Joshua A. Sussberg, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

Emily E. Geier (admitted pro hac vice) Peter J. Barrett (VA 46179)

AnnElyse Scarlett Gains (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477)

KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP

601 Lexington Avenue 901 East Byrd Street, Suite 1000

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

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

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

-andJoshua M. Altman (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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

)

PIER 1 IMPORTS, INC., et al.,

1

) Case No. 20-30805 (KRH)

)

Debtors. ) (Jointly Administered)

)

DEBTORS’ MOTION FOR ENTRY OF AN ORDER 

(I) APPROVING THE PRIVATE SALE FREE AND CLEAR OF LIENS, 

CLAIMS, ENCUMBRANCES, AND INTERESTS, (II) APPROVING THE

PAYMENT OF BID PROTECTION OBLIGATIONS TO THE STALKING 

HORSE BIDDER, (III) APPROVING THE PAYMENT OF BROKERAGE 

FEES TO JONES LANG LASALLE, AND (IV) GRANTING RELATED RELIEF

 

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

number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting 

Related Relief [Docket No. 76]. The location of the Debtors’ service address is PO BOX 961020, Fort Worth, 

TX 76161-0020. Or, for delivery by Airborne, Federal Express & other Courier Services: 685 John B. Sias 

Memorial Parkway Suite 255, Fort Worth, TX 76134.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 1 of 76
2

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2

respectfully state as follows in support of this motion (this “Motion”):

Relief Requested

1. By this Motion, the Debtors seek entry of an order, substantially in the form 

attached hereto as Exhibit A (the “Order”): (a) approving the sale of all of Debtors’ right, title,

and interest in and to that certain real property, together with that certain building, improvements, 

easements, hereditaments, fixtures, furniture, equipment (including office furniture, forklifts, 

racks, and racking), and appurtenances thereunto located in the City of Mansfield, County of 

Tarrant, and State of Texas (and more particularly described in Exhibit 2 attached to the Order)

(the “Property” or “Mansfield”), free and clear of all liens, claims, encumbrances, leases, 

tenancies, and other interests for total consideration of $18,005,250 million in cash (the “Sale”) 

pursuant to that certain contract of sale agreement by and between Pier 1 Imports (U.S.), Inc.

(the “Seller”) and Lonejack II LLC (the “Buyer”), as amended by that certain first amendment to 

contract of sale (collectively, the “Purchase Agreement”) attached to the Order as Exhibit 1, 

(b) approving the payment of a 2% breakup fee (the “Breakup Fee”) and $25,000 due diligence 

expense reimbursement (the “Expense Reimbursement” and together with the Breakup Fee, 

 

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ 

chapter 11 cases, are set forth in greater detail in the Declaration of Robert J. Riesbeck, Chief Executive Officer 

of Pier 1 Imports, Inc., in Support of Chapter 11 Petitions and First Day Motions [Docket No. 30] 

(the “First Day Declaration”) filed contemporaneously with the Debtors’ voluntary petitions for relief filed under 

chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on February 17, 2020 

(the “Petition Date”). Contemporaneously herewith, the Debtors filed the Declaration of Todd Burnette in 

Support of Debtors’ Motion for Entry of an Order (I) Approving the Private Sale Free and Clear of Liens, Claims, 

Encumbrances, and Interests, (II) Approving the Payment of Bid Protection Obligations to the Stalking Horse 

Bidder, (III) Approving the Payment of Brokerage Fees to Jones Lang LaSalle, and (IV) Granting Related Relief 

(the “Burnette Declaration”) and the Declaration of Robert J. Riesbeck in Support of Debtors’ Motion for Entry 

of an Order (I) Approving the Private Sale Free and Clear of Liens, Claims, Encumbrances, and Interests, (II) 

Approving the Payment of Bid Protection Obligations to the Stalking Horse Bidder, (III) Approving the Payment 

of Brokerage Fees to Jones Lang LaSalle, and (IV) Granting Related Relief (the “Riesbeck Declaration”). 

