UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

Richmond Division 

In re: Chapter 11 

Toys “R” Us Property Company I, Case No. 18-31429-KLP 

LLC, et al.,1 (Jointly Administered) 

 Debtors. 

MEMORANDUM OPINION 

 Before the Court is the “Motion for Entry of an Order Approving the 

Assumption of Certain Real Estate Assets and Granting Related Relief” (the 

“Motion”) filed by the Propco I Debtors (the “Propco I Debtors” or the 

“Debtors”). The Debtors seek confirmation that the lease that is the subject 

of the Motion was assumed pursuant to the Court’s earlier order authorizing 

its sale or, alternatively, that the landlord consented to an extension of the 

Bankruptcy Code’s time limitations2 within which to assume it. SAICO 

Gateway Company, LLC (“SAICO”), the landlord, objects to the Motion, 

contending that the lease was deemed rejected because it was not assumed 

prior to the applicable deadline. For the following reasons, the Court 

concludes that the lease in question was timely assumed by the Debtors 

pursuant to the order approving its sale. 



1An order was entered on April 24, 2018, 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-KLP; MAP Real Estate, LLC, Case No. 18-31430-KLP; 

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

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

Wayne Real Estate Holding Company, LLC, Case No. 18-31428-KLP. Dkt. 94. 

2 11 U.S.C. 365(d). See infra text accompanying note 14. 

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JURISDICTION 

 This Court has jurisdiction of this matter pursuant to 28 U.S.C. § 1334 

and the General Order of Reference entered in this district pursuant to 28 

U.S.C. § 157(a) on August 15, 1984. This is a core proceeding pursuant to 28 

U.S.C. § 157(b)(2)(A), (M), (N), and (O). The Court may enter a final order in 

this matter pursuant to 28 U.S.C. § 157(b)(1). Venue is proper pursuant to 

28 U.S.C. §§ 1408 and 1409. 

FACTS 

 The Debtors filed their petitions for relief under Chapter 11 of the 

Bankruptcy Code on March 20, 2018. Pursuant to 11 U.S.C. § 365(d)(4)(A)(i), 

the Debtors had until July 18, 2018, to assume nonresidential real property 

leases. On June 4, 2018, the Debtors filed a motion pursuant to 11 U.S.C. 

§ 365(d)(4)(B)(i), seeking to extend the time to assume nonresidential real 

property leases for an additional 90 days. The motion was granted by the 

Court by order entered June 28, 2018,3 thereby extending to October 16, 

2018, the date by which the Debtors were required to assume or reject 

unexpired leases of nonresidential real property (the “Assumption Deadline”). 

 In June of 2018, the Debtors sought entry of an order approving 

procedures to reject or assume executory contracts and unexpired leases. An 

order approving those procedures was entered on July 25, 2018 (the “Lease 

Procedures Order”).4 The Lease Procedures Order authorizes the Propco I 



3 Dkt. 270. 

4 Dkt. 393. 

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Debtors to obtain approval of the assumption of a nonresidential real 

property lease either by filing a form notice (a “Notice of Assumption”) or by 

filing a separate motion seeking approval of the proposed assumption. 

 The Debtors and SAICO were parties to a lease for certain real 

property located in La Mesa, California (the “La Mesa Lease” or “the Lease”). 

The Debtors have not filed a Notice of Assumption for the La Mesa Lease, 

and thus, pursuant to the Lease Procedures Order, could only assume the 

Lease by moving to assume it. In August of 2018, representatives of SAICO 

and representatives of the Debtors negotiated a purchase agreement (the 

“Purchase Agreement”) whereby an entity or entities to be created by SAICO 

would purchase the La Mesa Lease for a price of $11 million.5 On August 30, 

the Debtors filed a motion seeking approval of the Purchase Agreement (the 

“Sale Motion”)6 and, on September 13, 2018, the Court entered an order (the 

“Sale Order”) authorizing the sale of the La Mesa Lease, free and clear of all 

liens, encumbrances, and other interests to Wing Avenue Investment, LLC, 

the entity created by SAICO specifically for that purpose (the “Buyer”). 



5 SAICO, through its counsel and representatives, negotiated the terms of the 

Purchase Agreement, one of which was that an entity or entities to be created by 

SAICO would be substituted for SAICO as the counterparty to the Debtors. [See

Preamble to draft purchase agreement, Dkt. 1025, ex. A; ¶ B of Recitals of the 

executed Purchase Agreement, Dkt. 479]. SAICO’s counsel and representatives 

continued to act on behalf of the counterparty to the Debtors through the point at 

which the deposit was forfeited. 

