Edward O. Sassower, P.C. James H.M. Sprayregen, P.C.

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C.

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue KIRKLAND & ELLIS LLP

New York, New York 10022 KIRKLAND & ELLIS INTERNATIONAL LLP

Telephone: (212) 446-4800 300 North LaSalle

Facsimile: (212) 446-4900 Chicago, Illinois 60654

Telephone: (312) 862-2000

-and- Facsimile: (312) 862-2200

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, ) Case No. 18-31429

LLC, )

Debtor. )

)

Tax I.D. No. 04-3829291 )

)

In re: ) Chapter 11

)

MAP REAL ESTATE, LLC, ) Case No. 18-31430

)

Debtor. )

)

Tax I.D. No. 03-0565228 )

)

In re: ) Chapter 11

)

TRU 2005 RE I, LLC, ) Case No. 18-31431

)

Debtor. )

)

Tax I.D. No. 04-3829292 )

)

Case 18-31429-KLP Doc 3 Filed 03/20/18 Entered 03/20/18 11:40:37 Desc Main

 Document Page 1 of 17
2

In re: ) Chapter 11

)

TRU 2005 RE II TRUST, ) Case No. 18-31432

)

Debtor. )

)

Tax I.D. No. 76-6213349 )

)

In re: ) Chapter 11

)

WAYNE REAL ESTATE COMPANY, LLC, ) Case No. 18-31433

)

Debtor. )

)

Tax I.D. No. 42-1671031 )

)

In re: ) Chapter 11

)

WAYNE REAL ESTATE HOLDING ) Case No. 18-31428

COMPANY, LLC, )

Debtor. )

)

Tax I.D. No. 47-3297053 )

PROPCO I DEBTORS’ MOTION FOR ENTRY 

OF AN ORDER (I) DIRECTING JOINT ADMINISTRATION OF THE PROPCO I 

DEBTORS’ CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Toys “R” Us Property Company I, LLC, MAP Real Estate, LLC, TRU 2005 RE I, LLC, 

TRU 2005 RE II Trust, Wayne Real Estate Company, LLC, and Wayne Real Estate Holding 

Company, LLC, as debtors and debtors in possession (collectively, the “Propco I Debtors”), 

respectfully state the following in support of this motion (this “Motion”).

Relief Requested

1. The Propco I Debtors seek entry of an order, substantially in the form attached 

hereto as Exhibit A (the “Order”): (a) directing joint administration of the Propco I Debtors’ 

chapter 11 cases and (b) granting related relief. 

2. Specifically, the Propco I Debtors request that: (a) the Clerk of the Court 

maintain one consolidated docket and one file for the Propco I Debtors’ respective chapter 11 

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3

cases under the case number assigned to Debtor Toys “R” Us Property Company I, LLC; and 

(b) the Propco I Debtors’ respective chapter 11 cases be administered under a consolidated 

caption, as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, ) Case No. 18-31429

LLC, et al.1

)

Debtors. ) (Jointly Administered)

)

3. The Propco I Debtors further request that this Court order that the foregoing 

caption satisfies the requirements set forth in section 342(c)(1) of the Bankruptcy Code.

4. The Propco I Debtors also request that the Clerk of the Court enter a docket entry, 

substantially similar to the following, on the docket of the Propco I Debtors’ chapter 11 cases to 

reflect the joint administration of the Propco I Debtors’ respective chapter 11 cases:

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of 

Bankruptcy Procedure and Rule 1015-1 of the Local Bankruptcy Rules for the United 

States Bankruptcy Court for the Eastern District of Virginia directing the procedural 

consolidation and joint administration only of the chapter 11 cases of: Toys “R” Us 

Property Company I, LLC, Case No. 18-31429; MAP Real Estate, LLC, Case No. 18-

31430; TRU 2005 RE I, LLC, Case No. 18-31431; TRU 2005 RE II Trust, Case No. 18-

31432; Wayne Real Estate Company, LLC, Case No. 18-31433 and Wayne Real Estate 

Holding Company, LLC, Case No. 18-31428. The docket in Case No. 18-31429 should 

be consulted for all matters affecting this case.

5. Finally, the Propco I Debtors seek authority to file the monthly operating reports 

required by the Operating Guidelines and Reporting Requirements of the United States Trustee 

 

1 The Propco I Debtors in these chapter 11 cases, along with the last four digits of each Propco I Debtor’s federal 

tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint 

Administration of the Propco I Debtors’ Chapter 11 Cases and (II) Granting Related Relief filed 

contemporaneously herewith. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 

07470.

