, the Debtorsâ board
and management, with the assistance of the Debtorsâ advisors, have been actively engaged in an
extensive strategic review process to identify various alternatives for the Debtorsâ businesses,
including exploring the sale of assets.
In that regard, Evercore Group LLC, the Debtorsâ
investment bankers, actively marketed the Debtorsâ stores for going concern sales in an
organized prepetition bidding process, contacting over 30 potential buyers, including strategic
and financial buyers (the âTier I Sale Processâ).
8.
The Debtors received 8 bids as part of the Tier I Sale Process and, after
extensive negotiations with the bidders and deliberations with their advisors, have entered into
three stalking horse asset purchase agreements (collectively, the âAPAsâ). The stalking horse
bids provide for the going concern sale of 120 stores, which employ 12,500 employees, for an
aggregate purchase price of almost $600 million (the âStalking Horse Bidsâ). The Stalking
Horse Bids are each subject to higher or better offers in accordance with the global bidding
procedures described below. The Debtors are continuing to engage with other interested parties
as part of the sale process and expect to enter into many transactions for the sale of additional
stores on a going concern basis during these Chapter 11 Cases.
9.
Although the Tier I Sale Process has so far been successful, the Debtorsâ
strategic review process and the sale process have also confirmed to the Debtorsâ that their
businesses are not sustainable over the long term under the current cost structure. No bidder has
been willing to assume the Debtorsâ liabilitiesâin particular, the Debtorsâ substantial labor and
pension obligationsâin connection with a purchase of the Debtorsâ stores. To the contrary, the
stalking horse bidders and all other bidders in the Tier I Sale Process conditioned their purchase
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of the Debtorsâ assets free and clear of all liabilities, such as liabilities arising under or related to
the Debtorsâ collective bargaining agreements, including the multi-employer contribution and
withdrawal liabilities relating thereto. That being said, the Stalking Horse Bids all contemplate
negotiating with the Debtorsâ unions to reach agreements for employment with affected
employees. The Debtors are hopeful that consensual agreements may be reached with affected
unions.
10.
Given these and other considerations, the Debtors have concluded in the
exercise of their business judgment and as fiduciaries for all of the Debtorsâ stakeholders that the
best and only viable path to maximize the value of their business and preserve thousands of jobs
is a strategic chapter 11 filing to facilitate sales free and clear of liabilities. It is the Debtorsâ
judgment that if the Debtors cannot achieve free and clear sales within the required time periods
prescribed by the APAs and the debtor-in-possession financing agreement described below, all
of the value that has been created and preserved through the Debtorsâ prepetition strategic review
and marketing process will be destroyed, and the Debtors will be left with no choice but to
liquidate their business in a fire sale and piecemeal fashion.
11.
The Sale Strategy has been developed with great care, thought and
planning. Unlike other retail businesses whose demise is predetermined even before a chapter
11 filing, the Debtors have developed the Sale Strategy to drive value and offer the best
opportunity to preserve as many jobs and accomplish as many going concern sales of their stores
as possible. To that end, the Debtors have secured a fully-committed Junior Lien DIP Facility
(the âJunior Lien DIP Facilityâ) in the amount of $100 million from Fortress Credit Group
(âFortressâ).
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The Junior Lien DIP Facility is the result of the Debtorsâ robust
prepetition marketing efforts and negotiations with various potential lenders, and contains
competitive terms that are favorable to the company and its creditors. Accordingly, subject to
Court approval, the Debtors expect to soon have approximately $50 million in bank cash
available on their balance sheet and approximately $50 million in additional borrowing capacity
upon entry of an interim order approving the Junior Lien DIP Facility, and an additional $50
million upon entry of a final order approving the Junior Lien DIP Facility (such interim and final
orders, the âDIP Ordersâ). The Junior Lien DIP Facility, together with the consensual use of
cash collateral, should provide the Debtors with sufficient liquidity to implement the Sale
Strategy in an orderly and value-maximizing manner.
13.
While the Junior Lien DIP Facility provides the liquidity needed to carry
out the Sale Strategy, it cannot be emphasized enough that time is of the essence. Given the
significant costs associated with continued operations that are described more fully below, the
Junior Lien DIP Facility imposes strict milestones (the âDIP Milestonesâ) on the Debtors to
accomplish various objectives in a prompt and timely manner. In particular:
within 10 days of the Commencement Date, the Debtors must file a motion to
reject the 25 stores that are cash flow negative and have no real estate value
(the âInitial Closing Storesâ);
within 20 days of the Commencement Date, the Debtors must file a motion
(the âSale Motionâ) seeking entry of an order (the âBidding Procedures
Orderâ) approving bidding and auction procedures in connection with the
sale of the Debtors stores (with a minimum value of $275 million (excluding
inventory and scripts) (the â363 Salesâ);
within 45 days of the Commencement Date, the Court must have entered the
Bidding Procedures Order;
within 60 days of the Commencement Date, the Debtors must vacate premises
of each of the Initial Closing Stores;
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On or before October 15, 2015, the Court shall have entered orders approving
the 363 Sales (with a minimum value of $275 million (excluding inventory
and scripts) (the âSale Ordersâ); and
On or before October 30, 2015, the Debtors shall have consummated the 363
Sales, pursuant to a purchase agreement entered into among the Debtors and
the winning bidder(s) at the auctions.
14.
In addition to the DIP Milestones set forth above, the DIP financing is
conditioned on the modification of the Debtorsâ CBAs.
Specifically, the Junior Lien DIP
Facility requires that, within 30 days of the Commencement Date, the Debtors must reach
agreements with their collective bargaining units, including the collective bargaining units
applicable to the Initial Closing Stores, to implement store closing programs and other
accommodations needed to facilitate the Sale Strategy. To the extent the Debtors and the unions
do not reach agreement on these modifications within the requisite time frame, the Junior Lien
DIP Facility requires the Debtors to file a motion for temporary relief from the Court pursuant to
section 1113(e) of the Bankruptcy Code and to obtain entry of an order authorizing such relief
within 45 days of the Commencement Date.
15.
Additionally, on or prior to the date of the entry of any Sale Order, the
Debtors shall either (i) have reached agreements in good faith with representatives of their
collective bargaining units for relief from CBAs applicable to personnel of the stores subject to
such sale, or (ii) shall have obtained entry of an order by the Court authorizing relief pursuant to
section 1113(c) of the Bankruptcy Code.
16.
The Debtors are acutely aware that their businesses have been built not
only on the quality of the products they provide to consumers, but also on the service and
shopping experience delivered to their customer base, none of which would be possible without
the dedication of their employees. The Debtors have proudly employed thousands of individuals
in communities across the Northeast and the United States for more than 150 years and do not
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take lightly the fact that these employees and their families will bear a significant burden of these
Chapter 11 Cases. Indeed, since the 2010 Cases, the Debtors have sought, and they will continue
to seek, solutions where possible to mitigate the burden on the employees and preserve as many
jobs as possible.
The Debtors are committed to engaging in direct and comprehensive
negotiations with their unions and hope to achieve a consensual outcome with respect to the
CBAs.
17.
It is imperative that the parties cooperate with one another and that
negotiations be conducted as expeditiously as possible. While the Debtors are committed to
pursuing consensual resolutions with their unions where possible, if consensual resolutions
cannot be quickly achieved within the required deadlines imposed by the DIP Milestones and the
APAs, the Debtors will be required to commence proceedings under sections 1113 and 1114 of
the Bankruptcy Code to seek authority to implement both temporary and permanent
modifications to the CBAs on a unilateral basis. The Debtors believe that all constituents,
including the employees, will benefit from this chapter 11 proceeding over a fire sale liquidation
and, as a result, must maintain the timeline presented to achieve the necessary relief and
maximize value for all stakeholders.
II.
The Sale Strategy
18.
Generally, the Sale Strategy consists of: (i) the sale of core stores on a
going concern basis through an auction and sale process pursuant to section 363 of the
Bankruptcy Code led by the Stalking Horse Bids (subject to higher or better offers), (ii) the
going concern sale or rationalization of other stores and non-core assets on an ad hoc basis, and
(iii) the orderly wind-down of certain stores that a potential strategic buyer has not expressed
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interest in acquiring, including the immediate closure of approximately 25 stores that have
negative profitability and negative lease value.
19.
The Sale Strategy and the procedures developed by the Debtors, in
consultation with their advisors and primary stakeholders, are intended to provide the Debtors
flexibility to allow for the potential sale of additional stores on a going concern basis for the
highest and best value available. As noted, the Sale Strategy must be implemented quickly and
efficiently to maximize value.
20.
To implement the Sale Strategy in an optimal manner, the Debtors will file
three motions designed to permit a flexible and expeditious sale process:
Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 363 and 365 and Fed. R.
Bankr. P. 2002, 6004 and 6006 for Approval of: (I)(A) Global Bidding
Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale
Transactions and Sale Hearing, and (D) Assumption and Assignment
Procedures; and (II)(A) Purchase Agreements, (B) Sale of Certain of the
Debtorsâ Assets Free and Clear of Liens, Claims, Interests and
Encumbrances, and (C) Assumption and Assignment of Certain
Executory Contracts and Leases (the âTier I Global Sales Motionâ);
Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 363 and 365 and Fed. R.
Bankr. P. 2002, 6004 and 6006 for Approval of Global Sale and Lease
Rationalization Procedures (the âTier II Procedures Motionâ);
Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 363, 365 and 554 for
Approval of (I) Global Procedures for (A) Store Closings, (B) the
Expedited Sale, Transfer, or Abandonment of De Minimis Assets, and
(C) Rejecting Unexpired Nonresidential Real Property Leases, and (II)
Entry into a Liquidation Consulting Agreement (the âStore Closings
Motionâ).
21.
Collectively, the motions are designed to achieve maximum interest for
the Debtorsâ stores and other assets and to drive value for the Debtorsâ stakeholders. Without the
speed and flexibility afforded by the relief requested in the foregoing motions, it will be
extremely difficult, if not impossible, for the Debtors to successfully complete as many going
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concern sales as possible that will maximize and preserve value for the benefit of all
stakeholders. Each one of these motions is described below. A summary of the timeline
contemplated by the motions is attached as Exhibit A hereto.
A.
Tier I Global Sales Motion
22.
Pursuant to the Tier I Global Sales Motion, the Debtors seek approval of
uniform bidding and auction procedures (the âTier I Global Bidding Proceduresâ) for all of
their stores and related assets, including, but not limited to, the stores that are the subject of each
of the Stalking Horse Bids (the âTier I Processâ). Under the Tier I Global Bidding Procedures,
interested parties will have the opportunity to bid for any of the Debtorsâ stores, either
individually or on a package basis, whether or not a particular store or package of stores is
included in a Stalking Horse Bid. In order to top a Stalking Horse Bid, however, the Debtors
must have received bids that individually or in combination with other bids that include all of the
stores included in the Stalking Horse Bid are higher or better than such Stalking Horse Bid.
23.
In addition, during their negotiations with the Stalking Horse Purchasers,
the Debtors insisted that certain of the Debtorsâ stores have significant standalone value and
accordingly did not agree to stalking horse protections in the event of a higher or better bid or
bids for such stores. For example, the A&P store located in Mount Kisco, New York, is the
Debtorsâ best performing store with annual four-wall EBITDA of $9.2 million in fiscal year
2014. Based on their negotiations and discussions with interested bidders, the Debtors are
confident that there is significant interest in the Mount Kisco store and that it should generate
significantly greater value if auctioned on a standalone basis. Accordingly, although the Mount
Kisco store is part of a Stalking Horse Bid, parties in interest may submit a bid, and the Debtors
may conduct a separate auction, for just the Mount Kisco store without triggering a break-up fee
or expense reimbursement.
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Interested parties are requested to submit non-binding indications of
interest for any stores they may have an interest in purchasing by August 24, 2015, with final
bids to be submitted by September 11, 2015, all in accordance with the Tier I Global Bidding
Procedures. This will provide the Debtors the best available and most complete information on
the scope of interest for all of their stores in a timely and orderly fashion so the Debtors, in
consultation with their advisors and key stakeholders, can make informed decisions on the sale
of their stores. Under the Tier I Global Bidding Procedures, the Debtors will have the ability and
time to evaluate each of the bids, identify any overlap and conduct auctions as necessary to
maximize value for each of their stores and related assets.
25.
Given the current circumstances and the need for the Debtors to move as
quickly as possible, the Tier I Global Bidding Procedures set forth an expeditious bidding and
sale process with the following key proposed dates:
August 10, 2015: Hearing on motion to Approve Global Sale Procedures;
August 24, 2015: Global indication of interest date by which all
interested parties should contact the Debtors to indicate their interest in
any of the Debtorsâ stores.
September 11, 2015: Global Bid Deadline for any store or packages of
stores, whether or not such stores are included in a Stalking Horse Bid;
September 18, 2015: Selection and publication of baseline bids
September 24 â 25, 2015: Auction(s);
October 1, 2015: Sale Hearing.3
3
The foregoing is only a summary of certain provisions and dates in the Global Bidding Procedures. Bidders
potentially interested in any Tier I Stores should refer to the Global Bidding Procedures for a complete
understanding of the Tier I Process and deadlines applicable thereto.
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Tier II Procedures Motion
26.
The Debtors have an extremely valuable real estate portfolio. The Debtors
have engaged Hilco to provide real estate consulting services and to actively monetize their
valuable real estate portfolio. Specifically, Hilco has been retained to solicit interest in the
approximately 150 stores that are not currently the subject of a Stalking Horse Bid, plus any
stores included in the Tier 1 Process that are not sold during such process (collectively, the âTier
II Storesâ).
27.
To effectively market the Tier II Stores, negotiate and secure bids and
conduct auctions, if necessary, to elicit the highest and best offers within the compressed
timeline imposed by the DIP Milestones and Budget, all in order to maximize the value of the
Debtorsâ remaining real estate portfolio, the Debtors require flexibility to move as expeditiously
as possible. Accordingly, the Tier II Procedures Motion seeks authority for advance approval of
omnibus procedures that will permit the Debtors to solicit proposals, negotiate transactions,
provide break-up fee protections (if necessary and appropriate), hold auctions on an as-needed
basis and consummate the highest and best offer, all while protecting the due process rights of all
parties in interest and giving them and the Court a full and fair opportunity to review and
consider the proposed transaction.4
28.
In light of the sheer volume of Tier II Stores and the compressed timeline
under which the Debtors must act to maximize value, the Debtors believe that the Tier II Store
procedures are appropriate and provide the much-needed flexibility to maximize the value of the
Debtorsâ real estate portfolio. Interested parties will be given adequate notice of the proposed
4
The foregoing is only a summary of certain provisions and dates in the Tier II Procedures. Bidders potentially
interested in any Tier II Stores should refer to the Tier II Procedures in its entirety for a complete understanding of
the Tier II Process and deadlines applicable thereto.
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transactions without incurring the administrative costs and delay associated with separately
seeking Court approval for every single such transaction.
C.
Store Closings Motion
29.
By the Store Closings Motion, the Debtors seek to implement global
procedures to effectuate the closing of underperforming stores that are not or will not be sold
during the Tier I Process or the Tier II Process (the âTier III Storesâ). The Tier III Stores are
generally characterized as having negative âfour-wallâ EBITDA and leasehold value locations.
The Debtorsâ designed the Store Closing Procedures to provide them with an efficient
mechanism to effectively address the three main requirements for closing any of their stores.
The proposed Store Closing Procedures will provide the Debtors with the ability to liquidate
inventory and the furniture, fixtures and equipment, and to sell or transfer prescription drug
products and customer prescriptions (the âStore Closing Assetsâ) that are associated with the
Tier III Stores. The Store Closing Procedures will also provide the Debtors the ability to reject
burdensome leases and sell, transfer or abandon certain surplus, obsolete, non-core, or
burdensome assets without the need for a Court motion and hearing for each such action.
Essentially, pursuant to the Store Closing Motion, the Debtors will be able to do everything
needed to liquidate their assets and vacate a store, and surrender the lease.
30.
The relief requested in the Store Closing Motion is integral to maximizing
the value of the Debtorsâ estates and will permit the orderly closing of the Tier III Stores. Any
delay in implementing a store closing would be costly to the Debtors as they may be obligated to
pay expenses, including rent, as an administrative expense.
31.
Prior to the Commencement Date, the Debtors identified 25 Tier III Stores
(referred to as the Initial Closing Stores) (i) that have a negative 4-wall EBITDA; (ii) for which
no bids to acquire the store have been received after marketing; and (iii) that do not have a
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positive market value. The Initial Closing Stores contribute no value to the Debtorsâ balance
sheet and will cost the Debtors approximately $20 million dollars in expense (inclusive of rent
and labor costs) for the remainder of Fiscal Year 2015 alone. They need to be closed and
vacated immediately to minimize further losses and costs associated therewith. In addition to the
significant savings obtained in rejecting the leases underlying the Initial Closing Stores,
however, the Debtors estimate that they will be able to recover approximately $48 million in
gross sale proceeds from liquidating the Store Closing Assets located at the Initial Closing
Stores.
D.
Modifying and Rejecting the CBAs
32.
As noted above, the successful implementation of the Sale Strategy
requires relief from CBA provisions that would preclude an orderly sale of the Debtorsâ
operations. Indeed, provisions such as bumping clauses and work guarantees cut at the very
heart of the Debtorsâ Sale Strategy by threatening the sale process and also by impeding their
ability to close stores when necessary. If the CBAs are not modified, either consensually or by
Court order in a timely fashion, the consequences could be catastrophic.