Capitalized terms used but not otherwise defined in this Motion shall have the meanings ascribed to them in the 

Burnette Declaration, the Riesbeck Declaration, or as later defined herein, as applicable.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 2 of 76
3

the “Bid Protections”) to 2200 Heritage Owner LLC (the “Stalking Horse Bidder”), (c) approving 

the payment of the standard brokerage fee (the “Brokerage Fee”) earned by Jones Lang LaSalle

Brokerage, Inc. (“JLL”) in connection with the Sale, and (d) granting related relief. 

Jurisdiction and Venue

2. 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 August 15, 1984. The 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.

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

4. The bases for the relief requested herein are sections 105 and 363 of 

the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and rule 9013-1 of the Local Rules of the 

United States Bankruptcy Court for the Eastern District of Virginia 

(the “Local Bankruptcy Rules”).

Background

I. General Background.

5. On the Petition Date, each Debtor filed a voluntary petition for relief under 

chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their 

properties as debtors in possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. 

On February 27, 2020, the United States Trustee for the Eastern District of Virginia appointed an 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 3 of 76
4

official committee of unsecured creditors (the “Committee”). No request for the appointment of a 

trustee or examiner has been made in these chapter 11 cases. 

6. Pursuant to the Order (I) Establishing Bidding Procedures, (II) Scheduling Bid 

Deadlines and an Auction, (III) Approving the Form and Manner of Notice Thereof, 

(IV) Approving the Form of Asset Purchase Agreement, (V) Authorizing Assumption of the Plan 

Support Agreement and (VI) Granting Related Relief [Docket No. 102], the Debtors, in the exercise 

of their reasonable business judgment may elect to exclude any Assets (as defined therein) from 

the bidding procedures and sell such Assets at either a private or public sale, subject to Court 

approval of any alternative sale. 

7. The Debtors believe that entry into the Purchase Agreement and approval of the 

Sale and Bid Protections will maximize the value of the Property. Specifically, the Purchase 

Agreement is not only the highest standalone offer for the Property, but also includes an additional

offer for personal property (including furniture, fixtures and equipment) that the Debtors would 

need to otherwise sell (at an additional cost) or abandon. No other bidder wanted any of such 

property. Accordingly, and as further described below, the Debtors submit in their sound business 

judgment that the process they ran to seek a Sale was robust and any further process is unlikely to 

yield higher or better offers. In addition, the Buyer would like to close the transaction shortly after

receiving Court approval of the transaction.

8. The Broker. The Debtors have historically used JLL for assistance with 

disposition of their real property assets. JLL was originally engaged3for the sale of Mansfield 

prior to September 2019. The terms of the contract provided the Broker with a standard Brokerage 

 

3 The Property was never included in the Debtors’ agreement with A&G Real Estate Partners as JLL is a 

commercial real estate broker who has been handling the Property in the ordinary course of business.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 4 of 76
5

Fee of 4% upon consummation of the Sale, consistent with other agreements between the parties.

The Debtors seek approval to pay the Brokerage Fee earned by JLL in connection with the Sale 

on the grounds that it was reasonable and necessary to maximize the value of the property in the 

Debtors’ business judgment, and so as to avoid any statutory liens that may attach to Property 

under state law, should the Brokerage Fee be unpaid. If the Debtors do not pay the Brokerage Fee, 

and the Broker’s Lien does attach, the Buyer will not close the Sale and it will negatively affect 

the Debtors’ estates.4

9. The Stalking Horse Bid. Following several months of standard market outreach, 

JLL received initial indications of interest from more than 30 parties. Based on these indications 

of interest, the Debtors determined that the bid of the Stalking Horse Bidder

(the “Stalking Horse Bid”) was the best available bid, and determined to enter into an agreement 

with the Stalking Horse bidder to ensure that their bid would set a price floor of $15 million for

Mansfield. The Stalking Horse Bid was contingent upon the receipt of the Bid Protections (and 

subject to the post-facto court approval sought by this Motion). The Debtors believe that the Bid 

Protections are reasonable, provided a price floor for the Sealed Bid Auction, were appropriate 

under the circumstances, and benefitted the Debtors’ estate. 