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4

for Chapter 11 Debtors in Possession and Chapter 11 Trustees, issued by the Office of the 

United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”), on a consolidated 

basis, but the Propco I Debtors shall track and break out disbursements on a debtor-by-debtor 

basis in each monthly operating report.

Jurisdiction and Venue

6. The United States Bankruptcy Court for the Eastern District of Virginia 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the 

Standing Order of Reference from the United States District Court for the Eastern District of 

Virginia, dated July 10, 1984. The Propco I Debtors confirm their consent, pursuant to Rule 

7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a 

final order by the Court in connection with this motion to the extent that it is later determined 

that the Court, absent consent of the parties, cannot enter final orders or judgments in connection 

herewith consistent with Article III of the United States Constitution.

7. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

8. The bases for the relief requested herein are sections 105(a) of 

the Bankruptcy Code, Bankruptcy Rule 1015(b), and rules 1015-1 and 9013-1 of the Local Rules 

of the United States Bankruptcy Court for the Eastern District of Virginia (the “Local 

Bankruptcy Rules”).

Background

9. On September 18, 2017 Toys “R” Us, Inc. and certain of its affiliates, as debtors 

and debtors in possession (collectively, the “Toys “R” Us Debtors”) filed voluntary petitions 

with the Court under chapter 11 of the Bankruptcy Code. The Toys “R” Us Debtors continue to 

operate their business as debtors in possession pursuant to sections 1107(a) and 1108 of the 

Bankruptcy Code. On September 19, 2017, the Court entered an order in the Toys “R” Us 

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5

Debtors’ bankruptcy cases [Docket No. 78] approving procedural consolidation and joint 

administration of those chapter 11 cases pursuant to Bankruptcy Rule 1015(b).

10. On the date hereof, each of the Propco I Debtors filed a voluntary petition with 

this court under chapter 11 of the Bankruptcy Code. The Propco I Debtors are managing their 

business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy code. 

By this Motion, the Propco I Debtors request procedural consolidation and joint administration 

of the chapter 11 cases of the Propco I Debtors pursuant to Bankruptcy Rule 1015(b), separately 

from the Toys “R” Us Debtors’ chapter 11 cases. 

11. No party has requested the appointment of a trustee or examiner in these chapter 

11 cases. On September 26, 2017, the U.S. Trustee for the Eastern District of Virginia appointed 

an official committee of unsecured creditors (the “Committee”) in the Toys “R” Us Debtors’ 

chapter 11 cases [Docket No. 206].

Basis for Relief

12. Bankruptcy Rule 1015(b) provides, in pertinent part, that “[i]f . . . two or more 

petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may 

order a joint administration of the estates.” Fed. R. Bankr. P. 1015. The [six] Propco I Debtors 

that commenced chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the 

Bankruptcy Code. Accordingly, the Bankruptcy Code and Bankruptcy Rules authorize the Court 

to grant the relief requested herein.

13. Further, Local Bankruptcy Rule 1015-1 provides additional authority for the 

Court to order joint administration of these chapter 11 cases:

In all joint petitions filed with the Court, the case will be 

administered through joint administration of the estates unless the 

trustee or other interested party files an objection to joint 

administration within 14 days after the meeting of creditors and 

gives notice of a hearing date on such objection.

Case 18-31429-KLP Doc 3 Filed 03/20/18 Entered 03/20/18 11:40:37 Desc Main

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6

Local Bankr. R. 1015-1.

14. Joint administration is generally non-controversial, and courts in this jurisdiction 

routinely order joint administration in cases with multiple related debtors. See, e.g., In re The 

Gymboree Corp., No. 17-32986 (KLP) (Bankr. E.D. Va. June 2, 2017) (directing joint 

administration of chapter 11 cases); In re Penn Va. Corp., No. 16-32395 (KLP) (Bankr. E.D. Va. 

May 13, 2016) (same); In re Eidos, LLC, No. 16-10385 (BFK) (Bankr. E.D. Va. Mar. 2, 2016) 

(same); In re Alpha Nat. Res., Inc., No. 15-33896 (KRH) (Bankr. E.D. Va. Aug. 5, 2015) (same); 

In re Patriot Coal Corp., No. 15-32450 (KLP) (Bankr. E.D. Va. May 13, 2015) (same); In re 

James River Coal Co., No. 14-31848 (KRH) (Bankr. E.D. Va. Apr. 10, 2014) (same); In re AMF 

Bowling Worldwide, Inc., No. 12-36495 (KRH) (Bankr. E.D. Va. Nov. 14, 2012) (same); In re 

Workflow Mgmt., Inc., No. 10-74617 (SCS) (Bankr. E.D. Va. Oct. 1, 2010) (same).