33.
The Debtors, or, where applicable, the Stalking Horse Bidders or other
purchasers for particular stores, will present proposals to the union representatives for each CBA.
If the parties cannot reach agreement on the necessary temporary relief on an expeditious basis
that aligns with DIP Milestones, the Debtors are required to file a motion pursuant to section
1113(e) of the Bankruptcy Code seeking immediate temporary relief from certain of their CBA
obligations.
The Debtors will make every effort to reach an agreement with respect to a
consensual rejection of each of their CBAs.
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III.
The Need for Chapter 11 Relief and the Events
Compelling the Commencement of These Chapter 11 Cases
34.
This is the Debtorsâ second bankruptcy in just five years. A&P previously
filed the 2010 Cases seeking to achieve an operational and financial restructuring. The 2010
Cases were difficult and challenging. Unfortunately, despite best efforts and the infusion of
more than $500 million in new capital in the 2010 Cases, A&P did not achieve nearly as much as
was needed to turn around its business and sustain profitability. For example, during the 2010
Cases, A&P decided against closing approximately 50-60 underperforming stores in their
supermarket portfolio in favor of preserving the jobs in those stores. Instead, A&P pursued a
financial restructuring and negotiated a reduction in labor and vendor costs to attempt to return
these stores to profitability. Those efforts have failed. Similarly, A&P did not seek to address its
multi-employer pension and certain other significant legacy obligations. These obligations have
been a drain on the Company for the entire post-emergence period. From February 2014 through
February 2015, A&P lost more than $300 million.
35.
In addition to their weak performance, the Debtorsâ businesses remain
plagued by other limitations that have prevented them from operating in an efficient and
profitable manner.
Among other things, most of the Debtorsâ CBAs contain âbumpingâ
provisions that require A&P to conduct layoffs by seniority, i.e., by terminating junior union
members before more senior members. Bumping provisions also have an inter-store component:
upon the closing of a store, terminated union employees are permitted to take the job of a more
junior employee at another store (resulting in the most junior employee at that store losing his or
her job). As a result, the closing of one store results in increased salariesâthe same high salaries
that may have in part precipitated the store closingâbeing transferred to another (possibly
profitable) store. In fact, the Debtors have continued to operate certain stores that regularly
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operate at a loss because continuing to operate such stores at a loss is less costly to A&P than the
bumping costs (combined with other âlegacyâ costs) that would be triggered by closing such
stores.
36.
The Debtorsâ deteriorating financial condition has also been compounded
by the fact that, since emerging from the 2010 Cases, their unsustainable cost structure has
prevented them from investing sufficiently in their businesses at a pivotal time in the competitive
grocery industry, when their peers were investing heavily in new stores and existing store
remodels, robust pricing initiatives, and were introducing technological advances and other
initiatives to customize and improve the consumer experience. For example, under its plan of
reorganization in the 2010 Cases, A&P was projected to invest over $500 million in capital
improvements during the ensuing 5-year period. Since emergence, due to insufficient capital and
declining operations, among other things, the Debtors have been able to deploy capex at scarcely
more than half that rate. As a result, many of the Debtorsâ stores have remained outdated and/or
underinvested, making it difficult to attract and retain new customers during a crucial time of
rebranding and rebuilding.
37.
In addition to the historical pressures on their liquidity, as news of the
Debtorsâ continued financial challenges recently began to permeate throughout the market, a
number of the Debtorsâ suppliers and vendors began contacting management and demanding
changes in payment and credit terms. Certain of the Debtorsâ vendors have negotiated reduction
in trade terms while others have demanded that the Debtors pay cash in advance as a condition
for further deliveries. Although the Debtors have been working diligently with their advisors to
resolve open vendor issues and avoid supply chain interruption, the actions taken by these
vendors have further diminished the Debtorsâ cash position by approximately $24 million in the
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weeks prior to the Commencement Date. Furthermore, on July 14, 2015, C&S Wholesale
Grocers, Inc. (âC&Sâ) â the Debtorsâ primary supplier of approximately 65% of all goods â
issued a notice of default for non-payment of the $17 million deferred payment amount under
that certain Supply, Distribution and Related Services Agreement, dated as of May 29, 2011
between the Debtors and C&S (as amended and modified, the âC&S Agreementâ).
38.
In addition, on July 15, 2015, the ABL Agent (defined below) declared an
event of default under the ABL Credit Agreement (defined below) and issued a notice to the
Debtors accelerating the entire unpaid principal amount of the loans under the ABL Credit
Agreement, all interest accrued and unpaid thereon, and all other âObligations,â including,
without limitation, the âApplicable Prepayment Fee,â as each such term is defined in the ABL
Credit Agreement. Taken together, these challenges are the catalyst for the commencement of
these Chapter 11 Cases.
39.
The Sale Strategy is a proactive approach intended to maximize value for
all stakeholders and to preserve as many jobs as possible. With cash burn rates averaging $14.5
million during the first four periods of Fiscal Year 2015, the Debtors believed it was not only
prudent but necessary to commence these Chapter 11 Cases as the only viable alternative to
avoid a fire sale liquidation of the company. The Debtors have explored all possible alternatives
and pursued numerous strategies to âright the ship.â The last three years have demonstrated,
however, that the Sale Strategy is the only viable path forward.
A.
Post-Emergence Stabilization Efforts
40.
Upon emergence from the 2010 Cases, the Debtors had $93.3 million of
cash on their balance sheet and were prepared to invest in the growth of their business. In an
effort to distance their businesses from the specter of bankruptcy, the Debtors designed and
implemented an integrated marketing campaign intended to show customers that they had
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successfully emerged from bankruptcy and were prepared to move forward by offering highquality, localized products and enhanced services.
The campaign entailed temporary price
reductions and promotional advertising of the same through print, television, and radio. The
Debtorsâ investments did not, however, achieve the desired returns. Although the Debtorsâ
strategy drew more customers to their stores, such efforts were at the expense of margin income
and the Debtors were not building productive, long-lasting relationships with their customers.
Implementing a New Business Strategy
41.
The Debtorsâ thwarted attempts to attract and retain a new customer base
compounded with their lingering legacy obligations drove down sales throughout many of their
stores and negatively impacted their bottom line. During the first six months of fiscal year 2012,
the Debtors were losing approximately $28 million per month. In an effort to turnaround their
businesses, the Debtorsâ management team launched a business strategy intended to restore
stability and offset increasing post-restructuring liquidity pressures by scaling back the
temporary price reductions they had implemented in certain of their stores because such
reductions were showing diminishing marginal returns, setting up better controls over cash
management, and monetizing a number of their real estate assets. Over a period of six to ten
months, the Debtors generated over $200 million in asset sales, including sale leasebacks, while
only relinquishing a handful of stores. The proceeds from these sales were used largely to pay
down debt, while also giving the businesses with a slim liquidity buffer.
42.
The Debtorsâ business strategy showed signs of success and, by the end of
fiscal year 2013, the Debtors had $192 million in cash, EBITDA was in the range of $121
million, and four-wall EBITDA was approximately $228 million. Still, due to the increasing
competitive nature of the industry, during the same year, sales were down by 7.6% when
compared to the prior year.
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Exploring Strategic Alternatives
43.
After stabilizing their businesses during fiscal year 2013, the Debtorsâ
private equity owners began to evaluate potential strategic alternatives and, in Spring 2013, the
Debtors retained Credit Suisse AG (âCredit Suisseâ) to review such alternatives, including a
possible going concern sale of the company. Credit Suisse initiated contact with a number of
potential buyers and financial sponsors and marketed an equity-based sale of the company.
Although the Credit Suisse marketing process garnered meaningful interest in the Debtorsâ
assets, the Debtors did not receive a viable offer for the stock of the company. The Debtors and
their advisors ultimately determined that selling assets in smaller or one-off sales was not the
best way to maximize recoveries and protect the interest of stakeholders, including their
thousands of employees. Accordingly, plans to sell the Debtorsâ businesses were placed in a
state of suspension.
Refinancing Debt
44.
During the second half of 2014, it started to become evident that the
Debtorsâ unsustainable cost structure would continue drive down their overall financial health
and, accordingly, the Debtors explored ways to improve their liquidity position. To that end, the
Debtors arranged for the $300 million senior secured ABL Facility and the $270 million senior
secured Term Loan through an amendment and restatement of its existing senior secured term
loan. This refinancing enabled the Debtors to reduce their borrowing costs by 250 basis points
and provided them with much-needed operational and financial flexibility.
B.
Declining Financial Performance
45.
The Debtors continued to suffer declining revenues. The Debtors showed
a net loss of $305 million in Fiscal Year 2014, compared with a net loss of $68 million in Fiscal
Year 2013. The Debtors generated a negative EBIT of -1.9% of sales or $105 million in Fiscal
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Year 2014, compared to a positive EBIT of 1.1% of sales, or $62 million, in Fiscal Year 2013.
In 2014, the Debtors experienced a sales decline of approximately 6% when compared with
2013, and the trend continued into 2015.
46.
The Debtors determined that they may continue to lose up to $10 to 12
million in cash per period during 2015. Additionally, the recent tightening of vendor terms has
adversely affected working capital by approximately $24 million. Those situations would make
them unable to maintain sufficient liquidity to meet the minimum cash requirements during
2015. Based on preliminary projections, the Debtors expected EBITDA of approximately $40 to
$50 million in the 52 weeks ending February 29, 2016 (âFiscal Year 2015â). With maintenance
capital expenditures (approximately $35 million), higher cash contributions for workersâ
compensation payments than expense (approximately $17 million), pension contributions greater
than the actuarially-calculated book expenses (approximately $17 million), the tightening of
accounts payables terms (approximately $24 million) and an eroding sales base, the company
projected it would be unable to satisfy the $38 million in interest and principal due during Fiscal
Year 2015.
47.
Crippling Legacy Costs. Historically, the Debtorsâ legacy costs have not
been aligned with the operating reality of their businesses. The Debtorâ labor-related costs make
up 17.75% of sales while the total merchandising income before any warehousing/transportation
and operating expenses is 35.48% of sales. In addition, the Debtors remain party to a number of
leases that they have been unable to assign or terminate since emerging from the 2010 Cases, the
cost of which leases outweigh the profits generated by the applicable stores, including leases for
the Initial Closing Stores.
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Inflexible Collective Bargaining Agreements. In addition to mandating
direct labor costs, the CBAs contain a variety of different work rules that have functioned to
hamstring the Debtorsâ operations. For example, as stated above, most of the CBAs contain
âbumpingâ provisions that require the Debtors to hire employees from a closed store location at a
different nearby store and replace less senior employees at such store. Because any healthy store
in close proximity to a store that is closing must take on the increased costs of retaining more
senior level employees, âbumpingâ costs make it difficult and, in some cases, financially
impractical, to close unprofitable stores notwithstanding that such stores continue to strain the
Debtorsâ balance sheet. For instance, one of the Debtorsâ stores in Hackensack, New Jersey
loses approximately $4 million per year but, under the applicable CBA, closing that store would
require the Debtors to âbumpâ certain senior employees to a number of nearby storesâ
increasing labor costs by around $1.5 million per year. Preliminary analysis conducted by the
Debtorsâ advisors indicates that closing Initial Closing Stores alone could generate bumping
costs as high as almost $14.8 millionâmaking it more efficient to keep these stores open, absent
relief from such provisions pursuant to the MA& Strategy.
49.
Competitive Industry.
The Debtors also continue to face competitive
pressure within the supermarket industry. For the reasons set forth herein, upon emerging from
the 2010 Cases, the Debtors had a diminished capacity to invest in long-term capital projects.
Thus, as the Debtorsâ competitors realized new technology platforms, remodeled and enhanced
their stores, and implemented localization strategies geared toward tailoring each store to
specific neighborhood needs, the Debtors have not been able to invest in creating an operational
distinction between their various âbannersâ and tailor stores to customer needs.
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IV.
The Debtorsâ Businesses
A.
History and Formation
50.
A&P was founded in 1859. By 1878, The Great Atlantic & Pacific Tea
Company (A&P)âoriginally referred to as The Great American Tea Companyâhad grown to
70 stores. A&P introduced the nationâs first âsupermarketââa 28,125 square foot store in
Braddock, Pennsylvaniaâin 1936 and, by the 1940s, operated at nearly 16,000 locations. The
Tengelmann Group of West Germanyâs purchase A&P in 1979 precipitated an expansion effort
that led to the acquisition of, among others, a number of Stop & Shops in New Jersey, the Kohlâs
chain in Wisconsin, and Shopwell. Due to a series of operational and financial obstacles,
including high labor costs and fast-changing trends within the grocery industry, by 2006 A&P
had reduced its footprint to just over 400.
51.
In 2008, A&P acquired its largest competitor, Pathmark Stores, Inc., in an
effort to continue expanding its brand portfolio and, in doing so, became the largest supermarket
chain in the New York City area. A&P continued to experience significant liquidity pressures on
account of burdensome supplier contracts, overwhelming labor costs, and other significant
legacy obligations. Moreover, A&P had become highly leveraged and was unable to operate as a
profitable company. Accordingly, on December 12, 2010, A&P and certain of its subsidiaries
and affiliates (the â2010 Debtorsâ) commenced the 2010 Cases.
B.
The 2010 Cases
52.
The 2010 Debtors confirmed a plan of reorganization in March 2012 to
implement an organizational and financial restructuring.5
A key component of the
reorganization plan was the new money investment of debt and equity totaling $493.3 million by
5
An order closing the only remaining 2010 Case was entered on March 31, 2015.
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certain holders of A&Pâs prepetition notes and certain affiliates of The Yucaipa Companies LLC
(âYucaipaâ and, together with the prepetition noteholders, the âInvestorsâ).
53.
The 2010 Cases facilitated, among other things, (i) rationalizing the
Debtorsâ store footprint by closing and/or selling a number of unprofitable and non-core store
locations; (ii) replacing costly and outdated supply and logistics arrangements with new
agreements better-tailored to their revised store footprint; and (iii) negotiating a modest reduction
of their unsustainably high labor expenditures. These initiatives were expected to revitalize
A&Pâs businesses and generate material savings that would then permit the company to thrive
within the competitive grocery industry.
C.
The Debtorsâ Current Business Operations
54.
A&P emerged from bankruptcy in March 2012 as a smaller, privately-held
company, operating approximately 300 supermarkets, combination food and drug stores, beer,
wine and liquor stores, and limited assortment food stores in Connecticut, Delaware, Maryland,
New Jersey, New York, and Pennsylvania. As of the Commencement Date, the Debtors operate
under a variety of well-known trade names, or âbanners,â across the Northeastern United
Statesâincluding, A&P (87 stores), Food Basics (10 stores), Pathmark (101 stores), Superfresh
(22 stores), The Food Emporium (11 stores), and Waldbaums (48 stores). Nineteen of the
Debtors conduct active operations or otherwise hold material assets; the remaining Debtor
entities are inactive.
55.
The Debtors maintain their headquarters in Montvale, New Jersey. As of
the Commencement Date, the Debtors employ approximately 28,500 employees, including
approximately 20,000 part-time employees. Approximately 93% of the Debtorsâ workforce is
unionized and the Debtors are party to 35 CBAs with 12 different local union affiliates. Each
CBA was separately negotiated and governs key aspects of the Debtorsâ relationships with its
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unionized employees, including, among other things, work rules, bumping rights, notice
requirements, severance pay, work guarantees, seniority, wages and benefits, right to strike, and
successorship.
56.
The Debtorsâ operating cash flow depends on their ability to provide
customers with high volumes of fresh, high quality, food, beverage, pharmaceutical, and other
products without interruption. The Debtorsâ stores offer a broad variety of branded and private
label packaged or âshelf stableâ foods, as well as fresh and frozen produce, meat, seafood, dairy,
and general merchandise. Many of the Debtorsâ supermarkets include in-store bakeries, delis,
floral departments, and fresh meat and seafood counters, and in-store pharmacies. The Debtors
experience a high turnover of inventory due to the perishability of certain merchandise that must
be replaced quickly to satisfy customer demand and ensure that the Debtorsâ shelves do not
suddenly go barren.
57.
In the 53 weeks ending February 28, 2015 (âFiscal Year 2014â), the
Debtors reported approximately $5.5 billion in sales and gross profit of $2.0 billion.
The
Debtors reported aggregate adjusted EBITDA of $46 million over this same period, but due to
their disproportionately high cost structure, the Debtors lost approximately $305 million during
Fiscal Year 2014 as a result of depreciation, amortization, interest expense and other operating
costs associated with supporting 297 stores with a declining sales base.
D.
The Debtorsâ Cost Structure
58.
The Debtorsâ cost structure includes certain high fixed and variable costs
that have historically driven down their profit margins, including employee and labor related
costs, workersâ compensation liabilities, trade costs, and real estate leases and related costs. The
cost of doing business for the Debtors also includes, without limitation, costs pertaining to
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freight delivery, purchasing and receiving, warehouse inspection, advertising, software purchase
and use, and other related items.
Employee/Labor Related Costs
59.