10. The Auction. The Debtors, in consultation with JLL, determined that the most 

value-maximizing auction style to utilize under the circumstances was a sealed bid auction, 

whereby parties submit a highest and best bid to the Debtors, and the Debtors can choose from 

among such bids, call for additional rounds of bids, and/or negotiate with bidders to improve their 

 

4 Alternatively, the Buyer may consider a purchase price adjustment such that JLL’s fees would be paid by the 

Buyer to satisfy the lien. The corresponding purchase price would still exceed the value of all other bids. 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 5 of 76
6

bids (the “Sealed Bid Auction”). Ultimately, the Debtors ran a multi-round Sealed Bid Auction, 

resulting in the eventual selection of the Winning Bidder.

II. The Proposed Sale.

A. The Sale Process.

(i) Sale Process Overview. 

11. As part of the Sealed Bid Auction, JLL marketed the Property for several months, 

circulated a marketing package that was listed on CoStar Commercial Real Estate’s online listing 

database, and completed a survey of comparable building sales to evaluate the fair market value 

of the Property. Prior to the conclusion of the Sealed Bid Auction, the online listing received an 

average of 2,800+ views per week. 

12. Offers. The Debtors utilized the following procedures to procure offers from 

prospective buyers:

 Buyers (and/or their agents) were asked to submit written offers to JLL on or 

before 5:00 p.m., Fort Worth, Texas time on May 25, 2020. The written offer 

must have included Buyers’ (i) maximum bid amount and 

(ii) acknowledgement that Buyer will execute Seller’s form (x) Contract and 

(y) Commercial Lease.

 Offers remain subject to Seller confirmation at all times and must have been in

full compliance with all other terms and conditions.5

 If multiple bids were submitted in the same basic value band, Seller may elect 

to extend the deadline for 72 hours and call for a ‘highest and best’ offer from 

each bidder to determine the winning bid. Alternatively, Seller may have

elected to invite bidders to place their highest and best bids in a private email 

request format.

 All high Bidders were required to execute the Contract. The executed Contract 

included the specific sales terms that are included on the Property Page. The 

Contract only constitutes an offer to purchase the subject Property and did not 

 

5 To the extent any party has a higher and better offer for the Property, they may reach out to Debtors’ counsel to 

submit the terms of such an offer on or before the objection deadline for this Motion. 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 6 of 76
7

become a binding contract unless and until it had been accepted and executed 

by the Seller. If an offer was accepted by the Seller, the High Bidder would

become the “Winning Bidder.” 

 If no Bidders met the Reserve Price, the Seller was under no obligation to 

entertain any offer for the Property; however, each Seller has the right to 

entertain and accept an offer from a High Bidder whose bid is lower than the 

Reserve Price. 

13. Payment of Earnest Money and Remaining Balance. The Winning Bidder was 

to wire its Earnest Money Deposit in a sum to be set forth on the Property Page to the Title 

Company within 24 hours from receipt of the Contract signed by Seller. If the Winning Bidder 

failed or refused to deliver the Earnest Money Deposit within such two day period, the offer would

be deemed withdrawn. The balance of the Total Purchase Price, along with all other costs and/or 

fees, must be paid as required in the Purchase Agreement. 

14. Closing. All sales were to close through the Title Company as set forth in the 

Contract. The actual scheduled closing date would be set by the Title Company pursuant to the 

terms and conditions of the Contract. The Winning Bidder was required to pay customary and 

normal closing costs, including, but not limited to, closing/escrow fees, recording fees, pro-rations 

of property taxes and assessments, lender’s title insurance premium and fees, loan fees, document 

preparation fees, and all documentary transfer taxes customarily paid by buyers, if applicable.