6 The Sale Motion recites that “[t]he bases for the relief requested herein are sections 

105, 363, 365, 503, and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 

6006, and rule 9013-1 of the Local Rules of the United States Bankruptcy Court for 

the Eastern District of Virginia.” Dkt. 479, ¶ 4. 

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 The Sale Order includes the following language: “All the requirements 

of sections 363 and 365 of the Bankruptcy Code have been met with respect 

to the sale of the Ground Lease” and “The Propco I Debtors have met all 

requirements of sections 365(b) and 365(f) of the Bankruptcy Code in 

connection with the sale of the Ground Lease to the Buyer.” 

 The Purchase Agreement expressly provides that the La Mesa Lease 

will be transferred pursuant to assumption and assignment: 

Transfer of the Premises shall be made pursuant to (a) an 

assignment and assumption of lease transferring Seller’s right 

and interest under the Ground Lease to Buyer substantially in 

the form of Exhibit “B” attached hereto and made a part hereof 

(the “Assignment and Assumption of Lease”); and (b) a quitclaim 

deed transferring Seller’s interest in the Building and other 

improvements on the Premises to Buyer (the “Quitclaim Deed”) 

substantially in the form of Exhibit “B-1” attached hereto and 

made a part hereof. . . . Notwithstanding anything else contained 

herein, . . . Buyer shall accept the Assignment and Assumption of 

Lease and the Quitclaim Deed without the recordation of such 

releases . . . .7

The Purchase Agreement further states that if the sale is not completed, 

the Propco I Debtors will be responsible for future rent: 

Notwithstanding the foregoing or anything in this Agreement or 

the Ground Lease to the contrary, Buyer and Seller acknowledge 

and agree that Seller shall not be obligated to pay any Rent (as 

such term is defined in the Ground Lease) to Buyer pursuant to 

the Ground Lease from the period of time then and after the end 

of the calendar month in which the Sale Order is entered by the 

Bankruptcy Court; provided, however, that if this Agreement is 

terminated following the date on which Rent abates pursuant to 

this paragraph, then Seller’s obligation to pay Rent pursuant to 

the Ground Lease shall recommence on the date which this 

Agreement is terminated, but in no event shall Seller be obligated 

to pay any Rent that accrued between the date on which Rent 



7 Purchase Agreement attached to Sale Motion, Dkt. 479 at 35, ¶ 10. 

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begins to abate pursuant to this paragraph and the date that this 

Agreement is terminated.8

 The parties agreed to extend the closing date of the transaction, 

initially scheduled for November 12, to November 20 and then again to 

November 30, 2018. On November 27, counsel to the Buyer sought a further 

extension of the closing date. The Buyer failed to close the sale by the 

November 30 closing date and, pursuant to the Purchase Agreement, 

forfeited the deposit it had made to the Debtors. On November 29, the 

Debtors filed the Motion “out of an abundance of caution and in order to leave 

no doubt as to whether the lease was assumed.”9 

 SAICO filed its opposition to the Motion on January 3, 2019. The 

Court held a hearing on January 24, at which time it received the following 

documents into evidence: the Declaration of Michael J. Maher,10 the 

Declaration of Jared Oakes,11 and Exhibits A through F attached to the 

Propco I Debtors’ reply brief.12 The parties subsequently filed proposed 

findings of fact and conclusions of law.13

DISCUSSION 

Positions of the parties. The Debtors argue that the Sale Order served 

as the assumption of the La Mesa Lease. They assert that the sale 



8 Purchase Agreement, Dkt. 479 at 38, ¶ 13(i). 

9 Propco I Debtors’ Proposed Findings of Fact and Conclusions of Law Regarding the 

Assumption of the La Mesa Lease,” Dkt. 1200, p.7. 