Labor & Pension: The Debtorsâ CBAs mandate increases in employee
benefits that are unsustainable given the Debtorsâ current financial situation. Pursuant to the
CBAs, the Debtors are required to contribute to (i) a Company-sponsored single employer
pension plan, entitled The Great Atlantic & Pacific Tea Company, Inc. Pension Plan (the âA&P
Planâ), (ii) a single employer pension plan sponsored by a joint board of trustees and
administered by a local United Food and Commercial Workers union, entitled the New YorkNew Jersey Amalgamated Pension Plan for A&P Employees (âAmalgamated Planâ), (iii) a
Company-sponsored multiple employer pension plan that covers collectively-bargained
employees of an unaffiliated entity, entitled the Pathmark Stores, Inc. Pension Plan (the
âPathmark Planâ), and (iv) 12 multiemployer pension plans. The Debtors also participate in 13
different multiemployer health and welfare funds that provide medical, pharmacy, dental, vision,
and/or other ancillary benefits to active employees and retirees, as determined by each plan.6
60.
Typically, the Debtors contribute to the multiemployer plans according to
negotiated algorithms based on amounts per employee per week, amounts for each hour worked,
or percentages of compensation. The expenses for the 12 multiemployer pension plans totaled
approximately $31.4 million in Fiscal Year 2014, and are projected to be $33.6 million in Fiscal
Year 2015.
The expenses for the 13 multiemployer health and welfare funds totaled
approximately $96.3 million in Fiscal Year 2014, and are projected to be $104.3 million in Fiscal
Year 2015. The Debtors contributed an aggregate amount of $14.6 million to their single6
The multiemployer plans are defined benefit plans. A&P also contributes to certain defined contribution
multiemployer plans, such as annuity plans, that are not referenced herein.
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employer plans in Fiscal Year 2014, and projected annual contributions for Fiscal Year 2015 to
the A&P Plan, the Pathmark Plan, and the Amalgamated Plan are estimated at $9.9 million, $0,
and $2 million, respectively.
61.
The CBAs also mandate wage increases each year irrespective of sales.
The companyâs average hourly wage increased from $16.41 in Fiscal Year 2013 to $16.65 in
Fiscal Year 2014 and to an expected $16.85 in Fiscal Year 2015, an increase of 2.7%. The labor
rate (as a percent of sales) increased from 13.46% in Fiscal Year 2013 to 14.07% in Fiscal Year
2014 to an expected 14.78% in Fiscal Year 2015, an increase of 9.8%.
62.
Workersâ Compensation Liabilities: Due to the nature of the Debtorsâ
businesses, at any given time, the Debtors have substantial liabilities on account of workersâ
compensation claims. The Debtors maintain third-party workersâ compensation insurance for 28
of their stores (the âThird-Party Insured Programsâ). The Debtors self-insure for workersâ
compensation claims for the remainder of their stores (the âSelf-Insured Programsâ and,
together with the Third-Party Insured Programs, the âWorkersâ Compensation Programsâ).
On a per claim basis, the Debtorsâ maximum exposure is $750,000 under all of their Workersâ
Compensation Programs, whether they are insured by a third party or self-insured. The Debtors
estimate that the pay approximately $840,000 per week on account of workersâ compensation
claims.
To secure payment of the Debtorsâ obligations under the Workersâ Compensation
Programs, the Debtors are required to post collateral in the form of letters of credit, surety bonds,
or other security in various amounts based upon the size of the Debtorsâ operations in a particular
state and the Debtorsâ loss experience in that state.
As of the Commencement Date, the
aggregate amount of outstanding collateral posted by the Debtors in support of their Workersâ
Compensation Programs is approximately $187 million.
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Other Operating Costs
63.
Trade: The Debtors rely on a broad network of hundreds of vendors to
supply their merchandise, including suppliers of fresh dairy, meat and seafood products, and
branded and private label food processors. A majority of vendors conduct business with the
Debtors on an invoice-by-invoice basis and are paid on prearranged terms.
As of the
Commencement Date, the Debtors estimate that approximately $140 million of trade debt is due
and outstanding, the majority of which related to goods and services provided to the Debtors in
the 20 days prior to the Commencement Date. The foregoing amount does not include amounts
owed to C&S.
64.
C&S supplies approximately 65% the majority of merchandise sold in the
Debtorsâ stores and is the Debtorsâ largest unsecured creditor. As part of their restructuring in
the 2010 Cases, the Debtors rejected their then-existing agreement with C&S and replaced it
with the C&S Agreement. The C&S Agreement includes a more favorable and flexible cost
structure than the prior agreement and was projected to result in approximately $50 million in
annual savings. Because the Debtors have been unable to meet their projections, the actual cost
savings on account of the C&S Agreement have been significantly less than anticipated. As of
the Commencement Date, the Debtors owe C&S approximately $22 million in connection with
merchandise delivered prior to the Commencement Date, and approximately $17 million as a
Daily Deferred Payment Amount (as defined in the C&S Agreement).
65.
Real Estate Lease Obligations: The Debtors operate primarily in leased
facilities and, in the ordinary course of business, the Debtors maintain over 300 real property
leases. The Debtorsâ lease obligations consist of capital leases, operating leases, and long-term
real estate liabilities. As of the Commencement Date, the Debtors estimate that over 100 of their
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property leases have remaining terms of over 20 years. The Debtors estimate that they incurred
approximately $270 million on lease-related expenses in Fiscal Year 2014 and that their
aggregate outstanding lease obligations total approximately $1.9 billion.
E.
The Grocery Industry
66.
The Debtors operate in a highly competitive industry with significant
pricing pressures and competitors that have more advanced technology and certain cost
advantages. The grocery retailing industry is characterized by local, regional, and national
competitors operating on slim profit margins. Since emerging from the 2010 Cases, the Debtors
have continued to face competitive challenges from mass merchandisers, warehouse clubs, drug
stores, dollar stores, and convenience stores. The Debtorsâ in-store pharmacy operations also
continue to face competition from mail order and internet-based prescription processors, as well
as traditional brick-and-mortar pharmacies. Additionally, in recent years, there has been an
explosive growth in demand for natural, organic, and gluten-free goods. This changing operating
environment has been compounded by falling producer and retail food prices, and competitorsâ
increased willingness to engage in price-based competition. The Debtorsâ deteriorating financial
condition has also cut into the financial flexibility required to invest in their business and, as a
result, they have fallen behind with respect to technology and other related areasâplacing the
Debtors at a competitive disadvantage when compared to their traditional and non-traditional
peers.
V.
Corporate and Capital Structure
A.
Corporate Structure
67.
As the Debtors are privately-held companies, none of the Debtorsâ equity
securities have been publicly-traded since emerging from the 2010 Cases. Montvale is the direct
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corporate parent of Great Atlantic and A&P Live Better, LLC. Great Atlantic is the direct or
indirect corporate parent of each of the remaining Debtors. Montvaleâs principal stockholder is
Mount Kellett Capital Partners LP (âMt. Kellettâ) directly and/or through its subsidiaries or
affiliates. As of the Commencement Date, Mt. Kellett, directly and/or through its subsidiaries,
owned 77.27% of the Montvaleâs common stock and Yucaipa, directly and/or through its
subsidiaries, owned 22.73% of the Debtorsâ common stock. An organizational chart illustrating
the corporate structure of the Debtors is annexed hereto as Exhibit âB.â
68.
As stated above, I am the CRO for each of Debtors. I am also the Chief
Administrative Officer and Executive Vice President of Montvale and Great Atlantic and the
Vice President and Secretary for the other Debtor entities. The remainder of the Debtorsâ senior
management team consists of the following individuals:
â¢
â¢
â¢
â¢
â¢
â¢
â¢
Paul Hertz, Chief Executive Officer
Tim Carnahan, Chief Financial Officer and Treasurer
Brian Fitzpatrick, Chief Operating Officer7
Nirup Krishamurthy, Chief Strategy Officer
Eric Kanterman, Chief Merchandizing Officer
Richard Angelillo, Chief Information Officer
Matthew Bennett, General Counsel and Secretary
69.
Additional information regarding the Debtorsâ senior management team is
set forth in Schedule 10 annexed hereto.
B.
Capital Structure
70.
As set forth in the table below, as of the Commencement Date, the
Debtors have outstanding funded debt obligations consisting of (i) approximately $198 million in
senior lien secured borrowings under the Debtorsâ ABL Facility, (ii) approximately $262.5
million in principal amount of senior secured borrowings under the Debtorsâ Term Loan Facility;
7
On the Commencement Date, Mr. Fitzpatrick was the Chief Operating Officer. His last day with A&P is July 20,
2015. Eric Kanterman will assume the role of Chief Operating Officer.
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(ii) a face amount of $215 million of secured PIK Toggle Notes, and (iii) a face amount of $250
million of secured Convertible Notes.
Principal Balance
Secured Debt
ABL Facility
$198 million
(letters of credit)
Term Loan Facility
71.
$262.5 million
PIK Toggle Notes
$215 million
Convertible Notes
$250 million
The Debtors are party to an intercreditor agreement setting forth priorities
and certain consent rights, dated as of March 13, 2012 (as amended, the âIntercreditor
Agreementâ), with Wells Fargo Bank, National Association (âWells Fargoâ)8 as agent for the
ABL Facility and the Term Loan, and U.S. Bank National Association, as trustee for the PIK
Toggle Notes and the Convertible Notes.
72.
Because the Debtors are privately-held, they are not subject to the
information disclosure requirements of the Securities Exchange Act of 1934, as amended.
Accordingly, the Debtors do not file annual, quarterly, or current reports or any other financial
information with the Securities and Exchange Commission.
C.
Senior Debt â The ABL Facility and Term Loan Facility
73.
The Term Loan Facility and the ABL Facility (each as defined below) are
herein referred to as the âSenior Debt.â The Senior Debt was incurred as part of a refinancing
the Debtors completed on September 17, 2014 in an effort to reduce borrowing costs and
improve their liquidity position.
The Debtorsâ obligations under the Senior Debt are
collateralized by first-priority âcriss-crossâ liens on all of the Debtorsâ assets (with certain
specified exceptions) including, but not limited to, all accounts, goods, documents, instruments,
8
As successor in interest to JPMorgan Chase Bank, N.A.
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equipment, inventory, fixtures, letters of credit, investment property, intellectual property,
commercial tort claims, general intangibles, deposit accounts, and any other personal property of
the Debtors (the âCommon Collateralâ). The âTerm Priority Collateralâ includes all leased
properties of the Debtors, equipment, all equity interests in A&P Real Property, LLC and certain
other related assets. The âABL Priority Collateralâ includes all Common Collateral that is not
âTerm Priority Collateral.â
The ABL Facility
74.
On March 12, 2012, upon emerging from the 2010 Cases, the Debtors
borrowed $15.2 million from their then-existing asset-based revolver and later repaid that
amount in 2012. On September 17, 2014, the Debtors entered into that certain Amended and
Restated Senior Secured Revolving Credit Agreement (the âABL Credit Agreementâ) with
Wells Fargo, as agent, letter of credit issuer, and swing line lender, and lenders from time to time
party thereto providing the Debtors with an asset-based revolving credit facility in an amount up
to $300 million, subject to a borrowing base formula (the âABL Facilityâ).
75.
Up to $225 million of the ABL Facility is available for issuances of letters
of credit and any such issuance of letters of credit reduce the amount available under the ABL
Facility on a dollar for dollar basis. Up to $20 million of the ABL Facility is available for swing
line loans. Availability under the ABL Credit Agreement is capped by a borrowing base, which
is calculated based on certain percentages of the value of the Debtorsâ inventory and receivables
and subject to certain reserves and sub-limits.
September 17, 2019.
The ABL Credit Agreement matures on
As of the Commencement Date, letters of credit in the amount of
approximately $198 million had been issued and outstanding under the ABL Facility.
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The Term Loan Facility
76.
On September 17, 2014, Great Atlantic, together with its subsidiaries and
Montvale, as guarantor, also refinanced their then-existing term loan facility that was issued
upon emergence from the 2010 Cases, and entered into that certain Amended and Restated
Senior Secured Term Credit Agreement (as thereafter amended or modified from time to time,
the âTerm Loan Credit Agreementâ) with Wells Fargo, as administrative and collateral agent,
and GB Credit Partners, LLC, as syndication agent, Wells Fargo and Credit Suisse Securities, as
joint lead arranges and joint book runners and lenders from time to time party thereto. The Term
Loan Credit Agreement provides the Debtors with $270 million in total availability (the âTerm
Loan Facilityâ) through (i) a $75 million âTranche Aâ term loan and (ii) a $195 million
âTranche Bâ term loan. The Term Loans bears interest on the outstanding principal amount at a
rate per annum equal to the Adjusted LIBO Rate plus 3.45% in the case of the âTranche Aâ term
loan and the Adjusted LIBO Rate plus 8.85% in the case of the âTranche Bâ term loan and
accrue from the date such loans were advanced or obligations incurred. Interest on the Term
Loans is payable monthly.
77.
The Term Loan Facility matures on September 17, 2019 (the âTerm Loan
Termination Dateâ). In accordance with the Term Loan Credit Agreement, the Debtors pay the
aggregate principal amount of all outstanding loans under the Credit Agreement in consecutive
equal quarterly installments of $2.5 million on the last day of each February, May, August, and
November. The final principal repayment installment of the loans is due and payable on the
Term Loan Termination Date.
78.
As of the Commencement Date, approximately $262.5 million in principal
amount is due under the Term Loan Facility. The Debtors are current on all of their obligations
owed under the Term Loan Facility.
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PIK Notes
79.
In connection with A&Pâs emergence from the 2010 Cases, on March 13,
2012, Montvale entered into an Indenture (the âPIK Toggle Indentureâ) with U.S. Bank
National Association, as trustee and collateral agent, pursuant to which Montvale issued a face
amount of $215 million of Senior Secured PIK Toggle Notes due 2017 (the âPIK Notesâ) in a
private offering exempt from, or not subject to, the registration requirements under the Securities
Act of 1933, as amended (the âSecurities Actâ). The PIK Notes are secured by liens on the
Common Collateral other than certain âExcluded Assets,â as defined in the PIK Toggle
Indenture, subject to the priority of liens discussed in Section V.F herein. Pursuant to the
Intercreditor Agreement, the PIK Notes are expressly subordinated to liens on the Common
Collateral granted in support of the ABL Facility and the Term Loan Facility.
80.
The PIK Notes mature on September 13, 2017. Montvale may elect to pay
interest due on the PIK Notes on each interest payment date (i) entirely in cash at the rate of 10%
per annum, (ii) entirely in payment-in-kind (âPIKâ) interest at the rate of 12.50% per annum, or
(iii) 50% in cash and 50% PIK. PIK interest on the PIK Notes is payable by (i) increasing the
principal amount of the outstanding global note representing the PIK Toggle Notes by an amount
equal to the amount of PIK interest, or (ii) if required by the depository, issuing additional PIK
Notes in certificated form in an aggregate principal amount equal to the amount of PIK interest.
Following an increase in the principal amount of PIK Notes as a result of each payment of PIK
interest, the PIK Notes bear interest on such increased principal amount. Montvale must pay
interest on overdue principal, premium, if any, and interest from time to time on demand at a rate
of 1% per annum in excess of the rate then in effect.
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Convertible Notes
81.
Also as part of the 2010 Cases, Montvale entered into an indenture (the
âConvertible Notes Indentureâ) with U.S. Bank National Association, as trustee and collateral
agent, pursuant to which Montvale issued a face amount of $250 million of Senior Secured
Convertible Notes (the âConvertible Notesâ), which amount includes a commitment fee of $40
million. The Convertible Notes were issued in a private offering exempt from, or not subject to,
the registration requirements under the Securities Act. The Convertible Notes are secured by
liens on the Common Collateral, other than certain âExcluded Assets,â as defined in the
Convertible Notes Indenture, subject to the priority of liens discussed in Section V.F herein.
Pursuant to the Intercreditor Agreement, the Convertible Notes are expressly subordinated to
liens on the Common Collateral granted in support of the ABL Facility, the Term Loan, and the
PIK Toggle Notes.
82.
The Convertible Notes mature on March 13, 2018 and accrue PIK interest
at a rate of 14% per annum. PIK interest is payable annually on March 13 of each year until
maturity. PIK interest on the Convertible Notes is payable by (i) increasing the principal amount
of the outstanding global note representing the Convertible Notes by an amount equal to the
amount of PIK interest or (ii) if required by the depository, issuing additional Convertible Notes
in certificated form in an aggregate principal amount equal to the amount of PIK interest.
Montvale must pay interest on overdue principal and premium, if any, from time to time on
demand at a rate of 16% per annum in cash. During the continuance of an Event of Default,
Montvale must pay interest from time to time on demand at a rate of 16% per annum, in cash.
F.
Intercreditor Agreement
83.
The relative priorities of the liens held by (i) Wells Fargo as agent on
behalf of the lenders under the Term Loan Credit Agreement (collectively, the âTerm Loan
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Secured Partiesâ) and the ABL Credit Agreement (collectively, the âABL Secured Partiesâ
and, together with the Term Loan Secured Parties, the âSenior Secured Partiesâ), (ii) the
holders of the PIK Notes and (iii) the holders of the Convertible Notes and restrictions on the
ability to exercise remedies against collateral are subject to the Intercreditor Agreement.
84.
