PUBLIC NOTICE OF CHAPTER 11 SALE: Blank Label Group, Inc

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re BLANK LABEL GROUP, INC., et al., Debtors.¹ Chapter 11
Case No. 23-10286 (JTD)
Jointly Administered

NOTICE OF SALE, BIDDING PROCEDURES, POTENTIAL
AUCTION, AND SALE HEARING

PLEASE TAKE NOTICE that, on March 8, 2023 (the “Petition Date”), the above-captioned debtors and debtors in possession (collectively, the “Debtors”) each filed a voluntary petition for relief, electing to proceed under Subchapter V of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”), commencing these chapter 11 cases (the “Chapter 11 Cases”).

PLEASE TAKE FURTHER NOTICE that, on March 9, 2023, the Debtors filed a motion [D.I. 10] (the “Bidding Procedures Motion”) seeking entry of (a) an order (the “Bidding Procedures Order”), (i) authorizing and approving bidding procedures (the “Bidding Procedures”)² in connection with one or more sales or dispositions (collectively, the “Sale”) of all or substantially all of the Debtors’ assets (the “Assets”), (ii) authorizing the Debtors to enter into and perform under an asset purchase agreement (the “Stalking Horse Agreement”) between the Debtors and the Stalking Horse Bidder, subject to the solicitation of higher or otherwise better offers for the Debtors’ Assets, (iii) establishing certain dates and deadlines for the sale process, including scheduling an auction of the Assets (the “Auction”), if applicable, in accordance with the Bidding Procedures, and the hearing with respect to the approval of the Sale (the “Sale Hearing”), (iv) approving the form and manner of notice of the Auction, if any, the Sale and the Sale Hearing, (v) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale and approving the form and manner of notice thereof, and (vi) granting related relief; and (b) one or more orders (each, a “Sale Order”), as applicable, authorizing and approving: (i) the Sale of the Assets to the Stalking Horse Bidder or other Successful Bidder(s), as applicable (the “Purchaser”), free and clear of all liens, claims, interests, and encumbrances to the extent set forth in the Stalking Horse Agreement or asset purchase agreement(s) with the otherwise Successful Bidder(s), as applicable (the “Asset Purchase Agreement”), (ii) the assumption and assignment of the Assigned Contracts as set forth in the Asset Purchase Agreement, and (iii) granting related relief.

PLEASE TAKE FURTHER NOTICE that, on May 24, 2023, the Court entered the Bidding Procedures Order [D.I. 61], approving, among other things, the Bidding Procedures, which establish key dates and times relating to the Sale and the Auction. All interested bidders should carefully read the Bidding Procedures Order and the Bidding Procedures in their entirety.³

Contact Persons for Parties Interested in Submitting a Bid

The Bidding Procedures set forth in detail the requirements for submitting Qualified Bids, and any person interested in making an offer to purchase the Assets must comply strictly with the Bidding Procedures. Only Qualified Bids that are submitted in accordance with the Bidding Procedures will be considered by the Debtors.

ANY PARTY INTERESTED IN BIDDING ON THE ASSETS SHOULD CONTACT JOSEPH C. BARSALONA II ([email protected]) AND RICHARD C. SOLOW ([email protected]).

Important Dates and Deadlines⁴

• Bid Deadline. The deadline to submit a Qualified Bid is May 5, 2023, at 4:00 p.m. (Eastern Daylight Time).
• Auction. If one or more Qualified Bids (other than the Stalking Horse Bid) are received by the Bid Deadline, the Debtors will conduct the Auction, which shall take place on May 8, 2023 at 10:00 a.m. (Eastern Daylight Time), at the offices of Pashman Stein Walder Hayden, P.C., 1007 North Orange Street, 4th Floor, Wilmington, Delaware 19801 and via a virtual meeting (either telephonic or via videoconference). If the Auction cannot be held at a physical location, the Auction will be entirely conducted via a virtual meeting. If the Debtors do not receive any Qualified Bids (other than the Stalking Horse Bid), the Debtors will not conduct the Auction and will designate the Stalking Horse Bid as the Successful Bid. If no timely Qualifying Bids other than the Stalking Horse Bid are submitted on or before the Bid Deadline, the Debtors shall not hold an Auction and shall request at the Sale Hearing that the Court approve the Stalking Horse Agreement and the transactions contemplated thereunder.
• Objection Deadlines. The deadline to file an objection with the Court to the consummation of the Sale (excluding objections relating solely to the conduct of the Auction or identity of the Successful(s) Bidder other than the Stalking Horse Bidder) is May 8, 2023, at 4:00p.m. (Eastern Daylight Time) (the “Sale Objection Deadline”). If the Auction is held, objections relating solely to the identity of the Successful Bidder(s) (other than the Stalking Horse Bidder) or adequate assurance of future performance provided by the Successful Bidder(s) other than the Stalking Horse Bidder must be filed with the Court by May 10, 2023, at noon (Eastern Daylight Time) (the “Adequate Assurance Objection Deadline”). Any objections not resolved prior to the Sale Hearing shall be argued at the Sale Hearing or such other time as set by the Court.
• Sale Hearing. The Sale Hearing to consider the proposed Sale will be held before the Honorable John T. Dorsey on May 15, 2023, at 2:00 p.m. (Eastern Daylight Time), or such other date as determined by the Court, at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware 19801.