15. The Debtors reserved the right to remove its Property from the Sealed Bid Auction

at any time, either before or after bidding has been completed. In the event the Property was 

removed after bidding was completed, the Winning Bidder’s sole remedy shall be the refund of all 

sums actually paid as Earnest Money Deposit. Neither the Debtors nor JLL shall have any further 

obligation whatsoever to any Bidder in respect of the Property withdrawn by any Seller.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 7 of 76
8

(ii) The Stalking Horse Bid.

16. As set forth above, JLL selected the Stalking Horse Bid to set the baseline price on 

June 4, 2020, improving JLL and the Debtors’ bargaining position throughout the Sealed Bid 

Auction.

17. The Stalking Horse Bid offered $15 million as the purchase price for the Property,

contingent upon the receipt of Bid Protections and subject to court approval. Although the Stalking 

Horse Bid ultimately was not selected through the Sealed Bid Auction, as set forth below, the 

Debtors seek, in their business judgment, court approval to pay the Bid Protections owing under 

the Stalking Horse Bid.

(iii) Bids Received.

18. Over the course of the Sealed Bid Auction, JLL narrowed down a “short list” of 

buyers to 31, completed a detailed bid process for three rounds of bids with a binding contract, 

terms of sale, short-term leaseback and hard earnest money package that was sent to the “short 

list” of potential buyers. A summary of bids received is set forth in Exhibit C attached hereto. 

Further, JLL completed multiple tours with a short list of buyers and brokers.

19. Over the course of the three rounds of bidding, JLL created market competition to 

end at a high bid of $18,005,2506submitted by the Buyer, which was ultimately selected as the 

winning bid. 

 

6 The $18,005,250 high bid is inclusive of the FF&E purchase price of $881,587.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 8 of 76
9

B. Key Provisions of the Purchase Agreement.

20. The following chart summarizes the key terms and conditions of the Purchase 

Agreement.

Summary Description of the Purchase Agreement7

Seller Pier 1 Imports (U.S.), Inc.

Buyer Lonejack II LLC

Property That certain tract of land located at 2200 Heritage Parkway, Mansfield, Texas 76063, 

and more particularly described or depicted on Exhibit A attached thereto and 

incorporated herein by reference for all purposes.

Purchase Agreement, § 1.

Purchase Price; 

Earnest Money

Purchase price: 18,005,250 00/100 Dollars;

a. $18,005,250 purchase price includes $17,123,663 for Mansfield and $881,587

for the FF&E therein. 

b. $200,000 00/100 Dollars earnest money to be timely deposited (in 

immediately available funds) by Buyer into escrow.

Basis for Relief

I. The Debtors’ Entry into the Purchase Agreement Should Be Approved as an Exercise 

of Sound Business Judgment.

21. Section 363(b)(1) of the Bankruptcy Code authorizes a bankruptcy court, after 

notice and a hearing, to authorize a debtor to “use, sell, or lease, other than in the ordinary course 

of business, property of the estate.” 11 U.S.C. § 363(b)(1). To approve a use, sale or lease of 

property other than in the ordinary course of business, the court must find “some sound business 

purpose” that satisfies the business judgment test. See In re W.A. Mallory Co., 214 B.R. 834, 836 

 

7 Any description of the terms of the Purchase Agreement contained herein is a summary provided for convenience 

purposes only. In the event of any inconsistency between the summary set forth herein and the Purchase 

Agreement, the Purchase Agreement shall control. Capitalized terms not otherwise defined herein have the 

meanings set forth in the Purchase Agreement.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 9 of 76
10

(Bankr. E.D. Va. 1997); see also In re Glover, No. 09-74787 at *4 (SCS) 

(Bankr. E.D. Va. Mar. 31, 2010) (“The standard in this Circuit is whether the debtor in possession 

has exercised sound business judgment.”) (citing Lubrizol Enters., Inc. v. Richmond Metal 

Finishers, Inc., 756 F.2d 1043, 1046 (4th Cir. 1985)). Courts generally show great deference to a 

debtor’s decisions when applying the business judgment standard. See In re Alpha Nat. Res., Inc., 

546 B.R. 348, 356 (Bankr. E.D. Va. 2016) (“Courts apply the deferential business judgment test 

when analyzing transactions under § 363(b)(1).”). Deference to a debtor’s business judgment is 

inappropriate only if such business judgment is “so manifestly unreasonable that it could not be 

based on sound business judgment, but only on bad faith, or whim or caprice.” Lubrizol Enters., 

Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985).