In accordance with the Intercreditor Agreement, the Senior Secured
Parties, the holders of the PIK Notes and the holders of the Convertible Notes agreed to the
following priorities with respect to the ABL Priority Collateral and the Term Loan Priority
Collateral:
First Priority
Second Priority
Third Priority
Fourth Priority
ABL Priority Collateral
ABL Secured Parties
Term Loan Secured Parties
Holders of PIK Notes
Holders of Convertible Notes
Term Loan Priority Collateral
Term Loan Secured Parties
ABL Secured Parties
Holders of PIK Toggle Notes
Holders of Convertible Notes
VI.
First-Day Pleadings
85.
As stated, the Debtors operate in a highly competitive industry. It is
imperative that they make a seamless transition into chapter 11 to preserve the reputation of their
businesses and the loyalty and goodwill of their customers, suppliers and employees. Sales and
operations must continue in the ordinary course of business to preserve the value of the Stalking
Horse Bids and implement the Sale Strategy. While difficult to implement in any chapter 11
process, maintaining operations without interruption will be particularly challenging here as
many of the Debtorsâ vendors and customers were active participants in the 2010 Cases.
Accordingly, the Debtors have filed a number of First Day Pleadings designed to facilitate their
transition into these chapter 11 cases. The Debtors anticipate that the Court will conduct a
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hearing soon after the Commencement Date at which the Court will hear and consider many of
the First Day Pleadings.9
86.
I have reviewed each of the First Day Pleadings with the Debtorsâ counsel,
and I believe that the relief sought in each of the First Day Pleadings is tailored to meet the goals
described above and will be necessary and critical to the Debtorsâ ability to execute the Sale
Strategy and is in the best interests of the Debtorsâ estates and creditors. I adopt and affirm the
factual representations contained in each of the First Day Pleadings. A description of the relief
requested and the facts supporting each of the pleadings is set forth below.
A.
Administrative Motions
(i)
Motion of Debtors for Entry of an Order Directing the Joint
Administration of their Related Chapter 11 Cases (the âJoint
Administration Motionâ)
87.
The Debtors request entry of an order directing joint administration of
these chapter 11 cases for procedural purposes only pursuant to Bankruptcy Rule 1015(b) and
that the Court maintain one file and one docket for all of the chapter 11 cases under the lead case,
The Great Atlantic & Pacific Tea Company, Inc.
88.
Joint administration of the chapter 11 cases will provide significant
administrative efficiencies without harming the substantive rights of any party in interest. Many
of the motions, hearings and orders that will be filed in the chapter 11 cases almost certainly will
affect each of the Debtors. The entry of an order directing joint administration of the chapter 11
cases will reduce fees and costs by avoiding duplicative filings and objections and will allow all
parties in interest to monitor the chapter 11 cases with greater ease and efficiency. The relief
requested in the Joint Administration Motion is in the best interests of the Debtorsâ estates, their
9
Capitalized terms used below in the descriptions of the First Day Pleadings and not otherwise defined have the
meanings given to them in the applicable First Day Pleading.
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creditors, and all other parties in interest and will enable the Debtors to continue to operate their
businesses in chapter 11 with the least disruption.
(ii)
Motion of Debtors for Entry of an Order Extending the Time to
File Schedules of Assets and Liabilities, Schedules of Executory
Contracts and Unexpired Leases, and Statements of Financial
Affairs (the âSchedules and Statements Motionâ)
89.
The Debtors request entry of an order granting additional time to file their
schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and
statements of financial affairs. As a consequence of the size and complexity of the Debtorsâ
business operations, the number of creditors likely to be involved in these chapter 11 cases, the
geographical spread of the Debtorsâ operations, the numerous critical operational matters that the
Debtorsâ management and employees must address, and the time and attention that must be
given to the 363 Sales, a 30 day extension (without prejudice to further extensions) is necessary
and appropriate. I believe this will ultimately maximize the value of the Debtorsâ estates for the
benefit of their creditors and all other parties in interest.
(iii)
Motion of Debtors for Entry of an Order Implementing Certain
Notice and Case Management Procedures (the âCase
Management Motionâ)
90.
The Debtors seek entry of an order approving and implementing the
notice, case management, and administrative procedures therein (collectively, the âCase
Management Proceduresâ).
91.
Given the size and scope of these cases,
the Case Management
Procedures will facilitate service of notices, motions, applications, declarations, objections,
responses, memoranda, briefs, supporting documents, and other papers filed in these chapter 11
cases that will be less burdensome and costly than serving such documents on every potentially
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interested party. This, in turn, will maximize the efficiency and orderly administration of these
chapter 11 cases, while at the same time ensuring that appropriate notice is provided.
(iv)
Motion of Debtors for Entry of an Order (I) Waiving the
Requirement to File a List of Creditors and (II) Granting Debtors
Authority to Establish Procedures for Notifying Creditors of the
Commencement of their Chapter 11 Cases (the âCreditor Matrix
Motionâ)
92.
The Debtors request a waiver of the requirement to file a list of creditors
with their voluntary petitions and authority to establish and implement procedures for notifying
creditors of the commencement of their chapter 11 cases and other important information. The
Debtors propose to retain a claims and noticing agent to assist the Debtors in preparing creditor
lists and mailing initial notices. With such assistance, the Debtors will be prepared to file a
computer-readable consolidated list of creditors upon request and will be capable of undertaking
all necessary mailings in a timely and efficient manner.
B.
Operational Motions Requesting Immediate Relief
93.
The Debtors intend to ask for immediate relief with respect to the
following First Day Pleadings and, therefore, will present these motions at the First Day Hearing.
(i)
Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363 and
507(a) for Interim and Final Authority, but not Direction, to (A)
Pay Certain Prepetition Wages and Reimbursable Employee
Expenses, (B) Pay and Honor Employee Medical and Other
Benefits, (C) Continue Employee Benefits Program, and for
Related Relief (the âWages and Benefits Motionâ)
94.
The Debtors request the entry of interim and final orders authorizing, but
not directing, the Debtors to (a) pay prepetition wages, salaries and other compensation, taxes,
withholdings and related costs and reimbursable employee expenses, (b) pay and honor
obligations relating to employee medical, insurance and other benefits programs, and
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(c) continue their employee medical, insurance and other benefits programs on a postpetition
basis.
95.
The relief requested includes compensation for the Debtorsâ full-time and
part-time employees, temporary employees retained through an outside agency, and numerous
independent contractors that provide services related to various aspects of the Debtorsâ
operations and are vital to the Debtorsâ businesses. As of the date hereof, certain prepetition
obligations to such employees and supplemental workers may be due and owing.
96.
The majority of the Debtorsâ workforce relies on the Debtorsâ
compensation, benefits and reimbursement of expenses to satisfy daily living expenses. The
workforce will be exposed to significant financial difficulties if the Debtors are not permitted to
honor obligations for unpaid compensation, benefits and reimbursable expenses. Moreover, if
the Debtors are unable to satisfy such obligations, morale and loyalty will be jeopardized at a
time when support is critical.
In the absence of such payments, the workforce may seek
alternative employment opportunities, including with the Debtorsâ competitors, hindering the
Debtorsâ ability to meet their customer obligations and likely diminishing customer confidence.
Loss of valuable employees would distract the Debtorsâ from focusing on their operations and
administering the Chapter 11 Cases.
(ii)
Debtorsâ Motion for Entry of Interim and Final Orders Authorizing
the Debtors to Honor all Insurance Obligations (âInsurance
Motionâ)
97.
The Debtors seek entry of interim and final orders authorizing, but not
directing, the Debtors to (a) continue to maintain their various insurance policies and workersâ
compensation programs in the ordinary course of business and (b) pay any prepetition
obligations related thereto, including, without limitation, premiums, broker or advisor fees,
assessments, taxes, and workersâ compensation liabilities.
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The Debtors maintain various liability, property and other insurance
policies to help manage and limit the various risks associated with operating their businesses.
The Debtors also maintain workersâ compensation insurance as required by statute in each of the
states in which they operate. Certain of the Debtorsâ workersâ compensation programs are selfinsured, whereas others are insured by third-party insurers. The Debtors estimate they pay
approximately $840,000 per week on account of workersâ compensation claims. To secure
payment of these and other amounts, the Debtors have posted various forms of collateral, which,
as of the Commencement Date, total approximately $187 million.
99.
The Debtors employ Marsh USA Inc. and Gallagher Basset Services Inc.
as their insurance advisors (collectively, the âInsurance Service Providersâ). Respectively,
these advisors (i) procure, negotiate and evaluate the Debtorsâ insurance policies and
(ii) administer claims arising under both the insurance policies and the workersâ compensation
programs.
100.
Postpetition, the Debtorsâ insurance policies and workersâ compensation
programs are essential to the preservation of the value of the Debtorsâ businesses, properties and
assets, and, in certain instances, are required by law. If any of the Debtorsâ insurance policies
are terminated or lapse, the Debtors would be exposed to substantial liability to the detriment of
all parties in interest and could be in violation of law. State law may prohibit the Debtors from
operating without certain insurance. The Insurance Service Providers are intimately familiar
with the Debtorsâ policies and programs, and the loss of either Insurance Service Provider (or
even a temporary disruption in their services) would be detrimental to the Debtorsâ chapter 11
estates because the Debtorsâ would need to shift some of their focus from administering their
estates and businesses to managing the Debtorsâ multitude of insurance policies and the claims
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arising thereunder. Accordingly, having authority to pay all insurance-related obligations is
crucial to the continued operation of the Debtorsâ businesses.
(iii)
Motion of Debtors Requesting Entry of Interim and Final Orders
Authorizing the Debtors to (I) Continue Using Their Existing Cash
Management System, Bank Accounts, and Business Forms, (II)
Implement Changes to the Cash Management System in the
Ordinary Course of Business, (III) Continue Intercompany
Transactions, (IV) Provide Postpetition Intercompany Claims
Administrative Expense Priority, and (V) Granting Related Relief
(the âCash Management Motionâ)
101.
The Debtors request authorization to (a) continue their existing cash
management system, including, without limitation, the continued maintenance of their existing
bank accounts and business forms, (b) implement changes to their cash management system in
the ordinary course of business, including, without limitation, opening new or closing existing
bank accounts, (c) continue to, in their business judgment and at their sole discretion, perform
under and honor intercompany transactions in the ordinary course of business and (d) provide
postpetition intercompany claims administrative expense priority. The Debtors also request that
the Court grant any necessary relief related to the foregoing.
102.
In the ordinary course of business, the Debtors utilize an integrated,
centralized cash management system to collect, transfer, and disburse funds generated by their
operations (the âCash Management Systemâ). The Cash Management System is comprised of
approximately 38 bank accounts at various financial institutions (the âBanksâ) to accommodate
different business divisions and to collect, organize and track various forms of customer receipts
(collectively, the âBank Accountsâ). The Cash Management System is tailored to meet the
Debtorsâ operating needs as an operator of six supermarket chains and other retail beverage
businesses.
The Cash Management System enables the Debtors to efficiently collect and
disburse cash generated by their business, pay their financial obligations, centrally control and
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monitor corporate funds and available cash, comply with the requirements of their financing
agreements, reduce administrative expenses, and efficiently obtain accurate account balances and
other financial data. It is critical that the Cash Management System remain intact to ensure
seamless continuation of transactions and uninterrupted collection of revenues.
103.
In the ordinary course of business, the Debtors incur intercompany
receivables and payables (the âIntercompany Claimsâ). All of the outstanding Intercompany
Claims represent intercompany transactions (the âIntercompany Transactionsâ) that have
occurred from and after the 2010 Cases.
104.
Intercompany Claims are not settled by actual transfers of cash among the
Debtors. The Debtors track all Intercompany Transactions electronically in their accounting
system, which concurrently are recorded on the applicable Debtorâs balance sheets. The
accounting system requires that all general-ledger entries be balanced at the legal-entity level,
and, therefore, when the accounting system enters an intercompany receivable on one entityâs
balance sheet, it also automatically creates a corresponding intercompany payable on the
applicable affiliateâs balance sheet.
105.
To ensure each individual Debtor will not fund, at the expense of its
creditors, the operations of another entity, the Debtors request that, pursuant to sections
503(b)(1) and 364(b) of the Bankruptcy Code, all Intercompany Claims arising after the
Commencement Date be accorded administrative expense priority. In this manner, each entity
utilizing funds flowing through the Cash Management System should continue to bear ultimate
repayment responsibility for such ordinary course transactions.
106.
To minimize expenses, the Debtors seek authorization to continue using
all business forms and checks substantially in the forms used immediately prior to the
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Commencement Date, without reference to the Debtorsâ status as debtors in possession; provided
that in the event that the Debtors generate new business forms and/or checks during the
pendency of these cases other than from their existing stock, such business forms and checks will
include a legend referring to the Debtors as âDebtors-In-Possession.â To the extent practicable,
the Debtors also will laser print such legend on any business forms and checks electronically
generated during these cases.
107.
Finally, the Debtors seek entry of an order authorizing and directing their
Banks to continue to treat, service, and administer the Bank Accounts as accounts of the Debtors
as debtors in possession without interruption and in the usual and ordinary course, and to receive,
process, and honor and pay all checks, drafts, wires, or Automated Clearing House Payments
drawn on the Bank Accounts after the Commencement Date; provided that any payments issued
or made prior to the Commencement Date will not be honored absent direction of the Debtors
and an order of the Court.
(iv)
Motion of Debtors for Interim and Final Authority to (I) Maintain
and Administer Prepetition Customer Programs, Promotions, and
Practices and (II) Pay and Honor Related Prepetition Obligations
(the âCustomer Programs Motionâ)
108.
The Debtors request authority to, in the ordinary course of business and
consistent with past practice, (i) maintain and administer prepetition customer programs,
promotions and practices, as necessary and appropriate in the Debtorsâ business judgment, and
(ii) to pay and otherwise honor their obligations to customers relating thereto, whether arising
prior to or after the Commencement Date.
109.
The Debtorsâ businesses depend upon the loyalty of their customers. To
maximize customer loyalty, the Debtors have maintained and followed, in the ordinary course of
business, various practices and programs (collectively, the âCustomer Programsâ) to reward
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and provide incentives to existing customers and to attract new customers to the Debtorsâ stores.
Such programs are standard in the retail food business. Without the ability to continue their
Customer Programs and to satisfy prepetition obligations in connection therewith, the Debtors
risk losing market share and value of their businesses. The Debtorsâ Customer Programs are
described more fully in the Motion.
110.
In order to maintain the Debtorsâ reputation for reliability and to maintain
the loyalty, goodwill and support of their Customers, the Debtors must maintain their Customer
Programs and honor their obligations thereunder.
(v)
Motion of Debtors for Entry of Interim and Final Orders
Authorizing the Debtors to Pay Certain Taxes and Fees (âTaxes
and Fees Motionâ)
111.
The Debtors request authorization, but not direction, the Debtors to remit
and pay sales, use, franchise, state and local income, real and personal property, and other taxes,
assessments, fees and charges (collectively, the âTaxes and Feesâ).
112.
The Debtors collect, withhold or incur an assortment of Taxes and Fees
that they remit to various federal, state and local taxing, licensing, regulatory and other
governmental authorities (collectively, the âAuthoritiesâ).
Many of the Taxes and Fees
collected are held in trust for and must be turned over to the Authorities. The Debtors also seek
to pay certain prepetition Taxes and Fees in order to, among other things, forestall Authorities
from taking actions that might interfere with the administration of these Chapter 11 Cases, which
may include bringing personal liability actions against directors, officers and other key
employees (whose full-time attention to the Debtorsâ Chapter 11 Cases is required to avoid
business disruptions and maximize recoveries to the Debtorsâ creditors), asserting liens on the
Debtorsâ property or assessing penalties and/or significant interest on past-due taxes.
In
addition, the non-payment of such Taxes and Fees may give rise to priority claims pursuant to
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section 507(a)(8) of the Bankruptcy Code. Accordingly, I believe that the relief requested in the
Taxes and Fees Motion is in the best interests of the Debtors' estates, their creditors and all other
parties in interest, and will enable the Debtors to continue to operate their businesses.
(vi)
Motion of Debtors Pursuant to 11 U.S.C. § 363 and 503 for Interim
and Final Authority to (A) Pay Prepetition Claims Of
Warehousemen and Miscellaneous Lien Claimants, (B) Confirm
Administrative Expense Priority of Undisputed Commencement
Date Orders and Satisfy Such Obligations in the Ordinary Course
of Business and (C) Pay PACA/PASA Claims (the âLienholdersâ
Motionâ)
113.
The Debtors seek authority to (i) pay prepetition claims of Warehousemen
and Miscellaneous Lien Claimants, (ii) confirm administrative expense priority of all undisputed
obligations for merchandise ordered prepetition and delivered on the Commencement Date or
postpetition, and (iii) pay PACA/PASA Claims.
114.
The Debtors contract with various third-party transporters (collectively,
the âShippersâ) and third-party storage facility providers (collectively, together with the
Shippers, the âWarehousemenâ) to deliver certain suppliersâ merchandise and store such
merchandise in storage facilities (collectively, the âWarehousesâ) prior to ultimate delivery to
the Debtorsâ supermarkets. In the event that the Debtors fail to reimburse the Warehousemen for
charges incurred in connection with the transport and storage of the merchandise, various state
laws permit the Warehousemen to assert a statutory lien against the merchandise in their
possession that is the subject of any delinquent charges, securing such charges and potentially
blocking the Debtorsâ access to the stored merchandise.
