liquidating trustee’s notice of final report and …

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UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA

In re: Chapter 11 Wagstaff Minnesota, Inc. et al.,1 Case No. 11-43073 Debtors. Jointly Administered ______________________________________________________________________________

LIQUIDATING TRUSTEE’S NOTICE OF FINAL REPORT AND

HEARING ON MOTION FOR FINAL DECREE IN WAGSTAFF MINNESOTA, INC. PURSUANT TO SECTION 350(a) OF THE BANKRUPTCY CODE AND,

BANKRUPTCY RULE 3022 ______________________________________________________________________________ TO: The parties listed on the attached Certificate of Service, in accordance with Local Rule 9013-3. 1. Deborah C. Swenson, not individually, but solely as Liquidating Trustee (the

“Liquidating Trustee”)2 of the No. 43073 Liquidating Trust (the “Liquidating Trust”) appointed

in the above-captioned chapter 11 case, by and through her undersigned attorneys, hereby files

her Final Report and moves the Court pursuant to 11 U.S.C. § 350(a) and Rule 3022 of the

Bankruptcy Rules for the entry of a final decree (“Final Decree”) closing the Chapter 11 case of

Wagstaff Minnesota, Inc. (the “Debtor”). In support of this Motion, the Liquidating Trustee

respectfully represents as follows:

2. The Court will hold a hearing on this motion at 10:30 a.m., December 18, 2014

before the Honorable Katherine A. Constantine, Courtroom 2C, Warren E. Burger Federal

Building, U.S. Courthouse, 316 North Robert Street, St. Paul, Minnesota, 55101.

1 Jointly administered debtors included the following cases that have been previously closed: Wagstaff Properties, LLC, Case No. 11-43074; Wagstaff Management Corp., Case No. 11-43081; D&D Food Management, Inc., Case No. 11-43084; D&D Idaho Food, Inc., Case No. 11-43083; Wagstaff Texas, Inc., Case No. 11-43080; Wagstaff Properties Texas, LLC, Case No. 11-43077; Wagstaff Atte Alaska, Inc., Case No. 11-43082; Wagstaff Atte Alaska, LLC, Case No. 11-43078; and A D Bakes, Inc., Case No. 11-43079. The following jointly administered debtors have pending motions for final decree set for hearing on December 18, 2014: Wagstaff Properties Minnesota, LLC, Case No. 11-43076; and D&D Property Investments, LLC, Case No. 11-43075. 2 All capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan or Trust Agreement.

Case 11-43073 Doc 922 Filed 11/24/14 Entered 11/24/14 15:05:51 Desc Main Document of 51

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3. Any response to this motion must be filed and served not later than December 13,

2014, which is five (5) days before the time set for the hearing (including Saturdays, Sundays,

and holidays). UNLESS A RESPONSE OPPOSING THE MOTION IS TIMELY FILED,

THE COURT MAY GRANT THE MOTION WITHOUT A HEARING.

4. This Court has jurisdiction over this motion pursuant to 28 U.S.C. §§ 157 and

1334. This proceeding is a core proceeding pursuant to 28 U.S.C. §§ 157(b).

5. This motion arises and is filed under 11 U.S.C. § 350(a), Fed. R. Bankr. P. 3022

and 9013 and Local Rule 9013-1 et seq.

6. In support of this Motion, the Liquidating Trustee is filing a Memorandum of Law

In Support of Liquidating Trustee’s Notice of Final Report and Motion for Final Decree in

Wagstaff Minnesota, Inc. Pursuant to 11 U.S. C. § 350(a) and Bankruptcy Rule 3022, which will

be filed in accordance with Local Rules 9006-1(b) and 9013-2(a).

BACKGROUND

7. On April 30, 2011 (the “Petition Date”), the Debtor filed a voluntary petition for

relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the

United States Bankruptcy Court for the District of Minnesota (the “Court”). The Debtor’s

chapter 11 case is jointly administered with other former Wagstaff entities in this case.