2

15. Given the integrated nature of the Propco I Debtors’ operations, joint 

administration of these chapter 11 cases will provide significant administrative convenience 

without harming the substantive rights of any party in interest. Many of the motions, hearings, 

and orders in these chapter 11 cases will affect each Debtor entity. The entry of an order 

directing joint administration of these chapter 11 cases will reduce fees and costs by avoiding 

duplicative filings and objections. Joint administration also will allow the U.S. Trustee and all 

parties in interest to monitor these chapter 11 cases with greater ease and efficiency.

16. Moreover, joint administration will not adversely affect the Propco I Debtors’ 

respective constituencies because this Motion seeks only administrative, not substantive, 

consolidation of the Propco I Debtors’ estates. Parties in interest will not be harmed by the relief 

requested; instead, parties in interest will benefit from the cost reductions associated with the 

 

2 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. 

Copies of these orders are available upon request to the Propco I Debtors’ counsel.

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7

joint administration of these chapter 11 cases. Accordingly, the Propco I Debtors submit that the 

joint administration of these chapter 11 cases is in the best interests of their estates, their 

creditors, and all other parties in interest.

Waiver of Memorandum of Points and Authorities

17. The Propco I Debtors respectfully request that this Court treat this Motion as a 

written memorandum of points and authorities or waive any requirement that this Motion be 

accompanied by a written memorandum of points and authorities as described in Local 

Bankruptcy Rule 9013-1(G).

Notice

18. The Propco I Debtors will provide notice of this Motion via first class mail and 

email (where available) to: (a) the Office of the United States Trustee for the Eastern District of 

Virginia, Attn: Robert B. Van Arsdale and Lynn A. Kohen; (b) the holders of the 50 largest 

unsecured claims against the Propco I Debtors (on a consolidated basis); (c) DIP ABL Agent and 

the advisors and counsel thereto; (d) DIP Taj Term Loan Agent and the advisors and counsel 

thereto; (e) DIP Delaware Term Loan Agent and the advisors and counsel thereto; (f) the 

indenture trustee for the TRU Taj 12.00% Senior Notes and the advisors and counsel thereto; (g) 

the administrative agent for the prepetition Secured Revolving Credit Facility and the advisors 

and counsel thereto; (h) the administrative agent for the prepetition Secured Term Loan B 

Facility and the advisors and counsel thereto; (i) the prepetition administrative agent for the 

Propco I Unsecured Term Loan Facility and the advisors and counsel thereto; (j) the agent for the 

Propco II Mortgage Loan and the advisors and counsel thereto; (k) the agent for the Giraffe 

Junior Mezzanine Loan and the advisors and counsel thereto; (l) the administrative agent for the 

prepetition European and Australian Asset-Based Revolving Credit Facility (“Euro ABL”) and 

the advisors and counsel thereto; (m) the administrative agent for the Senior Unsecured Term 

Case 18-31429-KLP Doc 3 Filed 03/20/18 Entered 03/20/18 11:40:37 Desc Main

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8

Loan Facility and the advisors and counsel thereto; (n) the indenture trustee for the Toys “R” Us 

Debtors’ 7.375% Senior Notes and the advisors and counsel thereto; (o) the indenture trustee for 

the Debtors’ 8.75% Unsecured Notes and the advisors and counsel thereto; (p) counsel to the ad 

hoc group of the Term B-4 Holders; (q) counsel to the Ad Hoc Committee of Taj Noteholders; 

(r) the monitor in the CCAA proceeding and counsel thereto; (s) the Toys “R” Us Debtors’ 

Canadian Counsel; (t) the ad hoc group of lenders (the “Ad Hoc Group of Propco I Lenders”) 

under that certain Credit Agreement, dated as of August 21, 2013 (the “Propco I Credit 

Agreement”); (u) Jones Day as counsel to the Ad Hoc Group of Propco I Lenders; (v) Strategic 

Asset Services, LLC as a lender under the Propco I Credit Agreement; (w) Akin Gump Strauss 

Hauer & Feld LLP as counsel to Strategic Asset Services, LLC; (x) the Internal Revenue 

Service; (y) the office of the attorneys general for the states in which the Debtors operate; (z) the 

Securities and Exchange Commission; and (aa) any party that has requested notice pursuant to 

Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Propco I Debtors submit that, in 

light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

19. No prior request for the relief sought in this Motion has been made to this or any 

other court.