To maintain access to the stored
merchandise that is essential to the continued viability of the Debtorsâ retail operations and
preserve the value of the merchandise, the Debtors seek authority to honor outstanding invoices
related to the shipping and warehousing services provided to the Debtors prior to the
Commencement Date.
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The Debtors contract with a number of third parties (collectively, the
âMiscellaneous Lien Claimantsâ) to perform repairs and make improvements related to
refrigeration equipment, electrical systems, plumbing, elevator and escalator systems and various
types of food service equipment. The Miscellaneous Lien Claimants could potentially assert
liens, including mechanicâs liens, artisanâs liens and materialmanâs liens (the âMiscellaneous
Lien Claimsâ) against the Debtorsâ property for amounts the Debtors owe to those third parties.
If the Debtors are unable to pay the Miscellaneous Lien Claims, they risk losing access to
facilities and equipment that are critical to the continued operation of the supermarkets.
116.
In addition, prior to the Commencement Date, and in the ordinary course
of business, the Debtors ordered goods and supplies necessary to operate their businesses, the
delivery of which will occur on or after the Commencement Date (the âCommencement Date
Ordersâ). To avoid becoming general unsecured creditors of the Debtorsâ estates with respect to
related merchandise, certain suppliers of merchandise subject to one or more Commencement
Date Orders may refuse to ship or transport such merchandise (or may recall such shipments)
unless the Debtors issue substitute purchase orders postpetition. To prevent any disruption to the
Debtorsâ retail operations, the Debtors seek an order (a) confirming administrative expense
priority under section 503(b) of the Bankruptcy Code to all undisputed obligations of the Debtors
arising from the acceptance of merchandise subject to the Commencement Date Orders and
(b) authorizing the Debtors to satisfy such obligations in the ordinary course of business.
117.
In addition, prior to the Commencement Date, the Debtors purchased
certain produce that they believe may qualify as âperishable agricultural commoditiesâ under the
under the Perishable Agricultural Commodities Act of 1930, as amended, 7 U.S.C. §§ 499a et
seq. (âPACAâ).
Similarly, certain of the Debtorsâ suppliers (the âPASA Claimantsâ and,
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together with the PACA Claimants, the âPACA/PASA Claimantsâ) may be eligible to assert
claims under the Packers and Stockyards Act of 1921 as amended, 7 U.S.C. § 181 et seq.
(âPASAâ), which prescribes the conditions of operations for businesses dealing in livestock and
poultry. It is my understand that under both PACA and PASA, eligible suppliers and their agents
(the âPACA/PASA Claimantsâ) are the beneficiaries of a statutory trust in certain of the buyerâs
applicable inventory and proceeds relating thereto, and assets of the respective statutory trusts
are not property of the Debtorsâ estates. The PACA/PASA Claimants may be eligible to assert
potential claims under the respective statutes for outstanding payments on account of applicable
merchandise, which claims are granted priority ahead of secured and unsecured creditors.
(vii)
Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363, and 541
to Release Certain Funds Held in Trust and to Continue to Perform
and Honor Obligations Under the Coin Deposit and Consignment
Arrangements (the âTrust Funds Account Motionâ)
118.
The Debtors request authority to release certain funds held in trust for the
benefit and on behalf of non-Debtor third parties, to continue to perform and honor obligations
under their prepetition coin deposit arrangement and to continue to perform and honor
obligations under their prepetition consignment sales arrangements, in the ordinary course of
business and in a manner consistent with past practice. The Debtors engage in various marketing
and sales practices in the ordinary course of their business as a means of offering a convenience
to their customers, attracting new customers, promoting loyalty among the existing customer
base, and producing alternative streams of income.
To preserve reputational integrity and
continue to attract existing and new customers of their stores, it is essential that the Debtors
honor their obligations in connection with selling lottery tickets and third-party retail gift cards,
and also providing onsite money transfer services and depositories for coins and bottles.
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Not only do the Debtors earn commission or bonuses directly from their
participation in the Trust Programs, but the Debtors are also compensated indirectly because the
Trust Programs attract customers to the Debtorsâ stores and may incrementally increase revenue
at the point of sale. The payment of the Trust Funds is important to the Debtorsâ continued
business operations, and the value of the Debtorsâ businesses could be significantly harmed if the
Debtors are unable to continue to offer these programs and products, and may drive customers to
the Debtorsâ competitors for access these programs and products.
(viii)
Motion of the Debtors for the Entry of an Order Establishing
Notification Procedures and Approving Restrictions on Certain
Transfers of Interests and Claims in the Debtors (the âNOLs
Motionâ)
120.
The Debtors seek to establish procedures to protect the potential value of
the Debtorsâ tax net operating loss carryforwards (âNOLsâ) and certain other tax attributes
(âTax Attributesâ). The proposed procedures would impose certain restrictions and notification
requirements with respect to (i) the common stock of Montvale (such common stock, the
âCommon Stockâ), (ii) the Convertible Notes (together with the Common Stock, the âMontvale
Securitiesâ) and (iii) any options or similar interests to acquire such securities.
121.
The Debtors estimate that, as of February 28, 2015, the Debtors had
approximately $512 million of consolidated NOLs for U.S. federal income tax purposes (of
which approximately $200 million remain effectively subject to limitation as a result of
Montvale having undergone an âownership changeâ for U.S. federal income tax purposes in
connection with its emergence from the 2010 Cases on March 13, 2012), in addition to certain
other Tax Attributes. These Tax Attributes are valuable assets of the respective Debtorsâ estates
because the Tax Code generally permits corporations to carry over their Tax Attributes to reduce
future taxable income. Accordingly, absent any intervening limitations, the Tax Attributes could
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substantially reduce the Debtorsâ U.S. federal income tax liability during the pendency of these
Chapter 11 Cases (such as in connection with the disposition of assets) or, potentially, in the
event of a future transaction, to offset future income tax liabilities.
The Tax Attributes could
thus translate into future tax savings over time and any such savings could enhance the Debtorsâ
cash position for the benefit of all parties in interest.
122.
An ownership change, pursuant to section 382 of the United States
Internal Revenue Code (which is described further in the NOL Motion), prior to the effective
date of a chapter 11 plan could effectively eliminate the Debtorsâ ability to use their Tax
Attributes, thereby resulting in a significant loss of potential value to the Debtorsâ estates.
Accordingly, the trading procedures seek authority to monitor and approve certain changes in the
ownership of Montvale Securities (including by claiming a worthlessness deduction) to protect
against the occurrence of an ownership change during the pendency of these bankruptcy cases.
(ix)
Motion of Debtors Requesting Entry of an Order (I) Approving
Debtorsâ Proposed Form of Adequate Assurance of Payment to
Utility Providers, (II) Establishing Procedures for Determining
Adequate Assurance of Payment for Future Utility Services, and
(III) Prohibiting Utility Providers from Altering, Refusing, or
Discontinuing Service (the âUtilities Motionâ)
123.
The Debtors request entry of an order (i) approving the Debtorsâ proposed
form of adequate assurance of payment to utility providers, (ii) establishing procedures for
determining adequate assurance of payment for future utility services, and (iii) prohibiting utility
providers from altering or discontinuing service on account of outstanding prepetition invoices.
124.
Preserving utility services on an uninterrupted basis is essential to the
Debtorsâ ongoing operations and the Sale Process. Indeed, any interruption in utility servicesâ
even for a brief period of timeâwould seriously disrupt the Debtorsâ ability to continue
operations and service their customers.
This disruption would adversely impact customer
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relationships and would result in a decline in the Debtorsâ revenues. It also would affect the
value of inventoryâparticularly items like perishable goods and frozen food. Such a result
could seriously jeopardize the Debtorsâ restructuring efforts and, ultimately, creditor recoveries.
Therefore, it is critical that utility services continue uninterrupted during these chapter 11 cases.
125.
The Debtors intend to pay postpetition obligations owed to the Utility
Providers in a timely manner. The Debtors expect that cash flows from operations and their DIP
Financing will be sufficient to pay postpetition obligations related to their utility services in the
ordinary course of business.
126.
Furthermore, the Debtors propose to deposit into a newly-created,
segregated, interest-bearing bank account a sum equal to the cost of two weeksâ worth of the
average utility cost for each Utility Provider (less any amounts already on deposit with any such
Utility Provider that have not been applied to outstanding prepetition amounts)10, based on the
Debtorsâ average usage for the fiscal year ending 2014 (collectively, the âAdequate Assurance
Depositâ).
127.
I believe that the Adequate Assurance Deposit, in conjunction with the
DIP Financing, cash flow from operations, and cash on hand demonstrate the Debtorsâ ability to
pay for future utility services in the ordinary course of business and constitute sufficient adequate
assurance to the Utility Providers.
(x)
Application of Debtors for an Order Appointing Prime Clerk LLC
as Claims and Noticing Agent (the âClaims and Noticing Agent
Retention Applicationâ)
128.
The Debtors request authority to appoint Prime Clerk LLC (âPrime
Clerkâ) as claims and noticing agent (âClaims and Noticing Agentâ) in accordance with the
10
To the extent any deposits with any Utility Provider is in excess of two weeksâ worth of the average utility cost,
the Debtors reserve their right to demand such excess amounts.
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terms and conditions of that certain Engagement Agreement dated July 15, 2015, by and between
A&P and Prime Clerk (the âEngagement Agreementâ), effective nunc pro tunc to the
Commencement Date. Prime Clerkâs duties will include assuming full responsibility for the
distribution of notices and the maintenance, processing, and docketing of proofs of claim filed in
these Chapter 11 Cases. I believe the Debtorsâ selection of Prime Clerk to serve as their Claims
and Noticing Agent has satisfied the Courtâs Protocol for the Employment of Claims and
Noticing Agents Under 28 U.S.C. § 156(c).
Specifically, the Debtors have solicited and
reviewed engagement proposals from at least two other Court-approved claims and noticing
agents to ensure selection through a competitive process.
129.
I believe that Prime Clerkâs rates are competitive and reasonable given
Prime Clerkâs quality of services and expertise. The terms of Prime Clerkâs retention are set
forth in the Engagement Agreement attached to, and filed contemporaneously therewith, the
Claims and Noticing Agent Retention Application. Appointing Prime Clerk as their Claims and
Noticing Agent will maximize the efficiency of the distribution of notices and the processing of
claims, as well as relieve the Office of the Clerk of the Bankruptcy Court of the administrative
burden of processing an overwhelming number of claims.
VII.
Information Required by Local Rule 1007-2
130.
In accordance with Local Rule 1007-2, the schedules attached hereto
provide certain information related to the Debtors.
131.
Pursuant to Local Rule 1007-2(a)(3), Schedule 1 hereto lists the names
and addresses of the members of, and attorneys for, any committee organized prior to the
Commencement Date and a brief description of the circumstances surrounding the formation of
the committee and the date of its formation.
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Pursuant to Local Rule 1007-2(a)(4), Schedule 2 hereto lists the holders of
the Debtorsâ forty (40) largest unsecured claims on a consolidated basis, excluding claims of
insiders.
133.
Pursuant to Local Rule 1007-2(a)(5), Schedule 3 hereto lists the holders of
the four (4) largest secured claims against the Debtors on a consolidated basis.
134.
Pursuant to Local Rule 1007-2(a)(6), Schedule 4 hereto provides a
summary of the (unaudited) consolidated assets and liabilities for the Debtors and their nonDebtor affiliates.
135.
Pursuant to Local Rule 1007-2(a)(7), Schedule 5 hereto provides the
following information: the number and classes of shares of stock, debentures, and other
securities of the Debtors that are publicly held and the number of record holders thereof; and the
number and classes of shares of stock, debentures, and other securities of the Debtors that are
held by the Debtorsâ directors and officers, and the amounts so held.
136.
Pursuant to Local Rule 1007-2(a)(8), Schedule 6 hereto provides a list of
all of the Debtorsâ property in the possession or custody of any custodian, public officer,
mortgagee, pledgee, assignee of rents, secured creditor, or agent for any such entity, giving the
name, address, and telephone number of each such entity and the location of the court in which
any proceeding relating thereto is pending.
137.
Pursuant to Local Rule 1007-2(a)(9), Schedule 7 hereto provides a list of
the premises owned, leased, or held under other arrangement from which the Debtors operate
their businesses.
138.
Pursuant to Local Rule 1007-2(a)(10), Schedule 8 hereto provides the
location of the Debtorsâ substantial assets, the location of their books and records, and the nature,
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location, and value of any assets held by the Debtors outside the territorial limits of the United
States.
139.
Pursuant to Local Rule 1007-2(a)(11), Schedule 9 hereto provides a list of
the nature and present status of each action or proceeding, pending or threatened, against the
Debtors or their property where a judgment against the Debtors or a seizure of their property may
be imminent.
140.
Pursuant to Local Rule 1007-2(a)(12), Schedule 10 hereto provides a list
of the names of the individuals who comprise the Debtorsâ existing senior management, their
tenure with the Debtors, and a brief summary of their relevant responsibilities and experience.
141.
Pursuant to Local Rule 1007-2(b)(1)-(2)(A), Schedule 11 hereto provides
the estimated amount of weekly payroll to the Debtorsâ employees (not including officers,
directors, stockholders, and partners) and the estimated amount to be paid to officers,
stockholders, directors, members of any partnerships, and financial and business consultants
retained by the Debtors for the thirty (30) day period following the filing of the Debtorsâ Chapter
11 Cases as the Debtors intend to continue to operate their businesses.
142.
Pursuant to Local Rule 1007-2(b)(3), Schedule 12 hereto provides, for the
thirty (30) day period following the filing of the Chapter 11 Cases, a list of estimated cash
receipts and disbursements, net cash gain or loss, obligations, and receivables expected to accrue
that remain unpaid, other than professional fees.
Conclusion
143.
This declaration illustrates the factors that have precipitated the
commencement of the Chapter 11 Cases and the critical need for the Debtors to implement their
Sale Strategy.
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I declare under penalty of perjury that, to the best of my knowledge and
after reasonable inquiry, the foregoing is true and correct.
Executed this 19th day of July, 2015
/s/ Christopher W. McGarry
Christopher W. McGarry
Chief Restructuring Officer,
The Great Atlantic & Pacific
Company, Inc.
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Exhibit A
Main Document
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Illustrative Case Timeline
8/24 Global Deadline for
indications of interest in
purchasing assets
7/19
Petition Date: File Sale
Motions & Store Closing
Motion
7/21 - 7/24
Formation of
Creditors Committee
8/10 Hearing Sale
Bidding Procedures for
Tier 1 and Tier 2
Processes
10/6 Tier 1 Sale
Hearing
9/24 -9/25
Auction
Objection
Deadline for Tier
II Bid Protections
Tier 2 Sale Process:
On an as needed
basis: Company to
file notice(s) of
auction(s) (including
if any Stalking
Horse/bid protections
granted) or private
sale(s). Process starts
on Petition Date
10/31 Outside
Date to Close
Tier 1 Sales
9/18 Company will publish a
notice desginating qualified
bidders, the baseline bid and
publication of auction(s)
Hearing on Tier
II Bid
Protections (if
objection filed)
Auction/Hearing
to Approve Tier
II Private Sale (if
objection filed)
+ 5 Days
Hearing to
Approve Tier 2
Sale to
Winning
Bidder
+ 9 Days (* Note: +7 Days for
Hearing on objections to Private
Sale)
+ 14 Days
+ 28 Days
Note: The flexibility of the Tier II Sale process will allow for both Tier I and Tier II to run simultaneously on parallel tracks
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Exhibit B
2
Main Document
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A&P: Corporate Structure
MONTVALE-PARA HOLDINGS, INC.
The Great Atlantic & Pacific Tea Company, Inc.
A&P Live Better, LLC
2008 Broadway, Inc.
Food Basics, Inc.
Montvale Holdings, Inc.
Super Fresh Food
Markets, Inc.
Kwik Save Inc.
On Point, Inc. f/k/a
Hamilton Property I,
Inc.
Pathmark Stores, Inc.
Plainbridge LLC
Shopwell, Inc.
APW Supermarkets Corp.
Delaware County
Dairies, Inc.
APW
Supermarkets, Inc.
The Old Wine
Emporium of
Westport, Inc.
Waldbaum, Inc.
Tradewell
Foods, of Conn.,
Inc.
McLean
Avenue Plaza
Corp.
A&P Real
Property, LLC
Atlantic Choice Insurance
& Indemnity, Inc.
Bormanâs, Inc.
St. Pancras Too,
Limited
A&P Bermuda
Legend
â¢
Domestic non-debtor entity
â¢
Foreign non-debtor entity
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Schedules to the Declaration
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Schedule 1
Committees
Pursuant to Local Rule 1007-2(a)(3), to the best of the Debtorsâ knowledge and
belief, no committee has been organized prior to the Commencement Date.
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Schedule 2
Consolidated List of 40 Largest Unsecured Claims (Excluding Insiders)1
Pursuant to Local Rule 1007-2(a)(4), the following is a list of creditors holding, as
of the July 11, 2015 the forty (40) largest, unsecured claims against the Debtors, on a
consolidated basis, excluding claims of insiders as defined in 11 U.S.C. § 101.
No.
Creditor
Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Nature of
claim
Amount of claim
C & S Wholesale Grocers,
Inc.
C & S Wholesale Grocers, Inc.