8. On January 31, 2013, the Debtors and the Official Committee of Unsecured

Creditors (collectively, the “Plan Proponents”), filed their Joint Plan of Liquidation (“Joint

Plan”) [Dkt. No. 642]. On February 1, 2013, March 1, 2013 and March 6, 2013, modified Joint

Plans were filed [Dkt. Nos. 651, 694 and 710]. The Joint Plan contemplated, inter alia, the

liquidation of certain of the Debtors’ remaining assets by the Liquidating Trust, pursuant to that

certain Trust Agreement attached to the Joint Plan [Dkt. No. 710, Ex. B].


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9. The Court entered an order (the “Confirmation Order”) confirming the Joint Plan

on March 7, 2013. On March 31, 2013 (the “Effective Date”), the Joint Plan became effective

[Dkt. No. 722].

10. Upon the Effective date of the Plan all of the estates’ real property assets were

transferred to the GECC Trust and the remaining non-real property assets were transferred to the

No. 43073 Liquidating Trust. [Dkt. No. 710, Exs. A and B].

GENERAL CASE ADMINISTRATION

11. Pursuant to paragraph 8.3 of the Liquidating Trust Agreement, the Liquidating

Trustee retained an accounting firm, Adair & Evans, counsel, Freeborn & Peters, and local

counsel, Lommen, Abdo, Cole, King & Stageberg, P.A., who was replaced by Walsh &

Gaertner, P.A., to assist her with administration of the Liquidating Trust. Freeborn & Peters was

also retained to pursue avoidance litigation on behalf of the Estates on a contingency basis.

12. The Liquidating Trustee and her professionals undertook a multitude of activities

on behalf of the Estates, including but not limited to the following:

a. Analysis of cash and other assets transferred to the Liquidating Trust, including potential collections from litigation activities, through review and analysis of company documents and electronic records relevant to the resolution of estate claims, obligations and potential litigation, including but not limited to the avoidance actions.

b. Resolved and satisfied the estate’s immediate obligations for pre-confirmation United States Trustee Fees and Allowed Chapter 11 Professional Fees for the period prior to December 31, 2012, and certain other priority claims that remained unpaid on the Effective Date.

c. Pursued and obtained the return of all unearned retainer balances from the

Debtors’ professionals;

d. Pursued and obtained available rebates, refunds and deposits from utility and other service providers;

e. Filed omnibus claim objections resulting in the resolution of hundreds of


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disputed claims;

f. Filed state and federal tax returns for the Debtors and tax returns for the Liquidating Trust;

g. Prosecuted adversary proceedings to recover preferential transfers under

section 547 of the Bankruptcy Code;

h. Engaged in the collection of Liquidating Trust assets, including bank accounts held by the Debtors;

i. Made five interim distribution to Chapter 11 Professionals retained by the

Debtor and the Committee;

j. Engaged in regular discussions with GECC and Alvarez & Marsal, the trustee of the GECC Trust, concerning GECC Trustee activities and the disposition of the GECC Trust assets;

k. Engaged in communications with former employees, creditors, and former officers regarding various issues.

l. Filed quarterly financial reports with the office of the United States Trustee;

m. Filed periodic post-confirmation narrative reports regarding avoidance action

status and presented a status on the Liquidating Trust;

n. Closed nine (9) of the jointly administered debtors cases and is in the process of closing the remaining three (3) cases, including this case; and,

o. Completed or commenced other activities on behalf of the Liquidating Trust.

13. All litigation claims pursued by the Liquidating Trustee have been resolved. The

Liquidating Trustee’s pursuit of the return of preferential transfers, through professionals

retained to do so on a contingency basis, resulted in recovery of $226,200.11 by the estates.

Litigation against KFC was considered, but ultimately was not pursued by the Liquidating Trust.