22. Once the debtors articulate a valid business justification, “[t]he business judgment 

rule is a presumption that in making the business decision the directors of a corporation acted on 

an informed basis, in good faith, and in the honest belief that the action was in the best interests of 

the company.” In re S.N.A. Nut Co., 186 B.R. 98, 102 (Bankr. N.D. Ill 1995) (citations omitted); 

In re Filene’s Basement, LLC, 11-13511 (KJC), 2014 WL 1713416, at *12 

(Bankr. D. Del. Apr. 29, 2014) (“If a valid business justification exists, then a strong presumption 

follows that the agreement at issue was negotiated in good faith and is in the best interests of the 

estate.”) (citations omitted); Integrated Res., 147 B.R. at 656; In re Johns-Manville Corp., 60 B.R. 

612, 615–16 (Bankr. S.D.N.Y. 1986) (“[A] presumption of reasonableness attaches to a Debtor’s 

management decisions.”). In addition, the Debtors are open to all other bids through the hearing.

23. As set forth above, the Sealed Bid Auction was reasonably calculated to realize the 

maximum value for the Property and should be approved as an exercise of the Debtors’ sound 

business judgment. 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 10 of 76
11

24. Further, the Debtors have a sound business justification for entering into the 

Purchase Agreement. The Debtors believe the Purchase Agreement will maximize the value of 

the Property. In consideration of the foregoing, the Debtors’ advisors and JLL have evaluated the 

terms of the Sale and believe that an auction process other than that set forth above would be highly 

unlikely to generate higher proceeds than the contemplated Sale. The Purchase Agreement will 

yield, in the Debtors’ reasonable business judgment, the highest or otherwise best offer for the 

Property and will provide a greater recovery for their estates than any known or practicably 

available alternative. See, e.g., In re Trans World Airlines, Inc., No. 01-00056, 2001 WL 1820326, 

at *4 (Bankr. D. Del. 2001) (a “section 363(b) sale transaction does not require an auction 

procedure”).

25. The Debtors should be authorized to pay the Brokerage Fee associated with the Sale 

as an exercise of reasonable business judgment and so as to avoid the costs incurred in connection 

with a Broker’s Lien. 

26. Thus, the Debtors submit that: the Sealed Bid Auction is reasonably calculated to 

maximize the value realized from the Property and was implemented in the Debtors’ business 

judgment; the Purchase Agreement constitutes the highest or otherwise best offer for the Property

and will provide a greater recovery for the Debtors’ estates than would be provided by any other 

available alternative; and payment of the Brokerage Fee is both an exercise of the Debtors’ 

business judgment and necessary to avoid added costs to the Sale. Therefore, the Debtors request 

that the Court make a finding that utilizing the Sealed Bid Auction, entry into the Purchase 

Agreement, and payment of the Brokerage Fee is a proper exercise of the Debtors’ business 

judgment and is rightly authorized.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 11 of 76
12

A. The Sale Is Proposed in Good Faith and Without Collusion, and the Buyer Is 

a Good-Faith Purchaser.

27. The Debtors request that the Court find that the Buyer is entitled to the benefits and 

protections provided by section 363(m) of the Bankruptcy Code in connection with the Sale.

28. Section 363(m) of the Bankruptcy Code provides in pertinent part:

[t]he reversal or modification on appeal of an authorization under 

subsection (b) or (c) of this section of a sale or lease or property does 

not affect the validity of a sale or lease under such authorization to 

an entity that purchased or leased such property in good faith, 

whether or not such entity knew of the pendency of the appeal, 

unless such authorization and such sale or lease were stayed pending 

appeal.