Attn.: President or General Counsel
7 Corporate Drive
Keene, NH 03431
Tel: 603-354-7000
Fax: 603-354-4690
Email:
Trade Debt
$39,358,006.53
McKesson Drug Co.
McKesson Drug Co.
Attn.: President or General Counsel
One Post Street
San Francisco, CA 94104
Tel: 415-983-8300
Fax: 415-983-9369
Email:
Trade Debt
$8,353,950.47
Facility Source, LLC
Facility Source, LLC
Attn.: President or General Counsel
200 E. Campus View Blvd., Ste. 301
Columbus, OH 43235
Tel: 800-896-9000
Fax: 614-318-1701
Email:
Trade Debt
$6,712,618.35
Coca-Cola Enterprises
Coca-Cola Enterprises
Attn.: President or General Counsel
2500 Windy Ridge Parkway
Atlanta, GA 30339
Tel: 678-260-3000
Fax: 404-676-4903
Email:
Trade Debt
$4,757,348.88
1
2
3
4
1
The information herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. All
claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are not
reflected on this Schedule.
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
Mondelez Global LLC
Mondelez Global LLC
Attn.: President or General Counsel
100 Deforest Avenue
East Hanover , NJ 07936
Tel: 855-535-5648
Fax:
Email: carol.ward@mdlz.com
Trade Debt
$3,162,367.71
Garelick Farms Inc.
Garelick Farms Inc.
Attn.: President or General Counsel
1199 W Central St. Ste. 1
Franklin, MA 02038
Tel: 508-528-9000
Fax: 508-520-0307
Email:
Trade Debt
$2,372,773.97
Mindy Klarman
Mindy Klarman
58 Erie Avenue
Rockaway, NJ 07866
Tel:
Fax:
Email:
Litigation
$1,821,116.35
Manhattan Beer
Manhattan Beer
Attn.: President or General Counsel
955 East 149th Street
Bronx, NY 10455
Tel: 718-292-9300
Fax: 718-292-0125
Email:
Trade Debt
$1,202,040.02
Entenmann's Bakery
Entenmann's Bakery
Attn.: President or General Counsel c/o
Bimbo Bakeries USA
2810 Golden Mile Hwy
Pittsburgh, PA 15239
Tel: 724-327-1854
Fax: 610-320-9286
Email:
Trade Debt
$1,070,182.86
Quad Graphics, Inc.
Quad Graphics, Inc.
Attn.: President or General Counsel
N61 W23044 Harry's Way
Sussex, WI 53089-3995
Tel: 414-566-6000
Fax: 414-566-9558
Email: sxwdeliveryappt@qg.com
Trade Debt
$917,327.11
5
6
7
8
9
10
2
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
CBA Industries
CBA Industries
Attn.: President or General Counsel 669
River Drive
Elmwood Park, NJ 07407-1717
Tel: 201-587-1717
Fax: 201-587-8308
Email:
Trade Debt
$859,592.42
Arnold Bakers Inc.
Arnold Bakers Inc.
Attn.: President or General Counsel c/o
Bimbo Bakeries USA
2810 Golden Mile Hwy
Pittsburgh, PA 15239
Tel: 724-327-1854
Fax: 610-320-9286
Email:
Trade Debt
$828,507.19
Coremark/Klein
Wholesale Dist.
Coremark/Klein Wholesale Dist.
Attn.: President or General Counsel
395 Oyster Point Blvd
South San Francisco, CA 94080
Tel: 650-589-9445
Fax: 650-952-4284
Email:
Trade Debt
$810,200.22
S B Thomas Inc.
S B Thomas Inc.
Attn.: President or General Counsel
191 Talmadge Road #5
Edison, NJ 08817
Tel: 732-287-0040
Fax: 732-287-0292
Email:
Trade Debt
$761,268.89
UTZ Quality Foods Inc.
Utz Quality Foods Inc.
Attn.: President or General Counsel
900 High Street
Hanover, PA 17331
Tel: 717-637-6644
Fax: 717-634-5890
Email: customerservice@utzsnacks.com
Trade Debt
$758,346.60
Wise Foods
Wise Foods
Attn.: President or General Counsel
228 Raseley Street
Berwick, PA 18603
Tel: 888-759-4401
Fax: 570-759-4001
Email:
Trade Debt
$725,233.09
11
12
13
14
15
16
3
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
Tolt Solutions, Inc.
Tolt Solutions, Inc.
Attn.: President or General Counsel
3550 Rutherford Rd.
Taylors, SC 29687
Tel: 704-206-7868
Fax: 704-509-2538
Email: marketing@toltsolutions.com
Trade Debt
$680,919.41
Capital Wine & Spirits
Capital Wine & Spirits
Attn.: PJ Horgan â President
129 Hartman Road
North Wales, PA 19454
Tel: 267-960-0900
Fax: 267-960-0901
Email
Trade Debt
$664,951.13
Kellermeyer Bergensons
Services, LLC
Kellermeyer Bergensons Services LLC
Attn.: President or General Counsel
1575 Henthorne Drive
Maumee, OH 43537
Tel: 419-867-4300
Fax: 800-288-1375
Email: hr@kbs-services.com
Trade Debt
$650,921.58
Nebraskaland
Nebraskaland
Attn.: President or General Counsel
355 Food Center Drive Building-G
Bronx, NY 10474
Tel: 718-842-0700
Fax: 718-842-2046
Email: customerservice@nebraskaland.com
Trade Debt
$649,020.18
Keebler Biscuit Co.
Keebler Biscuit Co.
Attn.: President or General Counsel
677 Larch Ave
Elmhurst, IL 60126
Tel: 630-833-2900
Fax: 630-833-6961
Email:
Trade Debt
$624,030.41
Pepperidge Farm Inc.
Bread
Pepperidge Farm Inc. Bread
Attn.: President or General Counsel
595 Westport Ave
Norwalk, CT 06851
Tel: 203-846-7000
Fax: 203-846-7369
Email:
Trade Debt
$613,315.76
17
18
19
20
21
22
4
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
Lehigh Valley Dairies Inc.
Lehigh Valley Dairies Inc.
Attn.: President or General Counsel
880 Allentown Road
Lansdale, PA 19446
Tel: 570-385-1884
Fax: 570-385-1686
Email:
Trade Debt
$572,201.95
Universal Environmental
Universal Environmental
Attn.: President or General Counsel
900 Merchants Concourse, Suite 214
Westbury, NY 11590
Tel: 800-552-0309
Fax: 516-489-3736
Email: jciardulli@uecny.com
Trade Debt
$538,378.94
Western Union Financial
Western Union Financial
Attn.: President or General Counsel
12510 Belford Avenue
Englewood, CO 80112
Tel: 720-332-1000
Fax: 720-332-4753
Email:
Trade Debt
$500,000.00
Mc Kee Baking Co.
Mc Kee Baking Co.
Attn.: President or General Counsel
10260 McKee Road
Collegedale, TN 37315
Tel: 615-238-7111
Fax: 615-238-7127
Email:
Trade Debt
$491,712.21
Nestle DSD Company Ice
Cream
Nestle DSD Company Ice Cream
Attn.: President or General Counsel
3863 Collections Center Drive
Chicago, IL 60693
Tel: 510-652-8187
Fax:
Email: karla.johnson@us.nestle.com
Trade Debt
$482,348.27
Consolidated Edison CoNY
Consolidated Edison Co-NY
Attn.: President or General Counsel
4 Irving Place
New York, NY 10003
Tel: 212-460-4600
Fax: 212-673-1729
Email:
Trade Debt
$465,536.82
23
24
25
26
27
28
5
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
Flowers Baking Co of
Lynchburg, LLC
Flowers Baking Co of Lynchburg, LLC
Attn.: President or General Counsel
1905 Hollins Mill Road
Lynchburg, VA 24503
Tel: 434-528-0441
Fax: 434-528-3413
Email:
Trade Debt
$446,551.84
R & R Marketing
R & R Marketing
Attn.: Credit Dept.
10 Patton Drive
West Caldwell, NJ 07006
Tel: 973-228-5100
Fax: 973-403-8670
Email:
Trade Debt
$435,551.49
Two Paragon Drive LLC
Two Paragon Drive LLC
c/o Paragon Affiliates
Attn.: President or General Counsel
One Paragon Dr., Ste. 145
Montvale, NJ 07645
Tel: 201-391-5070
Fax:
Email:
Rent
$435,080.84
Masters Pharmaceutical
d/b/a River City Pharma
Masters Pharmaceutical
d/b/a River City Pharma
Attn.: President or General Counsel
11930 Kemper Springs Drive
Cincinnati, OH 45240
Tel: 513-354-2690
Fax: 513-354-2691
Email: info@mastersrx.com
Trade Debt
$433,975.40
Brescome Barton Inc.
Brescome Barton Inc.
Attn.: President or General Counsel
69 Defco Park Rd.
North Haven, CT 06473
Tel: 203-239-4901
Fax: 203-985-8205
Email: Sales@BrescomeBarton.com
Trade Debt
$432,771.82
Stroehmann Bakeries Inc.
Stroehmann Bakeries Inc.
Attn.: President or General Counsel
255 Business Center Drive
Horsham, PA 19044
Tel: 215-672-8010
Fax: 215-672-6988
Email:
Trade Debt
$431,470.42
29
30
31
32
33
34
6
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Complete mailing address,
telephone number, and name of
employee, agent, or department
of creditor familiar with claim
who may be contacted
Main Document
Nature of
claim
Amount of claim
Clare Rose Nassau
Clare Rose Nassau
Attn.: Sean Rose, CEO
100 Rose Executive Blvd.
East Yaphank, NY 11967
Tel: 631-475-1840
Fax: 631-475-1837
Email: seanrose@clarerose.com
Trade Debt
$419,542.54
Parmed Pharmaceuticals
Inc.
Parmed Pharmaceuticals Inc.
Attn.: Daniel H. Movens - Senior VP
4220 Hyde Park Blvd.
Niagara Falls, NY 14305-1798
Tel: 716-284-5666
Fax: 800-727-6330
Email dmovens@parmedpharm.com
Trade Debt
$409,752.09
Snyderâs of Hanover
Snyderâs of Hanover
Attn.: President or General Counsel
1250 York Street
P O Box 6917
Hanover, PA 17331
Tel: 717-632-4477
Fax: 717-632-7207
Email
Trade Debt
$401,018.63
Valassis
Valassis
Attn.: President or General Counsel
19975 Victor Parkway/
Livonia, MI 48152
Tel: 734-591-3000
Fax: 860-285-6412
Email:
Trade Debt
$396,409.99
Snapple Distributors Inc.
Snapple Distributors Inc.
Attn.: President or General Counsel
12891 Collections Center Dr.
Chicago, Il 60693
Tel: 972-673-7000
Fax: 972-365-8150
Email:
Trade Debt
$391,795.48
Goya Foods
Goya Foods
Attn.: President or General Counsel
350 County Road
Jersey City, NJ 07307
Tel: 201-348-4900
Fax: 201-348-6609
Email:
Trade Debt
$382,773.18
35
36
37
38
39
40
7
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Schedule 3
Consolidated List of Holders of Four Largest Secured Claims
Pursuant to Local Rule 1007-2(a)(5), to the best of the Debtorsâ knowledge,
belief, and understanding, the following chart lists the creditors holding, as of the
Commencement Date, the four (4) largest secured, non-contingent claims against the Debtors, on
a consolidated basis, excluding claims of insiders as defined in 11 U.S.C. § 101.
No.
1.
2.
Creditor
Wells Fargo Bank,
National Association, in
its capacity as Agent for
the Lenders, pursuant to
that certain Amended
and Restated Senior
Secured Revolving
Credit Agreement dated
September 17, 2014
Wells Fargo Bank,
National Association, in
its capacity as Agent for
the Lenders, pursuant to
that certain Amended
and Restated Senior
Secured Term Credit
Agreement dated
September 17, 2014
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Contact, Mailing Address, Telephone
Number/Fax Number, Email
Wells Fargo Bank, National
Association
One Boston Place, 18th Floor
Boston, Massachusetts 02108
Attn: Emily Abrahamson
Telephone: (617) 854-7243
Facsimile: (855)-842-6360
emily.j.abrahamson@wellsfargo.com
Amount of
Claim
$300,000,000.00
Wells Fargo Bank, National
Association
One Boston Place, 18th Floor
Boston, Massachusetts 02108
Attn: Christian West
Telephone: (617) 854-7263
Facsimile: (877) 474-3331
christian.c.west@wellsfargo.com
$261,500,000.00
Type of Collateral
All personal
property of the
Debtors
All personal
property of the
Debtors
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No.
3.
4.
Doc 4
Creditor
U.S. Bank National
Association, in its
capacity as Trustee and
Collateral Agent for
holders of Senior
Secured PIK Toggle
Notes due 2017,
pursuant to that certain
Indenture dated March
31, 2012, by and
between Montvale-Para
Holdings, Inc. and U.S.
Bank National
Association
U.S. Bank National
Association, in its
capacity as Trustee and
Collateral Agent for
holders of Senior
Secured Convertible
Notes due 2018,
pursuant to that certain
Indenture dated March
13, 2012, by and
between Montvale-Para
Holdings, Inc. and U.S.
Bank National
Association
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Contact, Mailing Address, Telephone
Number/Fax Number, Email
U.S. Bank National Association
100 Wall Street
New York, NY 10005
Attn: Corporate Trust Department
Facsimile: (212) 361-6153
Amount of
Claim
$286,300,000.00
U.S. Bank National Association
100 Wall Street
New York, NY 10005
Attn: Corporate Trust Department
Facsimile: (212) 361-6153
$390,800,000.00
2
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Type of Collateral
All personal
property of the
Debtors
All personal
property of the
Debtors
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Schedule 4
Condensed Consolidated Balance Sheet (Unaudited)
as of May 23, 2015
Main Document
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MONTVALE-PARA HOLDINGS , INC.
CONSOLIDATED BALANCE SHEETS
( DOLLARS IN THOUSANDS )
(UNAUDITED)
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Property owned, net
Property under capital leases, net
Property, net
Intangible assets, net
Other assets
Total assets
Liabilities and Stockholdersâ Deficit
Current liabilities:
Current portion of long-term debt
Current portion of obligations under capital leases
Accounts payable
Book overdrafts
Accrued salaries, wages and benefits
Accrued taxes
Other accruals
Total current liabilities
ACTUAL
AS OF
May 23, 2015
$
$
$
115,082
1,039
92,241
301,045
27,161
536,568
865,730
29,574
895,304
79,205
72,183
1,583,260
10,080
7,762
146,743
16,602
63,742
15,941
121,078
381,948
ACTUAL
AS OF
May 17, 2014
$
$
$
210,634
1,063
92,778
318,325
44,130
666,930
939,582
36,193
975,775
96,717
114,893
1,854,315
2,778
7,230
153,580
16,498
67,943
18,350
139,742
406,121
Non-current liabilities:
$270 million Term Loan, due 3/14/2017
$375/$300 million ABL, due 3/13/2017
$270 million Term Loan, due 9/17/2019
12.5% PIK Toggle Note (2nd Lien) due 9/13/2017
14.0% New Convertible (3rd Lien) due 3/13/2018
Other
Long-term debt
Long-term obligations under capital leases
Long-term real estate liabilities
Other financial liabilities
Other non-current liabilities
Total liabilities
261,465
286,313
380,732
423
928,933
56,276
328,534
63,471
551,580
2,310,742
227,579
15,200
245,180
346,643
468
835,070
64,152
308,090
64,419
517,288
2,195,140
Stockholdersâ deficit:
Common stock
Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Total stockholdersâ deficit
Total liabilities and stockholdersâ deficit
8
83,614
(50,802)
(760,302)
(727,482)
1,583,260
8
93,230
16,903
(450,966)
(340,825)
1,854,315
$
$
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Schedule 5
The Debtorsâ Securities
Pursuant to Local Rule 1007-2(a)(7), the Debtors submit that they have not issued
securities that are registered with the Securities and Exchange Commission. The securities
listed in the chart below were issued by Montvale-Para Holdings, Inc. pursuant to an exemption
from registration under the Securities Exchange Act of 1934, as amended.
Type of Security
Principal
Amount
Approximate
Number of Record
Holders
As of
12.5% Senior Secured
PIK Toggle Notes due
2017
$215,000,000.00
8
July 19, 2015
14% Senior Secured
Convertible Notes due
2018
$250,000,000.00
8
July 19, 2015
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Schedule 6
Debtorsâ Property Not in the Debtorsâ Possession
Local Rule 1007-2(a)(8) requires the Debtors to list property that is in the
possession or custody of any custodian, public officer, mortgagee, pledgee, assignee of
rents, secured creditor, or agent for any such entity.
In the ordinary course of business, on any given day, property of the
Debtors (including security deposits or other collateral with counterparties to certain
commercial relationships) is likely to be in the possession of various third parties,
including, vendors, shippers, common carriers, materialmen, distributors, warehousemen,
fulfillment houses, service providers, custodians, public officers or agents, where the
Debtorsâ ownership interest is not affected. Because of the constant movement of this
property, providing a comprehensive list of the persons or entities in possession of the
property, their addresses and telephone numbers, and the location of any court proceeding
affecting the property would be impractical.
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Schedule 7
Pursuant to Local Rule 1007-2(a)(9), the following lists the property or premises
owned, leased, or held under other arrangement from which the Debtors operate their businesses.