14. Pursuant to the Section 8.1(xvii) of the Liquidating Trust Agreement, the

Liquidating Trust is responsible for payment of “Allowed Administrative Claims incurred after

January 1, 2014 on a rolling basis, as funds are available to pay such claims.” As of the


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Effective date, the Liquidating Trust became responsible for payment of Allowed Chapter 11

Professional Fees in the amount of $408,111.89, which remained unpaid for the period prior to

December 31, 2012, plus Allowed Chapter 11 Professional Fees in the total amount of

$802,094.04 for fees and expenses incurred by the Debtors after January 1, 2013 through March

31, 2013, for a total of $1,210,205.93. GE contributed a total of $668,305.00 toward Allowed

Chapter 11 Professional Fees leaving a balance of $541,900.93. As of this date, the Liquidating

Trust had made five interim distributions to Chapter 11 Professionals to reduce the amount

remaining to $286,746.10. The Liquidating Trust anticipates making a final distribution on

Allowed Chapter 11 Professional Fees as part of the wind-up process; however, Chapter 11

Professionals will not be paid in full, and will be deemed to have waived any fees and expenses

that remain unpaid.

15. Pursuant to the Plan, the GECC Trust was charged with liquidating the Debtors’

real property. [Dkt. No. 710, Ex. A]. The Liquidating Trust is entitled to 5% of the gross sale

price up to a maximum of $250,000, plus $50,000. Id. As of this date, the GECC Trust has sold

eight (8) properties and transferred $186,300 to the Liquidating Trust. There is one remaining

property that is scheduled to close by December 31, 2014. The GECC Trustee has informed the

Liquidating Trustee that the distribution to the Liquidating Trust will be approximately $11,000.

The Liquidating Trustee intends to distribute the proceeds as part of the final distribution on

Allowed Chapter 11 Professional Fees.

16. As of the Effective Date, the Liquidating Trust has distributed $1,372,725.14, for

Allowed Chapter 11 Professional Fees, Post Confirmation Accounting Fees, Liquidating Trustee

Fees and Expenses, Taxes, Court Fees and Costs, United States Trustee Fees, and other


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authorized costs of administering the Liquidating Trust. A payment summary is attached hereto

as Exhibit A.

17. The Liquidating Trust will dissolve on December 31, 2014. Pursuant to section

4.3, of the Liquidating Trust Agreement, the Liquidating Trust may continue solely for the

purposes of winding up its affairs and the Liquidating Trustee may act until her duties have been

fully performed. [Dkt. No. 710, Ex. B]. The Liquidating Trust has established a Wind Down

Reserve totaling $69,281.64, for payment of final invoices of the Liquidating Trust professionals,

payment of the final quarterly US Trustee Fees, preparation of final tax return, a final

distribution for Allowed Chapter 11 Professional Fee, and other wind up activities.

FACTS

18. As of the date hereof, the Debtor has been fully liquidated and administered and

the Liquidating Trust has or will make all payments required for United States Trustee Fees, and

will make payments on allowed Chapter 11 professional fees and authorized post-confirmation

fees and expenses from the Wind Down Reserve. However, the Liquidating Trust will not have

funds sufficient to make any distribution to unsecured creditors. A true and correct copy of the

Cash Flow Activity for the Debtor and All Debtors since the Effective Date through November

20, 2014 are attached here to as Exhibits B and C.

19. As contemplated and required by the Plan and Confirmation Order, all documents

and agreements necessary to implement and complete the Plan were executed in accordance with

the terms of the Plan and Confirmation Order.

20. Expenses arising from the administration of the Debtor’s estate, including court

fees, certain Chapter 11 professional fees, and post-confirmation authorized expenses, have been

paid or will be paid prior to the hearing date set for this Motion. As stated above, any remaining


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Chapter 11 professional fees will be paid to the extent possible during the wind-up of the

Liquidating Trust.

21. Any United States Trustee fees due under 28 U.S.C. § 1930(a)(6) for the Quarter

Ending December 31, 2014, have or will be paid by the Liquidating Trust. All other motions,

contested matters, and other proceedings that were before this Court with respect to the Debtor

have been resolved. Accordingly, the Liquidating Trust submits that the Debtor’s case has been

“fully administered” as required under 11 U.S.C. § 350(a) of the Bankruptcy Code.

22. Given that the Debtor’s case is fully administered and the Liquidating Trustee has

completed the performance of all of her obligations under the terms of the Liquidating Trust

Agreement, the Liquidating Trustee seeks to terminate her retention with regard to the Debtor.