11 U.S.C. § 363(m). 

29. Section 363(m) of the Bankruptcy Code thus protects the purchaser of assets sold 

pursuant to section 363 of the Bankruptcy Code from the risk that it will lose its interest in the 

purchased assets if the order allowing the sale is reversed on appeal, as long as such purchaser 

leased or purchased the assets in “good faith.” While the Bankruptcy Code does not define “good 

faith,” courts have held that a purchaser shows its good faith through the integrity of its conduct 

during the course of the sale proceedings, finding that where there is a lack of such integrity, a 

good-faith finding may not be made. See, e.g., In re Abbotts Dairies of Pa., Inc., 788 F.2d 143, 

147 (3d Cir. 1986) (“Typically, the misconduct that would destroy a [buyer’s] good faith status at 

a judicial sale involves fraud, collusion between the [proposed buyer] and other bidders or the 

trustee, or an attempt to take grossly unfair advantage of other bidders.”); In re Paulson, 276 F.3d 

389, 392 (8th Cir. 2002); In re Trism, Inc., 328 F.3d 1003, 1006 (8th Cir. 2003); In re Sasson 

Jeans, Inc., 90 B.R. 608, 610 (S.D.N.Y. 1988) (same). The Debtors submit that the Buyer is a 

“good faith purchaser[s]” within the meaning of section 363(m) of the Bankruptcy Code.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 12 of 76
13

30. First, as set forth in more detail above, the consideration to be received by the 

Debtors pursuant to the Sale is substantial, fair, and reasonable. Second, there exists no indication 

of any “fraud, collusion between the purchaser and other bidders or the trustee, or an attempt to 

take grossly unfair advantage of other bidders” or similar conduct that would cause or permit the 

Sale to be avoided under section 363(n) of the Bankruptcy Code. In re Abbotts Dairies of Pa., 

Inc., 788 F.2d at 147. The Sale was negotiated at arms’ length and in good faith, and accordingly, 

the Debtors believe that the Sale and Buyer are entitled to the full protections of section 363(m) of 

the Bankruptcy Code.

B. The Sale Should be Approved “Free and Clear” Under Section 363(f).

31. Section 363(f) of the Bankruptcy Code permits a debtor to sell property free and 

clear of another party’s interest in the property if: (a) applicable nonbankruptcy law permits such 

a free and clear sale; (b) the holder of the interest consents; (c) the interest is a lien and the sale 

price of the property exceeds the value of all liens on the property; (d) the interest is the subject of 

a bona fide dispute; or (e) the holder of the interest could be compelled in a legal or equitable 

proceeding to accept a monetary satisfaction of its interest. See 11 U.S.C. § 363(f).

32. Section 363(f) is drafted in the disjunctive. Thus, satisfaction of any of the 

requirements enumerated therein will suffice to warrant the sale of the Debtors’ Assets free and 

clear of all liens, claims, encumbrances, leases, tenancies, and other interests (“Interests”). See 

In re Kellstrom Indus., Inc., 282 B.R. 787, 793 (Bankr. D. Del. 2002) (“[I]f any of the five 

conditions are met, the debtor has the authority to conduct the sale free and clear of all liens.”).

33. The Debtors submit that any interest that will not be an assumed liability satisfies 

at least one of the five conditions of section 363(f) of the Bankruptcy Code, and that any such 

interest will be adequately protected by either being paid in full at the time of closing, or by having 

it attach to the net proceeds of the Sale, subject to any claims and defenses the Debtors may possess 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 13 of 76
14

with respect thereto. The Debtors accordingly request authority to sell the Property free and clear 

of all interests, with any such interests to attach to the proceeds of the Sale.8

II. The Proposed Sales are Appropriate Pursuant to Bankruptcy Rule 6004(f).

34. Bankruptcy Rule 6004(f) authorizes a debtor to sell estate property outside of the 

ordinary course of business by private sale or public auction. Private sales are appropriate where 

the debtor demonstrates that the proposed sale is permissible pursuant to section 363 of the 