Leased Property1
Debtor
Street Address
City
State
Zip
Code
Country
A&P Live Better, LLC
1 Padanaram St
Danbury
CT
06812
USA
A&P Live Better, LLC
1511 Route 22
Brewster
NY
10509
USA
A&P Live Better, LLC
2200 Maple Ave
Fair Lawn
NJ
07410
USA
A&P Live Better, LLC
3399 Aramingo Ave
Philadelphia
PA
19134
USA
A&P Live Better, LLC
4365 Robert Kirkwood
Highway
Wilmington
DE
19808
USA
APW Supermarkets, Inc.
84 Jericho Turnpike
Commack
NY
11725
USA
APW Supermarkets, Inc.
1510 Old Country Rd
Riverhead
NY
11901
USA
APW Supermarkets, Inc.
3620 Long Beach Rd.
Oceanside
NY
11572
USA
APW Supermarkets, Inc.
1236 Veteran's Highway
Hauppauge
NY
11788
USA
APW Supermarkets, Inc.
777 Pulaski Road
Greenlawn
NY
11740
USA
APW Supermarkets, Inc.
2475 Jericho Tpk.
Garden City
NY
11040
USA
APW Supermarkets, Inc.
812 Montauk Hwy
Ctr Moriches
NY
11934
USA
APW Supermarkets, Inc.
70 Sunset Ave
West Hampton
NY
11978
USA
APW Supermarkets, Inc.
3100 Ocean Ave.
Brooklyn
NY
11235
USA
APW Supermarkets, Inc.
60 Wall St
Huntington
NY
11743
USA
APW Supermarkets, Inc.
2149 Ralph Ave.
Brooklyn
NY
11234
USA
APW Supermarkets, Inc.
440 W Sunrise Hwy
North
Patchogue
NY
11772
USA
1
The classification of the contractual agreements listed herein as real property leases or property held by other
arrangements is not binding upon the Debtors.
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APW Supermarkets, Inc.
60 E Hoffman Av
Lindenhurst
NY
11757
USA
APW Supermarkets, Inc.
5508 Sunrise Highway
Massapequa
NY
11758
USA
APW Supermarkets, Inc.
67 Newtown Lane
Easthampton
NY
11937
USA
APW Supermarkets, Inc.
167 Jagger Ln
Southampton
NY
11968
USA
APW Supermarkets, Inc.
10095 Main Rd.
Mattituck
NY
11952
USA
APW Supermarkets, Inc.
153-01 10th Ave
Whitestone
NY
11357
USA
APW Supermarkets, Inc.
133-11 20th Ave
College Point
NY
11356
USA
APW Supermarkets, Inc.
4054 Nesconset Highway
East Setauket
NY
11733
USA
APW Supermarkets, Inc.
1686 Merrick Rd
Merrick
NY
11566
USA
APW Supermarkets, Inc.
4560 Sunrise Hwy
Oakdale
NY
11769
USA
APW Supermarkets, Inc.
336 N. Broadway
Jericho
NY
11753
USA
APW Supermarkets, Inc.
2424 Flatbush Ave.
Brooklyn
NY
11234
USA
APW Supermarkets, Inc.
196-35 Horace Harding
Expy
Flushing
NY
11365
USA
APW Supermarkets, Inc.
8121 New Utrecht Ave.
Brooklyn
NY
11214
USA
APW Supermarkets, Inc.
890 Walt Whitman Rd.
Melville
NY
11747
USA
APW Supermarkets, Inc.
2 Westbury Ave
Carle Place
NY
11514
USA
APW Supermarkets, Inc.
1530 Front St
East Meadow
NY
11554
USA
APW Supermarkets, Inc.
83-25 153rd Ave
Howard Beach
NY
11414
USA
APW Supermarkets, Inc.
905 Atlantic Ave.
Baldwin
NY
11510
USA
APW Supermarkets, Inc.
702 Hicksville Rd.
Massapequa
NY
11758
USA
APW Supermarkets, Inc.
2162 Nesconset Hwy
Stony Brook
NY
11790
USA
APW Supermarkets, Inc.
245 Route 25A
Rocky Point
NY
11778
USA
APW Supermarkets, Inc.
259-01 Union Turnpike
Glen Oaks
NY
11004
USA
APW Supermarkets, Inc.
112-15 Beach Channel Dr.
Bell Harbor
NY
11694
USA
2
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APW Supermarkets, Inc.
40 Great Neck Rd.
Great Neck
NY
11021
USA
APW Supermarkets, Inc.
213-15 26th Ave
Bay Terrace
NY
11360
USA
APW Supermarkets, Inc.
75-55 31st Ave
Jackson Hgts
NY
11372
USA
APW Supermarkets, Inc.
156-01 Cross Bay Blvd.
Howard Beach
NY
11414
USA
APW Supermarkets, Inc.
1-1 Park Plaza
Glen Head
NY
11545
USA
APW Supermarkets, Inc.
35-10 Francis Lewis Blvd.
Bayside
NY
11361
USA
APW Supermarkets, Inc.
85 E Park Ave
Long Beach
NY
11561
USA
APW Supermarkets, Inc.
211 Middle Country Rd.
Selden
NY
11784
USA
APW Supermarkets, Inc.
1050 Willis Ave
Albertson
NY
11507
USA
APW Supermarkets, Inc.
1960 Deer Park Ave
Deer Park
NY
11729
USA
APW Supermarkets, Inc.
6400 Amboy Rd
Staten Island
NY
10309
USA
APW Supermarkets, Inc.
375 Tompkins Ave.
Rosebank
NY
10305
USA
Food Basics, Inc.
498 East 30th Street
Paterson
NJ
07504
USA
Food Basics, Inc.
514 Van Houten Ave
Passaic
NJ
07055
USA
Food Basics, Inc.
465 Getty Ave.
Paterson
NJ
07503
USA
Food Basics, Inc.
2185 Coyle St
Brooklyn
NY
11229
USA
Food Basics, Inc.
937 Lincoln Ave
Glen Rock
NJ
07452
USA
Food Basics, Inc.
414 Main Street
Belleville
NJ
07109
USA
Food Basics, Inc.
8920 Frankford Ave.
Philadelphia
PA
19135
USA
Food Basics, Inc.
1425 Kennedy Blvd
North Bergen
NJ
07047
USA
Food Basics, Inc.
289 Bergen Blvd.
Fairview
NJ
07022
USA
Food Basics, Inc.
15501 Bustleton Ave. #5
Philadelphia
PA
19116
USA
Pathmark Stores, Inc.
321 Stadium Plaza
Jersey City
NJ
07305
USA
Pathmark Stores, Inc.
420 Grand St.
Jersey City
NJ
07302
USA
3
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Pathmark Stores, Inc.
115 Belmont Ave
Belleville
NJ
07109
USA
Pathmark Stores, Inc.
405 NJ-17
Hackensack
NJ
07601
USA
Pathmark Stores, Inc.
2660 Hylan Blvd.
Staten Island
NY
10306
USA
Pathmark Stores, Inc.
85 Ackerman Ave
Clifton
NJ
07011
USA
Pathmark Stores, Inc.
4100 Park Ave
Weehawken
NJ
07087
USA
Pathmark Stores, Inc.
58 Broadway
Elmwood Park
NJ
07407
USA
Pathmark Stores, Inc.
895 Paulison Ave
Clifton
NJ
07011
USA
Pathmark Stores, Inc.
281-295 Ferry Street
Newark
NJ
07105
USA
Pathmark Stores, Inc.
481 River Road
Edgewater
NJ
07020
USA
Pathmark Stores, Inc.
80 New Bridge Road
Bergenfield
NJ
07621
USA
Pathmark Stores, Inc.
167 Bergen Street
Newark
NJ
07103
USA
Pathmark Stores, Inc.
471-79 Lyons Ave
Irvington
NJ
07111
USA
Pathmark Stores, Inc.
175 Lakeside Blvd.
Landing
NJ
07850
USA
Pathmark Stores, Inc.
407 Valley Street
South Orange
NJ
07079
USA
Pathmark Stores, Inc.
35 Lackawanna Plaza
Montclair
NJ
07042
USA
Pathmark Stores, Inc.
1157 US-46
Parsippany
NJ
07054
USA
Pathmark Stores, Inc.
25 Kinnelon Road
Kinnelon
NJ
07405
USA
Pathmark Stores, Inc.
757 Route 15
Lake
Hopatcong
NJ
07849
USA
Pathmark Stores, Inc.
211 Elmora Ave
Elizabeth
NJ
07202
USA
Pathmark Stores, Inc.
195 Rockland Center E.
Route 59
Nanuet
NY
10954
USA
Pathmark Stores, Inc.
1757 Central Park Ave
Yonkers
NY
10710
USA
Pathmark Stores, Inc.
130 Midland Ave
Port Chester
NY
10573
USA
Pathmark Stores, Inc.
2540 Central Park Ave
Yonkers
NY
10710
USA
Pathmark Stores, Inc.
10 Triangle Plaza
Ramsey
NJ
07446
USA
4
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Pathmark Stores, Inc.
242 Lincoln Blvd.
Middlesex
NJ
08846
USA
Pathmark Stores, Inc.
10 South Ave
Garwood
NJ
07027
USA
Pathmark Stores, Inc.
651 North Stiles Street
Linden
NJ
07036
USA
Pathmark Stores, Inc.
95 New Brunswick Ave
Hopelawn
NJ
08861
USA
Pathmark Stores, Inc.
1000 Easton Rd
Wyncote
PA
19095
USA
Pathmark Stores, Inc.
500 Lincoln Highway
Fairless Hills
PA
19030
USA
Pathmark Stores, Inc.
3021 Grays Ferry Ave
Philadelphia
PA
19146
USA
Pathmark Stores, Inc.
561 Route 1
Edison
NJ
08817
USA
Pathmark Stores, Inc.
50 RaceTrack Road
East
Brunswick
NJ
08816
USA
Pathmark Stores, Inc.
176-82 W. Chelten Ave
Philadelphia
PA
19144
USA
Pathmark Stores, Inc.
330 Oregon Ave
Philadelphia
PA
19148
USA
Pathmark Stores, Inc.
8700 Frankford Ave
Philadelphia
PA
19136
USA
Pathmark Stores, Inc.
4160 Monument Ave
Philadelphia
PA
19131
USA
Pathmark Stores, Inc.
2900 North Broad St
Philadelphia
PA
19132
USA
Pathmark Stores, Inc.
5005 Edgemont Ave
Brookhaven
PA
19015
USA
Pathmark Stores, Inc.
840 Cottman Ave
Philadelphia
PA
19111
USA
Pathmark Stores, Inc.
420 MacDade Blvd
Folsom
PA
19033
USA
Pathmark Stores, Inc.
42 South 69th Street
Upper Darby
PA
19082
USA
Pathmark Stores, Inc.
140 North MacDade Blvd
Glenolden
PA
19036
USA
Pathmark Stores, Inc.
3020 Highway 35
Hazlet
NJ
07730
USA
Pathmark Stores, Inc.
1930 Highway 88
Brick
NJ
08724
USA
Pathmark Stores, Inc.
1600 St. Georges Ave
Avenel
NJ
07001
USA
Pathmark Stores, Inc.
1043 Route 9
Old Bridge
NJ
08859
USA
Pathmark Stores, Inc.
1256 Indian Head Road
Toms River
NJ
08755
USA
5
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Pathmark Stores, Inc.
5100 Wellington Ave
Ventnor
NJ
08406
USA
Pathmark Stores, Inc.
3901 Lancaster Pike
Wilmington
DE
19805
USA
Pathmark Stores, Inc.
100 College Square
Newark
DE
19711
USA
Pathmark Stores, Inc.
148 Sunset Blvd.
New Castle
DE
19720
USA
Pathmark Stores, Inc.
101 Wicks Road
Brentwood
NY
11717
USA
Pathmark Stores, Inc.
2060 Sunrise Highway
Bay Shore
NY
11706
USA
Pathmark Stores, Inc.
300 West 145th Street
New York
NY
10039
USA
Pathmark Stores, Inc.
5145 Nesconset Highway
Port Jefferson
NY
11776
USA
Pathmark Stores, Inc.
130 Wheatley Plaza
Greenvale
NY
11548
USA
Pathmark Stores, Inc.
160 East 125th Street
New York
NY
10035
USA
Pathmark Stores, Inc.
410 West 207th Street
New York
NY
10034
USA
Pathmark Stores, Inc.
492 East Atlantic Ave
East
Rockaway
NY
11518
USA
Pathmark Stores, Inc.
399 Route 112
Patchogue
NY
11772
USA
Pathmark Stores, Inc.
1251 Deer Park Ave
North Babylon
NY
11703
USA
Pathmark Stores, Inc.
134-40 Springfield Blvd.
Springfield
Gardens
NY
11413
USA
Pathmark Stores, Inc.
625 Atlantic Ave
Brooklyn
NY
11217
USA
Pathmark Stores, Inc.
31-06 Farrington Street
Whitestone
NY
11354
USA
Pathmark Stores, Inc.
1764 Grand Ave
Baldwin
NY
11510
USA
Pathmark Stores, Inc.
1245 61st Street
Brooklyn
NY
11219
USA
Pathmark Stores, Inc.
4055 Merrick Road
Seaford
NY
11783
USA
Pathmark Stores, Inc.
92-10 Atlantic Ave
Ozone Park
NY
11417
USA
Pathmark Stores, Inc.
460 Franklin Ave
Franklin
Square
NY
11010
USA
Pathmark Stores, Inc.
111-10 Flatlands Ave
Brooklyn
NY
11207
USA
Pathmark Stores, Inc.
1525 Albany Ave
Brooklyn
NY
11210
USA
6
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Pathmark Stores, Inc.
2965 Cropsey Ave
Brooklyn
NY
11214
USA
Pathmark Stores, Inc.
155 Islip Ave
Islip
NY
11751
USA
Pathmark Stores, Inc.
5801 Sunrise Highway
Sayville
NY
11741
USA
Pathmark Stores, Inc.
1-37 12th Street
Brooklyn
NY
11215
USA
Pathmark Stores, Inc.
531 Montauk Highway
West Babylon
NY
11704
USA
Pathmark Stores, Inc.
800 Montauk Highway
Shirley
NY
11967
USA
Pathmark Stores, Inc.
2136 Bartow Ave
Bronx
NY
10475
USA
Pathmark Stores, Inc.
2335 New Hyde Park Road
New Hyde
Park
NY
11040
USA
Pathmark Stores, Inc.
941 Carmans Road
Massapequa
NY
11758
USA
Pathmark Stores, Inc.
3901 Hempstead Tpke.
Bethpage
NY
11714
USA
Pathmark Stores, Inc.
961 East 174th Street
Bronx
NY
10460
USA
Pathmark Stores, Inc.
2150 Middle Country Road
Centereach
NY
11720
USA
Pathmark Stores, Inc.
683 Old Country Road
Dix Hills
NY
11746
USA
Pathmark Stores, Inc.
1720 Eastchester Road
Bronx
NY
10461
USA
Pathmark Stores, Inc.
2730 Arthur Kill Road
Staten Island
NY
10309
USA
Pathmark Stores, Inc.
100 Greaves Lane
Staten Island
NY
10308
USA
Pathmark Stores, Inc.
2875 Richmond Ave
Staten Island
NY
10314
USA
Pathmark Stores, Inc.
1351 Forest Ave
Staten Island
NY
10302
USA
Shopwell, Inc.
1175 Third Ave
New York
NY
10021
USA
Shopwell, Inc.
1450 Third Ave
New York
NY
10028
USA
Shopwell, Inc.
969 Second Ave
New York
NY
10022
USA
Shopwell, Inc.
2415 Broadway
New York
NY
10024
USA
Shopwell, Inc.
1331 First Ave
New York
NY
10021
USA
Shopwell, Inc.
10 Union Square
New York
NY
10003
USA
7
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Shopwell, Inc.
452 W 43rd St
New York
NY
10036
USA
Shopwell, Inc.
810 8th Ave
New York
NY
10019
USA
Shopwell, Inc.
1066 3rd Ave
New York
NY
10021
USA
Shopwell, Inc.
316 Greenwich St.
New York
NY
10013
USA
Shopwell, Inc.
401 E 59th Street
New York
NY
10022
USA
Shopwell, Inc.
1175 Third Avenue Suite A
New York
NY
10021
USA
Super Fresh Food Markets, Inc.
1305 West Chester Pike
Haverton
PA
19083
USA
Super Fresh Food Markets, Inc.
180 West Girard Ave
Philadelphia
PA
19123
USA
Super Fresh Food Markets, Inc.
863 E. Baltimore Pike,
Kennett
Square
PA
19348
USA
Super Fresh Food Markets, Inc.
800 Bustleton Pike
Richboro
PA
18954
USA
Super Fresh Food Markets, Inc.
250 E Lancaster
Wynnewood
PA
19096
USA
Super Fresh Food Markets, Inc.
1025 Youngsford
Gladwyne
PA
19035
USA
Super Fresh Food Markets, Inc.
1301 W. Skippack Pike
Center Square
PA
19422
USA
Super Fresh Food Markets, Inc.
609 E. Bay Ave
Manahawkin
NJ
08050
USA
Super Fresh Food Markets, Inc.