23. In addition to the foregoing, allowing the Liquidating Trustee to close this chapter

11 case will save the Debtor’s estate the expense of ongoing quarterly fees payable to the United

States Trustee’s office.

WHEREFORE, the Liquidating Trust moves the Court for an entry of an Order and Final

Decree closing the Debtor’s Chapter 11 case, and granting such other further relief as may be

just and equitable.

Dated: November 24, 2014

DEBORAH C. SWENSON, NOT INDIVIDUALLY BUT SOLELY AS LIQUIDATING TRUSTEE FOR THE NO. 43073 LIQUIDATING TRUST By: /e/ Deborah C. Swenson

Deborah C. Swenson, Esq. WALSH & GAERTNER, P.A. 24 E. Fourth Street St. Paul, MN 55101 Telephone: 651.379.0983 Facsimile: 651.224.2672 [email protected]


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VERIFICATION

I, Deborah C. Swenson, Liquidating Trustee for the No. 43073 Liquidating Trust, verify that I have read the foregoing Motion and that the statements made therein are correct to the best of my knowledge, information and belief. Dated: November 24, 2014 ___/e/ Deborah C. Swenson_____________ Deborah C. Swenson No. 43073 Liquidating Trustee


EXHIBIT A


Wagstaff Minnesota, Inc., et al. Post-Confirmation Payment Summary

Category Total Payments Pre-Confirmation Legal Fees $923,459.20 Post-Confirmation Legal Fees $120,371.211 Post-Confirmation Accounting Fees $ 55,607.00 Liquidating Trustee Fees and Expenses $211,465.05 Taxes (State and Federal) $ 10,387.72 Court Fees and Costs $ 7,911.00 United States Trustee Fees $ 40,941.58 Other Administrative Costs (Storage, ect.) $ 2,582,38 Grand Total $1,372,725.14

1 Of this amount, a total of $56,550.03 represents payments for contingent fees for avoidance action settlements at a rate of 25% of the settlement amount.


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MEMORANDUM OF LAW IN SUPPORT OF

LIQUIDATING TRUSTEE’S NOTICE OF FINAL REPORT AND MOTION FOR FINAL DECREE IN WAGSTAFF MINNESOTA, INC.

PURSUANT TO SECTION 350(a) OF THE BANKRUPTCY CODE AND, BANKRUPTCY RULE 3022

______________________________________________________________________________

INTRODUCTION Deborah C. Swenson, not individually, but solely as Liquidating Trustee (the

“Liquidating Trustee”)2 of the No. 43073 Liquidating Trust (the “Liquidating Trust”) appointed

in the above-captioned, jointly-administered chapter 11 cases, seeks an Order from this Court

pursuant to 11 U.S.C. § 350(a) and Rule 3022 of the Bankruptcy Rules for the entry of a final

decree (“Final Decree”) closing the Chapter 11 case of Wagstaff Minnesota, Inc. (the “Debtor”).

Accordingly, because cause exists for the relief requested, the Liquidating Trustee requests that

the Court grant the Motion.

BACKGROUND

The facts in support of the requested relief are set forth in Motion. All capitalized terms

herein have the meaning ascribed to them in the Motion.

1 Jointly administered debtors included the following cases that have been previously closed: Wagstaff Properties, LLC, Case No. 11-43074; Wagstaff Management Corp., Case No. 11-43081; D&D Food Management, Inc., Case No. 11-43084; D&D Idaho Food, Inc., Case No. 11-43083; Wagstaff Texas, Inc., Case No. 11-43080; Wagstaff Properties Texas, LLC, Case No. 11-43077; Wagstaff Atte Alaska, Inc., Case No. 11-43082; Wagstaff Atte Alaska, LLC, Case No. 11-43078; and A D Bakes, Inc., Case No. 11-43079. The following jointly administered debtors have pending motions for final decree set for hearing on December 18, 2014: Wagstaff Properties Minnesota, LLC, Case No. 11-43076; and D&D Property Investments, LLC, Case No. 11-43075. 2 All capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan or Trust Agreement.