[Remainder of page intentionally left blank]

Case 18-31429-KLP Doc 3 Filed 03/20/18 Entered 03/20/18 11:40:37 Desc Main

 Document Page 8 of 17
WHEREFORE, the Propco I Debtors respectfully request that the Court enter the Order 

granting the relief requested herein and such other relief as the Court deems appropriate under 

the circumstances.

Richmond, Virginia

Dated: March 20, 2018

/s/ Michael A. Condyles

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP

Peter J. Barrett (VA 46179) Edward O. Sassower, P.C.

Jeremy S. Williams (VA 77469) Joshua A. Sussberg, P.C. (admitted pro hac vice)

901 East Byrd Street, Suite 1000 601 Lexington Avenue

Richmond, Virginia 23219-4071 New York, New York 10022

Telephone: (804) 644-1700 Telephone: (212) 446-4800

Facsimile: (804) 783-6192 Facsimile: (212) 446-4900

Email: Michael.Condyles@KutakRock.com Email: edward.sassower@kirkland.com

Peter.Barrett@KutakRock.com joshua.sussberg@kirkland.com

Jeremy.Williams@KutakRock.com

-andProposed Co-Counsel to the Debtors

and Debtors in Possession James H.M. Sprayregen, P.C.

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

 anup.sathy@kirkland.com

chad.husnick@kirkland.com

emily.geier@kirkland.com

Proposed Co-Counsel to the Debtors

and Debtors in Possession

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 Document Page 9 of 17
Exhibit A

Proposed Order

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 Document Page 10 of 17
Edward O. Sassower, P.C. James H.M. Sprayregen, P.C.

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C.

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue KIRKLAND & ELLIS LLP

New York, New York 10022 KIRKLAND & ELLIS INTERNATIONAL LLP

Telephone: (212) 446-4800 300 North LaSalle

Facsimile: (212) 446-4900 Chicago, Illinois 60654

Telephone: (312) 862-2000

-and- Facsimile: (312) 862-2200

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, ) Case No. 18-31429

LLC, )

Debtor. )

)

Tax I.D. No. 04-3829291 )

)

In re: ) Chapter 11

)

MAP REAL ESTATE, LLC, ) Case No. 18-31430

)

Debtor. )

)

Tax I.D. No. 03-0565228 )

)

In re: ) Chapter 11

)

TRU 2005 RE I, LLC, ) Case No. 18-31431

)

Debtor. )

)

Tax I.D. No. 04-3829292 )

)

Case 18-31429-KLP Doc 3 Filed 03/20/18 Entered 03/20/18 11:40:37 Desc Main

 Document Page 11 of 17
2

In re: ) Chapter 11

)

TRU 2005 RE II TRUST, ) Case No. 18-31432

)

Debtor. )

)

Tax I.D. No. 76-6213349 )

)

In re: ) Chapter 11

)

WAYNE REAL ESTATE COMPANY, LLC, ) Case No. 18-31433

)

Debtor. )

)

Tax I.D. No. 42-1671031 )

)

In re: ) Chapter 11

)

WAYNE REAL ESTATE HOLDING ) Case No. 18-31428

COMPANY, LLC, )

Debtor. )

)

Tax I.D. No. 47-3297053 )

ORDER (I) DIRECTING JOINT 

ADMINISTRATION OF THE PROPCO I 

DEBTORS’ CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)1of the Propco I Debtors for entry of an order (this 

“Order”), (a) directing the joint administration of the Propco I Debtors’ chapter 11 cases for 

procedural purposes only; and (b) granting related relief, all as more fully set forth in the Motion; 

and upon the First Day Declarations; and this Court having jurisdiction over this matter pursuant 

to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States 

District Court for the Eastern District of Virginia, dated July 10, 1984; and this Court having 

found that it may enter a final order consistent with Article III of the United States Constitution; 

and this Court having found that venue of this proceeding and the Motion in this district is proper 

 

1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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 Document Page 12 of 17
3

pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in 

the Motion is in the best interests of the Propco I Debtors’ estates, their creditors, and other 

parties in interest; and this Court having found that the Propco I Debtors’ notice of the Motion 

and opportunity for a hearing on the Motion were appropriate under the circumstances and that

no other notice need be provided; and this Court having reviewed the Motion and having heard 

the statements in support of the relief requested therein at a hearing before this Court 

(the “Hearing”); and this Court having determined that the legal and factual bases set forth in the 

Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the 

proceedings had before this Court; and after due deliberation and sufficient cause appearing 

therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth in this Order.