2400 Delaware Ave.
Wildwood
NJ
08260
USA
Super Fresh Food Markets, Inc.
800 West Ave.
Ocean City
NJ
08226
USA
Super Fresh Food Markets, Inc.
18578 Coastal Highway,
Unit 13
Rehoboth
Beach
DE
19971
USA
Super Fresh Food Markets, Inc.
2105 Philadelphia Pike
Claymont
DE
19703
USA
Super Fresh Food Markets, Inc.
1812 Marsh Rd. Unit 1
Wilmington
DE
19810
USA
Super Fresh Food Markets, Inc.
2044 New Castle
New Castle
DE
19720
USA
Super Fresh Food Markets, Inc.
401 New London
Newark
DE
19711
USA
Super Fresh Food Markets, Inc.
322 W. Bridge St.
New Hope
PA
18938
USA
Super Fresh Food Markets, Inc.
1851 S. Christopher
Columbus Blvd. Unit 3
Philadelphia
PA
19148
USA
Super Fresh Food Markets, Inc.
309 S. 5th St.
Philadelphia
PA
19106
USA
8
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Super Fresh Food Markets, Inc.
1001 South St.
Philadelphia
PA
19147
USA
Super Fresh Food Markets, Inc.
7162 Ridge Ave
Philadelphia
PA
19128
USA
Super Fresh Food Markets, Inc.
450 W Swedeford Rd
Devon
PA
19333
USA
Super Fresh Food Markets, Inc.
300 S Best Ave
Walnutport
PA
18088
USA
Super Fresh Food Markets, Inc.
643 Conchester Hwy
Boothwyn
PA
19061
USA
Super Fresh Food Markets, Inc.
2101-41 Cottman Avenue
Philadelphia
PA
19149
USA
Super Fresh Food Markets, Inc.
85 Franklin Mills Blvd.
Philadelphia
PA
19154
USA
Super Fresh Food Markets, Inc.
7700 Crittenden St.
Philadelphia
PA
19118
USA
The Great Atlantic & Pacific Tea
Company, Inc.
9507 Coastal Hwy
Ocean City
MD
21842
USA
The Great Atlantic & Pacific Tea
Company, Inc.
12641 Ocean Gateway
Ocean City
MD
21842
USA
771 Pine St
Bristol
CT
06011
USA
40 Fenn Road
Newington
CT
06111
USA
25 Broadway Ave.
Mystic
CT
06355
USA
117 Boston Post Road
Waterford
CT
06385
USA
28 Halls Rd.
Old Lyme
CT
06371
USA
282 Elm St
New Canaan
CT
06840
USA
1259 Boston Post Road
Riverside
CT
06878
USA
42 Danbury Rd
Ridgefield
CT
05877
USA
57 Route 46
Hackettstown
NJ
07840
USA
30 Irvington Av
Westwood
NJ
07675
USA
21 Summit St
Summit
NJ
07901
USA
1205 Richmond Ave.
Pt. Pleasant
Beach
NJ
08742
USA
45 Pearl St
Metuchen
NJ
08840
USA
1069 Ringwood Ave Suite
108
Haskell
NJ
07420
USA
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
9
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The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
Entered 07/20/15 03:26:23
Pg 83 of 93
1103 Rte 46
Ledgewood
NJ
07852
USA
534 Bergen Blvd
Palisades Park
NJ
07024
USA
1643 Route 82
Lagrangeville
NY
12540
USA
13 N. Ave
Pleasant
Valley
NY
12569
USA
3105 E. Main St.
Mohegan Lake
NY
10547
USA
3101 Route 22
Patterson
NY
12563
USA
805 Mamaroneck Ave.
Mamaroneck
NY
10543
USA
1366 E. Main St
Shrub Oak
NY
10588
USA
3 Village Center
Mahopac
NY
10541
USA
829 Route 82
Hopewell
Junction
NY
12533
USA
1223 Nepperhan Ave.
Yonkers
NY
10703
USA
660 Mclean Ave.
Yonkers
NY
10704
USA
668 Central Ave
Scarsdale
NY
10583
USA
20 Welcher Ave.
Peekskill
NY
10566
USA
132 Bedford Rd
Katonah
NY
10536
USA
100 Triangle Center
Yorktown
NY
10598
USA
Rt. 22 & Rt. 138
Goldens Brdg
NY
10526
USA
230 Saw Mill Rd.
Millwood
NY
10546
USA
195 N. Bedford Rd.
Mount Kisco
NY
10549
USA
75 Mayhill St
Saddle Brook
NJ
07663
USA
1260 Springfield Ave
New
Providence
NJ
07974
USA
403 King George Road
Basking Ridge
NJ
07920
USA
315 Pascack Rd
Township of
Washington
NJ
07676
USA
216 Old Tappan Rd
Old Tappan
NJ
07675
USA
10
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The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
Entered 07/20/15 03:26:23
Pg 84 of 93
152 Route 94
Blairstown
NJ
07825
USA
2160 Lemoine Ave
Fort Lee
NJ
07024
USA
1185 Amboy Ave
Edison
NJ
08817
USA
23 Quaker Ridge
New Rochelle
NY
10804
USA
325 State Highway 35
Matawan
NJ
07721
USA
614 Clinton Street
Hoboken
NJ
07030
USA
550 Myrtle Ave
Boonton
NJ
07005
USA
425 Anderson Av
Fairview
NJ
07022
USA
137 Lake St
Midland Park
NJ
07432
USA
530 Rt 515 Unit 1
Vernon
NJ
07462
USA
990 Shrewsbury Ave
Tinton Falls
NJ
07724
USA
63 Wanaque Ave
Pomton Lakes
NJ
07442
USA
45 Demercurio Dr.
Allendale
NJ
07401
USA
5734 Berkshire Valley Rd
Jefferson
NJ
07438
USA
125 Main Street
Denville
NJ
07834
USA
907 Oak Tree Road
S. Plainfield
NJ
07080
USA
2101 Route 35
Holmdel
NJ
07733
USA
520 Chestnut Ridge Rd
Woodcliff
Lake
NJ
07677
USA
199 Kinderkamack Rd.
Park Ridge
NJ
07656
USA
560 Valley Road
Wayne
NJ
07470
USA
117 Franklin Tpk.
Mahwah
NJ
07430
USA
455 Rt 23 North
Sussex
NJ
07461
USA
1938 Union Valley Rd.
West Milford
NJ
07421
USA
148 Center Grove Rd
Randolph
NJ
07869
USA
11
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The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
Entered 07/20/15 03:26:23
Pg 85 of 93
396 Demarest Ave
Closter
NJ
07624
USA
1730 Rt 46 West
Woodland
Park
NJ
07424
USA
261 S Ridge St
Rye Brook
NY
10573
USA
160 W Putnam Av
Greenwich
CT
06830
USA
355 Halstead Ave.
Harrison
NY
10528
USA
1261 East Putnam Ave.
Riverside
CT
06878
USA
19 Belleville Ave.
Bloomfield
NJ
07003
USA
55 Riverwalk Dr.
West New
York
NJ
07093
USA
5661 Riverdale Ave.
Bronx
NY
10471
USA
1886 Pleasantville Rd.
Briarcliff
Manor
NY
10510
USA
777 White Plains Rd.
Scarsdale
NY
10583
USA
12-14 Cedar St
Bronxville
NY
10708
USA
87 Main Street
Hastings
NY
10706
USA
422 Old Post Rd.
Bedford
NY
10506
USA
1201 High Ridge Rd.
Stamford
CT
06905
USA
2005 Albany Post Rd.
Croton-onHudson
NY
10520
USA
103 Knollwood Rd.
Greenburgh
NY
10607
USA
610 Columbus Ave
Thornwood
NY
10594
USA
14 Lake Ridge Plaza
Valley Cottage
NY
10989
USA
117 Washington Valley Rd
Warren
NJ
07059
USA
64 Brick Plaza
Bricktown
NJ
08723
USA
431 County Rd. Route 513
Califon
NJ
07830
USA
459 Rt. 31 South
Washington
NJ
07882
USA
3500 Rt. 9
Old Bridge
NJ
08857
USA
12
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The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Great Atlantic & Pacific Tea
Company, Inc.
The Old Wine Emporium of
Westport, Inc.
Tradewell Foods of Connecticut,
Inc.
Waldbaum, Inc.
Entered 07/20/15 03:26:23
Pg 86 of 93
507 Prospect Ave.
Little Silver
NJ
07739
USA
1060 Raritan Road
Clark
NJ
07066
USA
510 Valley Rd
Montclair
NJ
07043
USA
80 Market Street
Kenilworth
NJ
07033
USA
510 Milltown Rd
North
Brunswick
NJ
08902
USA
105 South Ave
Fanwood
NJ
07023
USA
5 Ortley Plaza
Ortley Beach
NJ
08751
USA
1002 Rt. 36
Navesink
NJ
07716
USA
2007 Route 35
Wall
Township
NJ
07719
USA
525 E. Route 46
Belvidere
NJ
07823
USA
49 Old Route 22
Clinton
NJ
08809
USA
7 Naughbright Rd.
Mt. Olive
NJ
07840
USA
460 County Line Rd./Route
520
Marlboro
NJ
07746
USA
2400 Berlin Turnpike
Newington
CT
06111
USA
280 Elm St.
New Canaan
CT
06840
USA
125 18th Street
Jersey City
NJ
07310
USA
13
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Schedule 8
Location of Debtorsâ Assets, Books, and Records
Pursuant to Local Rule 1007-2(a)(10), the following lists the locations of
the Debtorsâ substantial assets, the location of their books and records, and the nature,
location, and value of any assets held by the Debtors outside the territorial limits of the
United States.
Location of Debtorsâ Substantial Assets
The Debtors have assets of more than $1.5 billion, as provided in Schedule
4, with substantial assets in Connecticut, Delaware, Maryland, New Jersey, New York,
and Pennsylvania.
Books and Records
The Debtorsâ books and records are located at Two Paragon Drive,
Montvale, New Jersey 07645.
Debtorsâ Assets Outside the United States
The Debtors do not have significant assets located outside of the territorial
limits of the United States.
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Schedule 9
Litigation
Pursuant to Local Rule 1007-2(a)(11), to the best of the Debtors' knowledge, belief, and
understanding, there are no actions or proceedings pending or threatened against the Debtors or
their property, as of the Commencement Date, where a judgment against the Debtors or a seizure
of their property may be imminent.
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Schedule 10
Senior Management
Pursuant to Local Rule 1007-2(a)(12), the following provides the names of
the individuals who comprise the Debtorsâ existing senior management, a description of
their tenure with the Debtors, and a brief summary of their relevant responsibilities and
experience.
Name & Position
Paul Hertz
President & Chief
Executive Officer
Christopher McGarry
Chief Restructuring
Officer
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Responsibilities & Experience
Mr. Hertz has served as the President and Chief Executive Officer
of Montvale-Para Holdings, Inc. (âMontvaleâ) and The Great
Atlantic & Pacific Tea Company, Inc. (âA&Pâ) since March 2014.
Prior to assuming those roles, he served as an Executive Vice
President and as the Chief Operating Officer of A&P, where he was
responsible for overseeing all of the Debtorsâ store and back-office
operations. Prior to his tenure at A&P, Mr. Hertz served as an
Executive Vice President of Retail Stores of Office Max from 2007
to 2010 and Senior Vice President of Stores at Wild Oats from 2006
to 2007. Mr. Hertz has over 25 years of experience in the
supermarket retailing industry.
Mr. McGarry was appointed as Chief Restructuring Officer on July
19, 2015. Prior to that appointment, he served as an Executive
Vice President and as the Chief Administrative Officer of Montvale
and A&P since March 2014. Mr. McGarry manages the Debtorsâ
day-to-day business operations and regularly reports to Mr. Hertz.
Prior to assuming his current roles, Mr. McGarry served as a Senior
Vice President and as the General Counsel of A&P. Prior to his
tenure at A&P, Mr. McGarry served as the General Counsel of
Exel, Inc. and as Assistant General Counsel and Head of Real
Estate of the Grand Union Company. Mr. McGarry has over 20
years of relevant industry experience.
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Name & Position
Tim Carnahan
Senior Vice President,
Chief Financial Officer
& Treasurer (Montvale
& A&P)
President (all other
Debtors)
Entered 07/20/15 03:26:23
Pg 90 of 93
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Responsibilities & Experience
Mr. Carnahan has served as a Senior Vice President and as the
Chief Financial Officer and Treasurer of Montvale and A&P since
August 2014. In these capacities, he manages the Debtorsâ
financial risk and is responsible for financial planning and
recordkeeping. His duties also include overseeing the Debtorsâ
centralized cash management system and managing personnel in
the Debtorsâ finance department. In addition, Mr. Carnahan serves
as the President of each of the other Debtors. Mr. Carnahan has
over 30 years of grocery and related industry experience and has
held management positions at Big V/ShopRite Supermarkets, The
Grant Union Company, Office Depot, and Kroger.
Mr. Krishnamurthy has served as an Executive Vice President and
as the Chief Strategy Office of Montvale and A&P since March
Executive Vice President 2014. In these capacities, he assists Mr. Hertz and Mr. McGarry
& Chief Strategy Officer with the development, communication, and execution of the
Debtorsâ strategic initiatives. Prior to assuming these roles, Mr.
Krishnamurthy served as a Senior Vice President and as the Chief
Information Officer of A&P from September 2011 to March 2014.
Mr. Krishnamurthy has over 20 years of experience in the
technology industry, including extensive background in driving
large-scale business optimization and transformation efforts. Prior
to his tenure at A&P, Mr. Krishnamurthy served as the Chief
Information Officer of United Airlines and as the Chief Technology
Officer at Northern Trust Bank.
Mr. Kanterman has served as an Executive Vice President and as
Eric Kanterman
the Chief Merchandising Officer of Montvale and A&P since
Executive Vice President December 2014. He oversees the sales and merchandising
& Chief Merchandising operations of the Debtorsâ retail supermarket stores. Prior to
Officer
assuming these roles, Mr. Kanterman held several management
positions at A&P, including Regional Sales Manager, Vice
President of Sales and Merchandising, Senior Vice President of
Operations, and Chief Operating Officer. Mr. Kanterman has
nearly 30 years of experience in the supermarket retailing industry.
Nirup Krishnamurthy
2
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Responsibilities & Experience
Mr. Fitzpatrick has served as an Executive Vice President and as
the Chief Operating Officer of Montvale and A&P since December
Executive Vice President 2014. He oversees the ongoing business operations of the
& Chief Operating
Debtorsâ businesses.
Prior to assuming these roles, Mr.
Officer
Fitzpatrick held several management positions at A&P, including
Senior Vice President of Operations, Vice President of
Labor/Operational Effectiveness, Director of Retail Support, and
Director of Labor Productivity. Mr. Fitzpatrick has over 35 years
of operations experience in the supermarket retailing industry.
Mr. Angelillo has served as a Vice President and as the Chief
Richard Angelillo
Information Officer of Montvale and A&P since December 2014.
Vice President & Chief
Mr. Angelillo is responsible for overseeing the Debtorsâ
Information Officer
information technology systems. Prior to assuming these roles,
Mr. Angelillo held several management positions at A&P,
including Vice President of Application Integration/Information
Systems Management, Vice President of Data Management, and
Director of Project Management.
Mr. Bennett has served as a Vice President and as the General
Matthew Bennett
Counsel and Secretary of Montvale and A&P since December
Vice President, General 2014. In these capacities, he serves as the chief attorney of the
Counsel & Secretary
Debtorsâ legal department, manages the Debtorsâ records, and acts
as a liaison between senior management and the Debtorsâ boards of
directors/managers. Prior to assuming these roles, Mr. Bennett
served as the Vice President of Legal Services and as Senior
Counsel.
Ms. Baker has served as the Treasurer for each of the Debtors other
Joan Baker
than Montvale and A&P since August 2014. In this capacity, she
Treasurer (all Debtors
is responsible for overseeing and managing the financial records
other than Montvale and and treasury departments of the applicable Debtors. Ms. Baker
A&P)
also assists Mr. Carnahan with the management of the Debtorsâ
centralized cash management system.
Brian Fitzpatrick
3
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Schedule 11
Payroll
Pursuant to Local Rule 1007-2(b)(1)-(2)(A) and (C), the following
provides the estimated amount of weekly payroll to the Debtorsâ employees (not
including officers, directors, and stockholders) and the estimated amount to be paid to
officers, stockholders, directors, and financial and business consultants retained by the
Debtors for the 30-day period following the filing of the chapter 11 petitions.
Payments to Employees
(Not Including Officers, Directors, and
Stockholders)
$53,900,000.00
Payments to Officers,
Stockholders, and Directors
$410,000.00
Payments to Financial and Business
Consultants
$1,335,000.00
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Schedule 12
Cash Receipts and Disbursements,
Net Cash Gain or Loss, Unpaid Obligations and Receivables
Pursuant to Local Rule 1007-2(b)(3), the following provides, for the 30day period following the filing of the chapter 11 petition, the estimated cash receipts and
disbursements, net cash gain or loss, and obligations and receivables expected to accrue
that remain unpaid, other than professional fees.
Cash Receipts
Cash Disbursements
Net Cash Loss
Unpaid Obligations
Uncollected Receivables
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$398,000,000.00
$405,400,000.00
Not applicable
$130,000,000.00
$76,600,000.00