Filing Objections

Objections to the Sale or conduct of the Auction, if any, must (i) be in writing and specify the nature of such objection, (ii) comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and all orders of the Court entered in the Chapter 11 Cases, (iii) be filed with the Court by the Sale Objection Deadline or Adequate Assurance Objection Deadline, as applicable, and (iv) be served upon the following parties (collectively, the “Objection Notice Parties”): (a) proposed counsel to the Debtors, Pashman Stein Walder Hayden, P.C., 1007 North Orange Street, 4th Floor, Suite #183, Wilmington, Delaware, 19801-1242, Attn: Joseph C. Barsalona II ([email protected]) and Richard C. Solow ([email protected]); (b) the Subchapter V Trustee, Brown McGarry Nimeroff LLC, 919 N. Market Street, Suite 420, Wilmington, Delaware, 19801, Attn: Jami Nimeroff ([email protected]); (c) counsel to Settle, Bryan Cave Leighton Paisner LLP, One Wells Fargo Center, 301 S. College Street, Suite 2150, Charlotte, NC, 28202, Attn: Jarret P. Hitchings ([email protected]); (d) counsel to the Stalking Horse Bidder, VC2 Law, 8985 South Eastern Avenue, Suite 100, Las Vegas, Nevada 89123, Attn: Michael Van ([email protected]); (e) the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”), 844 N. King Street, Wilmington, Delaware 19801, Attn: Jane M. Leamy ([email protected]); and (f) any Successful Bidders.

Consequences of Failing to Timely File an Objection

ANY PARTY WHO FAILS TO MAKE A TIMELY SALE OBJECTION ON OR BEFORE THE SALE OBJECTION DEADLINE OR, SOLELY WITH RESPECT TO OBJECTIONS RELATED TO THE IDENTITY OF THE SUCCESSFUL BIDDER(S) (OTHER THAN THE STALKING HORSE BIDDER) OR ADEQUATE ASSURANCE OF FUTURE PERFORMANCE PROVIDED BY THE SUCCESSFUL BIDDER(S) OTHER THAN THE STALKING HORSE BIDDER, ADEQUATE ASSURANCE OBJECTION DEADLINE, AS APPLICABLE, IN ACCORDANCE WITH THE BIDDING PROCEDURES ORDER SHALL BE FOREVER BARRED FROM ASSERTING ANY SALE OBJECTION, INCLUDING WITH RESPECT TO THE TRANSFER OF THE ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS.

Sale Free and Clear

The Sale will be free and clear of, among other things, any claim arising from any conduct of the Debtors prior to the closing of the Sale, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, so long as such claim arises out of or relates to events occurring prior to the closing of the Sale. Accordingly, as a result of the Sale, the Purchaser will not be a successor to any of the Debtors by reason of any theory of law or equity, and the Purchaser will have no liability, except as expressly provided in the Purchaser’s Asset Purchase Agreement, for any liens, claims, encumbrances and other interests against or in any of the Debtors under any theory of law, including successor liability theories.

Obtaining Additional Information

Copies of the Bidding Procedures Motion, the Bidding Procedures, the Bidding Procedures Order, the Stalking Horse Agreement and all other documents filed with the Court can be requested by emailing the Debtors’ proposed counsel Joseph C. Barsalona II ([email protected]) and Richard C. Solow ([email protected]).

FAILURE TO ABIDE BY THE BIDDING PROCEDURES, THE BIDDING PROCEDURES ORDER, OR ANY OTHER ORDER OF THE COURT IN THE CHAPTER 11 CASES MAY RESULT IN THE REJECTION OF YOUR BID.

Dated: March 27, 2023
Wilmington, Delaware
PASHMAN STEIN WALDER
HAYDEN, P.C.
/s/ Joseph C. Barsalona II
Joseph C. Barsalona II (No. 6102)
1007 North Orange Street, 4th Floor, Suite 183
Wilmington, DE 19801-1242
Telephone: (302) 592-6496
Email: [email protected]
-and-
Richard C. Solow (admitted pro hac vice)
The Woolworth Building
233 Broadway, Suite 820
New York, New York 10279
Email: [email protected]
Proposed Counsel to the Debtors and
Debtors in Possession

1. The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number are as follows Blank Label Group, Inc. (6183); BlackLapel Custom Clothiers, Inc. (3725); and Ratio Clothing, LLC (8330). The Debtors’ mailing address is 36 Bromfield Street, 203, Boston, MA 02108.
2. Capitalized terms not defined in this notice are used as defined in the Bidding Procedures Motion or the Bidding Procedures, as applicable.
3. To the extent of any inconsistencies between the Bidding Procedures and the summary descriptions of the Bidding Procedures in this notice, the terms of the Bidding Procedures shall control in all respects.
4. The following dates and deadlines may be extended by the Debtors or the Court pursuant to the terms of the Bidding Procedures and the Bidding Procedures Order.