2. The Propco I Debtors’ chapter 11 case cases are consolidated for procedural 

purposes only and shall be jointly administered by the Court under Case No. 18-31429 (KLP).

3. Nothing contained in the Motion or this Order shall be deemed or construed as 

directing or otherwise effecting a substantive consolidation of the Toys “R” Us Debtors’ and the 

Propco I Debtors’ respective chapter 11 cases.

4. The caption of the jointly administered cases should read as follows:

[Remainder of Page Left Intentionally Blank]

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4

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

TOYS “R” US PROPERTY COMPANY I, ) Case No. 18-31429

LLC, et al.2

)

Debtors. ) (Jointly Administered)

)

5. The foregoing caption satisfies the requirements set forth in section 342(c)(1) of 

the Bankruptcy Code.

6. A docket entry, substantially similar to the following, shall be entered on the 

docket of each of the Propco I Debtors other than Toys “R” Us, Property Company I, LLC to 

reflect the joint administration of these chapter 11 cases:

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of 

Bankruptcy Procedure and Rule 1015-1 of the Local Bankruptcy Rules for the United 

States Bankruptcy Court for the Eastern District of Virginia directing the procedural 

consolidation and joint administration only of the chapter 11 cases of: Toys “R” Us 

Property Company I, LLC, Case No. 18-31429; MAP Real Estate, LLC, Case No. 18-

31430; TRU 2005 RE I, LLC, Case No. 18-31431; TRU 2005 RE II Trust, Case No. 18-

31432; Wayne Real Estate Company, LLC, Case No. 18-31433 and Wayne Real Estate 

Holding Company, LLC, Case No. 18-31428. The docket in Case No. 18-31429 should 

be consulted for all matters affecting this case.

7. The Propco I Debtors shall maintain, and the Clerk of the United States 

Bankruptcy Court for the Eastern District of Virginia shall keep, one consolidated docket, one 

file, and one consolidated service list for these chapter 11 cases.

8. The Propco I Debtors are authorized to file the monthly operating reports required 

by the Operating Guidelines and Reporting Requirements of the United States Trustee for 

 

2 The Propco I Debtors in these chapter 11 cases, along with the last four digits of each Propco I Debtor’s federal 

tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint 

Administration of the Propco I Debtors’ Chapter 11 Cases and (II) Granting Related Relief filed 

contemporaneously herewith. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 

07470.

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5

Chapter 11 Debtors in Possession and Chapter 11 Trustees, issued by the Office of the United 

States Trustee for the Eastern District of Virginia, on a consolidated basis, but the Propco I 

Debtors shall track and break out disbursements on a debtor-by-debtor basis in each monthly 

operating report.

9. Nothing contained in the Motion or this Order shall be deemed or construed as 

directing or otherwise effecting a substantive consolidation of these chapter 11 cases, the Propco 

I Debtors, or the Propco I Debtors’ estates, and this Order shall be without prejudice to the rights 

of the Propco I Debtors to seek entry of an Order substantively consolidating their respective 

cases.

10. Nothing contained in the Motion or this Order shall be deemed or construed as 

precluding the Propco I Debtors from causing any of their non-Debtor, wholly owned 

subsidiaries from commencing voluntary cases under the Bankruptcy Code.

11. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum 

of law in connection with the Motion is waived.

12. Notice of the Motion as provided therein shall be deemed good and sufficient 

notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such 

notice.

13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry.

14. The Propco I Debtors are authorized to take all actions necessary to effectuate the 

relief granted in this Order.

15. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order.

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6

Dated: __________, 2018

Richmond, Virginia United States Bankruptcy Judge

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WE ASK FOR THIS:

/s/ Michael A. Condyles 

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

- and -

Edward O. Sassower, P.C.

Joshua A. Sussberg, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

James H.M. Sprayregen, P.C.

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Proposed Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been 

endorsed by or served upon all necessary parties.

 /s/ Michael A. Condyles

 

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