10 Dkt. 1004, ex. A. 

11 Dkt. 1026. 

12 Dkt. 1025. 

13 Dkt. 1199; Dkt. 1200. 

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transaction was structured as it was expressly for the purpose of avoiding a 

lease rejection or termination. They request that if the Court finds a 

separate assumption order is necessary, it also find that the assumption is a 

sound exercise of the Debtors’ business judgment. They propose to cure any 

default under the Lease by paying the cure amount set forth in the proposed 

order approving the proposed assumption. They further state that they “have 

been performing their monetary obligations under the La Mesa Lease” since 

the Propco I cases were filed and that they will be able to continue doing so 

until the Lease is assigned to another party, at which time they will provide 

adequate assurance of future performance from that future assignee. Finally, 

the Debtors argue that SAICO is estopped from now asserting that the Lease 

was rejected as of October 16, 2018, as its course of action in continuing to 

negotiate the terms of the transaction for months after that date “reflects an 

understanding that the La Mesa Lease was not rejected.” Dkt. 1025, p.11. 

SAICO argues that the October 16, 2018, Assumption Deadline expired 

prior to the filing of the Motion. It further points to the language in the Sale 

Motion that: 

Nothing contained herein is intended or shall be construed as: (a) 

an admission as to the amount of, basis for, or validity of any 

claim against the Propco I Debtors under the Bankruptcy Code, 

any foreign bankruptcy or insolvency law, including the CCAA, or 

other applicable nonbankruptcy law; (b) a waiver of the Propco I 

Debtors’ or any other party in interest’s right to dispute any 

claim, (c) a promise or requirement to pay any particular claim; 

(d) an implication or admission that any particular claim is of a 

type specified or defined in this Motion; (e) a request or 

authorization to assume, adopt, or reject any agreement, contract, 

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or lease pursuant to section 365 of the Bankruptcy Code or 

pursuant to the CCAA; (f) an admission as to the validity, priority, 

enforceability, or perfection of any lien on, security interest in, or 

other encumbrance on property of the Propco I Debtors’ estates; 

or (g) a waiver of any claims or causes of action which may exist 

against any entity under the Bankruptcy Code, the CCAA, or any 

other applicable law. 

Dkt.479, ¶ 27 (emphasis added). SAICO asserts that the Lease must be 

deemed rejected because it was not timely assumed and the deadline within 

which to do so was not extended. It further argues that the Motion is 

procedurally incorrect, since if the Sale Order serves as an assumption of the 

Lease, the Motion is superfluous, and if the Sale Order did not serve as an 

assumption of the Lease, the Motion is untimely and must be denied. 

Section 365 of the Bankruptcy Code. Assumptions and assignments of 

leases are governed by § 365 of the Bankruptcy Code, 11 U.S.C. § 365.14 

Section 365(a) provides that a trustee, which includes a debtor-in-possession 

in a chapter 11 case,15 may “assume or reject any executory contract or 

unexpired lease of the debtor.” Id. Section 365(f) provides that an executory 

contract or unexpired lease may be assigned if it is first properly assumed 

pursuant to § 365(b) and if the trustee or debtor-in-possession provides 

adequate assurance of future performance by the proposed assignee.16 



14 All subsequent references to § 365 or any subsection thereof are to 11 U.S.C. § 365. 

15 11 U.S.C. § 1107(a). 

16 Section 365(f) provides that: 

 (1) Except as provided in subsections (b) and (c) of this section, 

notwithstanding a provision in an executory contract or unexpired lease 

of the debtor, or in applicable law, that prohibits, restricts, or conditions 

the assignment of such contract or lease, the trustee may assign such 

contract or lease under paragraph (2) of this subsection. 

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Section 365(d)(4)(A) provides that an unexpired lease of nonresidential real 

property under which a debtor is the lessee shall be deemed rejected if the 

debtor does not assume or reject the unexpired lease within 120 days after 

filing or before plan confirmation. Section 365(d)(4)((B) provides that a court 

may extend the period on the motion of the debtor or lessor for cause. The 

Court ordered an extension of the Assumption Deadline in this case to 

October 16, 2018. 

Analysis. The Court finds that the September 13, 2018, Sale Order, 

when considered in light of the surrounding circumstances, necessarily 

functioned as an assumption of the La Mesa Lease. First, the Court notes 

that SAICO’s reliance on the provision of the Sale Motion that nothing in the 

motion should be interpreted as “a request or authorization to assume, adopt, 

or reject any agreement, contract, or lease pursuant to section 365 of the 

Bankruptcy Code” is unavailing, as the Sale Order itself provides that “[t]o 



(2) The trustee may assign an executory contract or unexpired lease of 

the debtor only if-- 

(A) the trustee assumes such contract or lease in accordance 

with the provisions of this section; and 

(B) adequate assurance of future performance by the assignee of 

such contract or lease is provided, whether or not there has been a 

default in such contract or lease. 