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ARGUMENT

Section 530(a) of the Bankruptcy Code provides that “[a]fter an estate is fully

administered and the court has discharged the trustee, the Court shall close the case.” 11 U.S.C.

§ 351(a). Bankruptcy 3022, which implements section 350 of the Bankruptcy Code, further

provides that “[a]fter an estate is fully administered in a chapter 11 reorganization case, the

court, on its own motion or on motion of a party in interest, shall enter a final decree closing the

case.” Fed. R. Bankr. P. 3022.

The term “fully administered” is not defined in the Bankruptcy Code or the Bankruptcy

Rules. The Advisory Committee Note to Bankruptcy Rule 3022, however, sets forth the

following non-exclusive factors to be considered in determining whether a case has been fully

administered:

(a) Whether the order confirming the plan has become final;

(b) Whether deposits required by the plan have been distributed;

(c) Whether the property proposed by the plan to be transferred has been transferred;

(d) Whether the debtor or its successor has assumed the business or the management of the property dealt with by the plan;

(e) Whether payments under the plan have commenced; and

(f) Whether all motions, contested matters, and adversary proceedings have been

finally resolved. Courts have affirmed its adoption of the view that “these factors are but a guide in determining

whether a case has been fully administered, and not all factors need to be present before the case

is closed. In re Mold Makers, Inc., 124 B.R. 766, 768-69 (Bankr. N.D. Ill. 1990); see also In re

Kliegel Bros. Universal Elec. Stage Lighting Co., Inc., 238 B.R. 531, 542 (Bankr. E.D.N.Y.


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1999) (recognizing that bankruptcy courts weigh factors contained in the Advisory Committee

Note when deciding whether to close a case); In re Jay Bee Enters., Inc., 207 B.R. 536, 538

(Bankr. E.D. Ky 1997) (same); Walnut Assocs. v. Saidel, 164 B.R. 487, 493 (E.D. Pa. 1994)

(“[A]ll of the factors in the Committee Note need not be present before the Court will enter a

final decree).

The Debtor has been fully liquidated and administered and the Liquidating Trust has or

will make all payments required for United States Trustee Fees, and will make payments on

allowed Chapter 11 professional fees and authorized post-confirmation fees and expenses from

the Wind Down Reserve. As contemplated and required by the Joint Plan and Confirmation

Order, all documents and agreements necessary to implement and complete the Joint Plan were

executed by the Liquidating Trust and/or the GECC Trust in accordance with the terms of the

Joint Plan and Confirmation Order. The Liquidating Trustee will make payments from the Wind

Down Reserve following entry of the final decree, which should not delay closure of the case.

See Fed. R. Bankr. P. 3002 adv. Comm. Note (1991 amend.) (“Entry of a final decree closing a

chapter 11 case should not be delayed solely because payments required by the plan have not

been completed.”).

Allowing the Liquidating Trustee to close the Debtor’s chapter 11 case at this time will

save the Liquidating Trust the expense of ongoing quarterly fees payable to the United States

Trustee’s Office pursuant to 28 U.S.C. § 1930(a)(6), which are an unnecessary expense for the

Liquidating Trust given the fact that the Debtor’s estate has been fully liquidated and is insolvent

at this time. See Motion, Exhibits B and C. Courts have held that entry of a Final Decree is

appropriate to stop the accrual of section 1930(a)(6) fees. See In re Jr. Food Mart of Arkansas,

Inc., 201 B.R. 522, 524 (Bankr. E.D. Ar. 1996) (closing case “in order that no further [section


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1930(a)(6)] fees accrue”); Jay Bee, 207 B.R. at 539 (concluding that “it seems appropriate to

close this case to stop the financial drain on the debtor” on account of the continuing accrual of

section 1930(a)(6) fees). Therefore, in light of this requirement, and the factors noted above, the

Liquidating Trustee submits that there is ample justification for entry of an Order and Final

Decree to close the Debtor’s chapter 11 case.