(3) Notwithstanding a provision in an executory contract or unexpired 

lease of the debtor, or in applicable law that terminates or modifies, or 

permits a party other than the debtor to terminate or modify, such 

contract or lease or a right or obligation under such contract or lease on 

account of an assignment of such contract or lease, such contract, lease, 

right, or obligation may not be terminated or modified under such 

provision because of the assumption or assignment of such contract or 

lease by the trustee. 

11 U.S.C. § 365(f). 

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the extent this Order is inconsistent with any prior order or pleading with 

respect to the Motion in these cases, the terms of this Order shall govern.” 

Therefore, the Court’s focus is properly on the Sale Order and not the Sale 

Motion. 

Even if the Court were to consider the terms of the Sale Motion, the 

proposed sale order, which was attached to the Sale Motion and thus 

incorporated therein, specifically recites that “[a]ll the requirements of 

sections 36317 and 365 of the Bankruptcy Code have been met with respect to 

the sale of the Ground Lease,” and contains the Court’s finding that “[t]he 

Propco I Debtors have met all requirements of section 365(b) and 365(f) of the 

Bankruptcy Code in connection with the sale of the Ground Lease to the 

Buyer.”18 SAICO did not object to the Sale Motion or appeal the entry of the 

Sale Order. 

In the “Relief Requested” portion of the Sale Motion, the Debtors 

requested: 

entry of an order, substantially in the form attached hereto as 

Exhibit A . . . (a) approving the sale of that certain lease dated 

November 21, 1996 . . . including all right, title and interest in the 

building, improvements and personal property located at 8165 

Fletcher Parkway, La Mesa, California . . . free and clear of all 

liens, claims, encumbrances, and other interests . . . pursuant to 

that that certain real estate purchase agreement . . . by and 

between TRU 2005 RE I, LLC (the “Seller”) and WING AVENUE 



17 11 U.S.C. § 363. 

18 Section 365(b) provides that a debtor may assume an executory contract or lease if 

certain requirements are satisfied, and § 365(f) provides that an executory contract 

or lease may be assigned “notwithstanding a provision . . . the prohibits, restrict, or 

conditions the assignment of such contract or lease..” 

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INVESTMENT, LLC (the “Buyer”) attached hereto as Exhibit B 

and (b) granting related relief. 

The heart of SAICO’s objection is that the actual words “assume and assign” 

are not used in the section of the Sale Motion titled “Relief Requested” or in 

the Sale Order. However, the section of the Sale Motion titled “The Proposed 

Sale” summarizes the Purchase Agreement, including its closing 

requirements, which include the “recordation of the Sale Order, the 

Assignment and Assumption of Lease and the Quitclaim Deed (in that order), 

in accordance with the terms and conditions of the Purchase Agreement.” 

This comports with the actual terms of the Purchase Agreement, which is 

attached to the Sale Motion. Section 13 of the Purchase Agreement, which 

was executed by both the Debtors and Buyer Wing Avenue Investment, LLC, 

reflects the closing requirements recited in the Sale Motion. In addition, 

there are multiple references to assignment and assumption in the Purchase 

Agreement.19 The Sale Order approves the Purchase Agreement and gives 

the Debtors the ability to “take any and all actions necessary or appropriate 

to consummate the Purchase Agreement.” 



19 See § 10 (“Transfer of the Premises shall be made pursuant to (a) an assignment 

and assumption of lease ...”); § 2(e) (the “Ground Lease ... is to be assigned to Buyer 

pursuant to the Assignment and Assumption of Lease (defined in section 10)”); § 11 

(twice referencing “counterparts of the Assignment and Assumption of Lease”); § 13 

(multiple references to “the Assignment and Assumption of Lease”); “List of 

Schedules and Exhibits (referencing “Exhibit ‘B’” as “Assignment and Assumption of 

Lease”). 

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 Inspection of the Purchase Agreement reveals that the transaction 

consisted of two parts, (1) the assumption and assignment of the Lease and 

(2) the separate sale of the building and other improvements on the premises: 

The parties agree: (i) that the entire Purchase Price is allocated 

to the lessee’s interest under the Ground Lease, which is to be 

assigned to Buyer pursuant to the Assignment and Assumption 

of Lease (defined in Section 10); and (ii) none of the Purchase 

Price is allocated to the Building and other improvements on the 

Premises, which are to be conveyed to Buyer at the Closing 

pursuant to the Quitclaim Deed (“defined in Section 10). 

Dkt. 479, § 2(e). The Purchase Agreement reflects that the parties structured 

the transaction to include both the assumption and assignment of the Lease 

and the sale of a building and other improvement to the subject real estate.20 

Consistent with an understanding that the Lease was to be assigned, the list 

of schedules and exhibits that were to be attached to the Purchase Agreement 

included an “Exhibit B,” which was listed as “Assignment and Assumption of 

Lease.” Upon careful review of the Purchase Agreement, it is inconceivable 

that the parties to this highly negotiated21 and sophisticated transaction did 



20 The actual Lease is not a part of the evidence admitted. However, the Purchase 

Agreement refers to the lease as a “ground lease,” which is consistent with the 

structuring of this transaction. “A ground lease is usually a long-term lease of a 

vacant parcel of land or a previously developed property, which requires the tenant 

to construct new or additional improvements to maximize its value.” Stuart M. Saft, 

1 Commercial Real Estate Leasing § 22.1 (2d ed. Supp. 2018).

21 See Exhibits A through F, attached to the Debtors’ reply at Dkt. 1025 and 

admitted into evidence at the January 24 hearing, revealing the extensive 

participation of Michael J. Maher, counsel to SAICO and Wing Avenue, in the 

drafting of the documents. Mr. Maher “represented first SAICO and then its 

affiliate, Wing Avenue Investment, LLC, in connection with the Real Estate 

Purchase Agreement . . . .” Dkt. 1004, Ex. A. 

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not, in seeking permission to enter into the Purchase Agreement, also seek 

the Court’s approval of the assumption and assignment of the Lease. 

Other evidence supporting the Debtors’ assertion that the Sale Order 

was an approval of the assumption and assignment of the Lease includes 

Exhibits A through F attached to the Propco I Debtors’ reply brief. Those 

exhibits illustrate the involvement of SAICO in the formulation of the 

Purchase Agreement, including the revision of § 2(e) and the revision of § 10, 

which provides that “[t]ransfer of the Premises shall be made pursuant to (a) 

an assignment and assumption of lease . . . .” 

The Court also notes its previous decision in In re Zota Petroleums, 

LLC, 482 B.R. 154 (Bankr. E.D. Va. 2012). While the issue in that case 

concerned the rights of a sublessee, the dispute arose because the sale 

contract between the chapter 7 trustee and the purchaser included the 

assumption and assignment of leases. The purchaser argued that the 

transfer of the assets at issue was free and clear of any claims, pursuant to 

§ 363(f) of the Bankruptcy Code, which provides that a trustee may sell 

property of a debtor “free and clear of any interest in such property of an 

entity other than the estate.” The Court was faced with determining whether 

the sublessee protections of § 365(h) had been extinguished by the unitary 

nature of the sale contract: 

The court, in evaluating the arguments put forth by the parties, 

first examines the transactions among the parties. It seems 

beyond dispute that the trustee and [the purchaser], in 

structuring the transaction at issue, intended to transfer all of the 

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assets of debtor and all of the interests of the debtor in the leases 

and executory contracts to [the purchaser]. The Sale and 

Assumption Motion and the order approving it were executed to 

combine the sale and the assumption and assignment aspects in 

one document. The APA and the order approving the final sale 

and the assumption and assignment were structured similarly, 

with all elements of both sale and assumption and assignment 

being combined in a single document. 

Regardless of the unitary nature of the documents, however, the 

documents are all quite specific that certain assets were to be sold 

and certain leases and executory contracts were to be assumed 

and assigned. Schedule 1 attached to the order approving the sale 

and assignment listed the cure amounts required for sixteen 

leases and executory contracts . . . . The order, as noted above, 

provided that [the purchaser] would be responsible for payment 

of the cure amount. 

Id. at 158-59. The Court then examined those cases addressing the 

tension between the two statutory provisions, determining that: 

the dual nature of the transaction, while perhaps intended by the 

buyer and seller to be a single transaction, must govern. The 

transaction was titled as a sale free and clear and an assumption 

and assignment, and all parties had notice therefore that the 

provisions of § 365 were thus implicated. Further, the APA itself 

contained an Exhibit listing the leases to be assumed and 

assigned and giving cure amounts, and the sublease . . . was 

rejected pursuant to the provisions of § 365. Thus, the assumption 

and assignment must be considered as such and governed by the 

provisions of § 365, including 365(h). Therefore, the rights of [the 

sublessee] under § 365(h) survive the transaction. 