WHEREFORE the Liquidating Trustee respectfully requests that this Court grant the

Motion and enter an Order and Final Decree to close the Debtor’s chapter 11 case, and grant

such other relief as the Court may deem just and appropriate.



Deborah C. Swenson, Esq. WALSH & GAERTNER, P.A. 24 E. Fourth Street St. Paul, MN 55101 Telephone: 651.379.0983 Facsimile: 651.224.2672 [email protected]




ORDER AND FINAL DECREE

CLOSING THE CHAPTER 11 CASE OF WAGSTAFF MINNESOTA, INC.

______________________________________________________________________________ This matter came before the Court on the Liquidating Trustee’s Final Report and Motion

for Final Decree in Wagstaff Minnesota, Inc. pursuant to Section 350(a) of the Bankruptcy Code,

and Bankruptcy Rule 3022 seeking an Order and Final Decree to close the Debtor’s chapter 11

case as more fully described in the Motion and supporting Memorandum of Law.

Based upon all of the files and proceedings herein, and it appearing that the estate has

been fully administered,

IT IS ORDERED:

The case is closed as of December 18, 2014.

Dated: December __, 2014.

__________________________________________ Katherine A. Constantine United States Bankruptcy Judge

1 Jointly administered debtors included the following cases that have been previously closed: Wagstaff Properties, LLC, Case No. 11-43074; Wagstaff Management Corp., Case No. 11-43081; D&D Food Management, Inc., Case No. 11-43084; D&D Idaho Food, Inc., Case No. 11-43083; Wagstaff Texas, Inc., Case No. 11-43080; Wagstaff Properties Texas, LLC, Case No. 11-43077; Wagstaff Atte Alaska, Inc., Case No. 11-43082; Wagstaff Atte Alaska, LLC, Case No. 11-43078; and A D Bakes, Inc., Case No. 11-43079. The following jointly administered debtors have pending motions for final decree set for hearing on December 18, 2014: Wagstaff Properties Minnesota, LLC, Case No. 11-43076; and D&D Property Investments, LLC, Case No. 11-43075.


UNITED STATES BANKRUPTCY COURT

DISTRICT OF MINNESOTA

In re: Chapter 11 Wagstaff Minnesota, Inc. et al.,1 Case No. 11-43073 Debtors. Jointly Administered

UNSWORN CERTIFICATE OF SERVICE

I, Deborah C. Swenson, declare that on November 24, 2014, the following documents:

1. Liquidating Trustee’s Notice Final Report and Hearing on Motion For Final Decree in Wagstaff Minnesota, Inc. Pursuant to Section 350(a) of the Bankruptcy Code and, Bankruptcy Rule 3022;

2. Memorandum of Law in Support of Liquidating Trustee’s Notice of Final Report

and Motion For Final Decree in Wagstaff Minnesota, Inc. Pursuant to Section 350(a) of the Bankruptcy Code and, Bankruptcy Rule 3022;

3. Unsworn Certificate of Service; and

4. Proposed Order Granting Liquidating Trustee’s Motion for Final Decree. were electronically filed through the Electronic Case Filing System (ECF), to the Filing Users, including the following entities and sent via U.S. Mail as listed on the attached.

1 Jointly administered debtors included the following cases that have been previously closed: Wagstaff Properties, LLC, Case No. 11-43074; Wagstaff Management Corp., Case No. 11-43081; D&D Food Management, Inc., Case No. 11-43084; D&D Idaho Food, Inc., Case No. 11-43083; Wagstaff Texas, Inc., Case No. 11-43080; Wagstaff Properties Texas, LLC, Case No. 11-43077; Wagstaff Atte Alaska, Inc., Case No. 11-43082; Wagstaff Atte Alaska, LLC, Case No. 11-43078; and A D Bakes, Inc., Case No. 11-43079. The following jointly administered debtors have pending motions for final decree set for hearing on December 18, 2014: Wagstaff Properties Minnesota, LLC, Case No. 11-43076; and D&D Property Investments, LLC, Case No. 11-43075.