Id. at 164 (emphasis added). 

The Court reaches the same conclusion in this case. While the 

Purchase Agreement was not specifically titled a “Sale and Assumption,” it 

was similar to the Zota contract in all other aspects. It proposed cure 

amounts, it included references to § 365, it provided for the recording of 

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assignments, and all parties knew of the dual nature of the transaction. In 

addition to the factors listed in Zota, the Court in this case has evidence of 

SAICO’s involvement in the creation of the Purchase Agreement containing 

the assignment provisions. Further, in November 2018, the Debtors paid 

$100,000 to extend the closing deadline, and parties later discussed the 

Debtors’ offer to pay an additional $50,000 deposit in exchange for a further 

extension of the sale closing date, neither of which would have been 

necessary if the Lease had been rejected as of the October 16 Assumption 

Deadline. Dkt. 1025, Ex. F. This is consistent with the provision of the 

Purchase Agreement that the Debtors’ obligation to pay rent would 

recommence if the sale were not consummated. 

The Court notes that at least one court, in approving the sale of a 

debtor’s executory contract, has found that a separate assumption motion is 

unnecessary. See In re Specialty Foods of Pittsburgh, Inc., 91 B.R. 364, 376–

77 (Bankr. W.D. Pa. 1988) (“When, as in this case a motion to sell and a 

motion to assume and sell would have the identical effect and when the 

procedural safeguards are the same, the motion to sell is sufficient and a 

motion to assume and sell would be superfluous . . . . It would be 

counterproductive to require the Trustee and an overburdened Bankruptcy 

Court to duplicate the effort, time and expense involved in filing two separate 

motions, providing notice twice, and conducting two separate adjudications to 

dispose of one estate asset simply because the asset may be characterized as 

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an executory contract. It would be equally nonsensical to require the Trustee 

to use the technical term ‘assume’ in a motion to sell in order to have the sale 

before the court in a confirmable posture. ... [T]his court holds that the sale of 

executory contracts under the facts at bar is confirmable notwithstanding the 

fact that the Trustee did not file a separate motion to assume or use the word 

‘assume’ in his motion to sell.”). The factors guiding the Court’s decision in 

Specialty Foods are present in this case. 

The Debtors have argued that SAICO should be estopped from arguing 

that the Lease has been rejected. Because the Court has found that the Sale 

Order approved the assumption and assignment of the Lease, it is 

unnecessary for the Court to address the estoppel argument, and it is also 

needless for the Court to address the larger legal issue of whether an order 

allowing the sale of an estate asset necessarily approves the assumption and 

assignment of that asset. For the same reason, the issue of whether SAICO 

tacitly consented to an extension of the time within which to assume or reject 

the Lease is moot. 

Finally, the Court is not persuaded by the notice arguments set forth 

by SAICO. The evidence is clear that SAICO was a participant in every 

aspect of the transactions at issue herein. Among other things, the same 

attorney represented both SAICO and the Buyer in the transaction at issue 

and participated extensively in its structuring.22 The Court has been 



22 See Declaration of Jared Oakes, Dkt. 1026; Declaration of Michael Maher, Dkt. 

1004, Ex. A. 

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presented with nothing that suggests that SAICO was unaware of the details 

of this transaction and rejects the suggestion that SAICO did not have proper 

notice through the entity it created. 

Based upon the record and its analysis of the law, the Court finds that 

the Sale Order approved the assumption and assignment of the La Mesa 

Lease. As pointed out by SAICO, the separate Motion for approval is 

unnecessary. However, in order to provide clarity, the Court will grant the 

Motion. A separate order will be entered concurrent with the issuance of this 

opinion. 

Signed: June 19, 2019 /s/ Keith L. Phillips 

United States Bankruptcy Judge 

Copies: 

Michael A. Condyles 

Peter J. Barrett 

Jeremy S. Williams 

Kutak Rock LLP 

901 East Byrd Street, Suite 1000 

Richmond, VA 23219 

Edward O. Sassower, P.C. 

Joshua A. Sussberg, P.C. 

Emily E. Geier 

Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, NY 10022 

James H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

Chad J. Husnick, P.C. 

Asif Attarwala 

Kirkland & Ellis LLP 

300 North LaSalle 

Chicago, IL 60654 

Entered on Docket: June 19, 2019

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