Pursuant to Local Rule 9006-1, the filing constitutes service or notice of the filed documents on the Filing Users. James L. Baillie on behalf of Debtor [email protected], [email protected];[email protected] Erika R Barnes on behalf of Interested Party KFC Corporation [email protected], [email protected] Susan G. Boswell on behalf of Interested Party Colonial Pacific Leasing Corporation [email protected], [email protected]; [email protected];[email protected];[email protected] Christopher A. Camardello on behalf of Interested Party Border Foods, Inc. [email protected], [email protected] Kenneth Corey-Edstrom on behalf of Interested Party KFC Corporation [email protected], [email protected]; [email protected];[email protected];[email protected] Erin E. Knapp Darda on behalf of Interested Party LT Investment Properties LLC [email protected] Thomas R Fawkes on behalf of Deborah C. Swenson, Liquidating Trustee [email protected], [email protected] Scott F. Gautier on behalf of Debtor [email protected] Sarah M Gibbs on behalf of Debtor [email protected], [email protected] Rebecca S. Holschuh on behalf of Creditor Hennepin County [email protected] Shira R. Isenberg on behalf of Deborah C. Swenson, Liquidating Trustee [email protected] Douglas W. Kassebaum on behalf of Debtor [email protected], [email protected], [email protected];[email protected] Kristin L. Kingsbury on behalf of Interested Party AFC Enterprises, Inc. [email protected] Myja K Kjaer on behalf of Creditor Perella Weinberg Partners ABV Opportunity Master Fund II A.L.P. [email protected] Richard S. Lauter on behalf of Deborah C. Swenson, Liquidating Trustee [email protected]


Steven W Meyer on behalf of Creditor Perella Weinberg Partners Asset Based Value Master Fund I L.P. [email protected] Ralph Mitchell on behalf of Interested Party GE Capital Franchise Finance [email protected], [email protected] Cynthia A. Moyer on behalf of Debtor [email protected], [email protected];[email protected] Tania M. Moyron on behalf of Debtor [email protected] David A Newby on behalf of Interested Party Safeway Inc. [email protected], [email protected] Jeffrey N. Pomerantz on behalf of Interested Party LT Investment Properties LLC [email protected] Brian M. Rothschild on behalf of Debtor [email protected] Kathryn F Russo on behalf of Debtor WAGSTAFF MINNESOTA INC [email protected] Rebecca G. Sluss on behalf of Creditor Perella Weinberg Partners ABV Opportunity Master Fund II A.L.P. [email protected] John M. Stern on behalf of Interested Party Texas Comptroller of Public Accounts [email protected], [email protected] Deborah C Swenson on behalf of Deborah C. Swenson, Liquidating Trustee [email protected], [email protected] US Trustee [email protected] Jason H. Watson on behalf of Interested Party [email protected] Howard J Weg on behalf of Debtor WAGSTAFF MINNESOTA INC [email protected], [email protected] Elizabeth Weller on behalf of Interested Party DALLAS COUNTY [email protected], [email protected] Sarah J Wencil on behalf of U.S. Trustee [email protected] Joseph Anthony Wentzell on behalf of Interested Party Simon Six Ventures, LLC [email protected]


and I further certify that I caused a copy of the foregoing documents to be mailed by first class mail, postage paid, to the following: IRS Wells Fargo Place 30 E 70th St Mail Stop 5700 St Paul, MN 55101 IRS District Counsel 380 Jackson St Ste 650 St Paul, MN 55101-4804 Minnesota Department of Revenue Collection Enforcement 551 Bankruptcy Section 600 North Robert St. St. Paul, MN 55101 U.S. Attorney 600 US Courthouse 300 S Fourth St Minneapolis, MN 55415 Scott F. Gautier Pietzman Weg & Kempinsky LLP 2029 Century Park E, Suite 3100 Los Angeles, CA 90067 State of Minnesota Department of Revenue Collection Division Bankruptcy Section PO Box 64447 Saint Paul, MN 55164-0447




Deborah C. Swenson, Esq. WALSH & GAERTNER, P.A. 24 East 4th Street St. Paul, MN 55101 Telephone: 651.379.0983 Facsimile: 651.224.2672 [email protected]


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