Bankruptcy Code. See In re Cypresswood Land Partners, I, 409 B.R. 396, 436 

(Bankr. S.D. Tex. 2009) (“there is no prohibition against a private sale. . . [and] there is no 

requirement that the sale be by public auction”); In re Dura Auto. Sys., Inc., No. 06-11202 (KJC), 

2007 WL 7728109, at *88 (Bankr. D. Del. Aug. 15, 2007) (“[S]ales of property rights outside the 

ordinary course of business may be by private sale or public auction.”). Additionally, courts have 

held that a debtor has broad discretion to determine the manner in which its assets are sold. See

Berg v. Scanlon (In re Alisa P’ship), 15 B.R. 802, 802 (Bankr. D. Del. 1981); In re Bakalis, 220 

B.R. 525, 531 (Bankr. E.D.N.Y. 1998) (noting that a trustee has ample authority to conduct a sale 

of estate property through private sale). 

35. A public auction for the Property at this time is logistically impractical given that 

the Buyer would like to close the Sale on an expedited timeline and would be unlikely to yield a 

higher Purchase Price. Further, the Sealed Bid Auction followed an extensive marketing process 

with a short list of 31 bidders, constituting a more robust process than a private sale to a single 

interest party. 

 

8 The Debtors do not seek authority to sell any non-Debtor property free and clear pursuant to section 363(f) of the 

Bankruptcy Code, but rather will assign such interests consistent with their underlying property documents.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 14 of 76
15

III. Payment of the Bid Protections to the Stalking Horse Bidder is a Sound Exercise of 

the Debtors’ Business Judgment.

36. The Debtors also seek authority to pay the Bid Protections to the Stalking Horse 

Bidder as a result of the Debtors electing to ultimately select another bidder’s offer as the winning 

bid. The Debtors have determined in their business judgment that the Bid Protections facilitated 

a competitive bidding process. Payment of expense reimbursements and work fees, like those 

proposed here, in a bidding process for sales is appropriate so long as such payment is a valid 

exercise of the Debtors’ business judgment. Under section 363(b), the Debtors may use, sell, or 

lease estate property outside of the ordinary court of business so long as they articulate a sound 

business reason for doing so. See, e.g., In re Culp, 550 B.R. 683, 697 (D. Del. 2015); In re Network 

Access Corp., 330 B.R. 67, 74-75 (Bankr. D. Del. 2005). Further, “[b]reak-up fees are important 

tools to encourage bidding and to maximize the value of the debtor’s assets . . . . [i]n fact, because 

the . . . corporation has a duty to encourage bidding, break-up fees can be necessary to discharge 

[such] duties to maximize value.” In re Integrated Res., Inc., 147 B.R. 650, 659–60 (Bankr. 

S.D.N.Y. 1992) (emphasis added). Specifically, bid protections like a breakup fee “may be 

legitimately necessary to convince a ‘white knight’ bidder to enter the bidding by providing some 

form of compensation for the risks it is undertaking.” In re 995 Fifth Ave. Assocs., L.P., 96 B.R. 

24, 28 (Bankr. S.D.N.Y. 1989) (quotations omitted); see also Integrated Res., 147 B.R. at 660–61 

(bid protections can prompt bidders to commence negotiations and “ensure that a bidder does not 

retract its bid”). Here, the Stalking Horse Bid improved the quality and increased the number of

bids received over the course of the Sealed Bid Auction. Ultimately, the price floor set by the 

Stalking Horse Bid directly resulted in higher price for the Property and, thus, it was a reasonable 

use of estate assets in the Debtors’ business judgment.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 15 of 76
16

37. Under section 105(a) of the Bankruptcy Code, “[t]he court may issue any order . . . 

that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). In 

essence, the Court may enter any order safeguarding the value of the debtor’s estate if doing so is 

consistent with the Bankruptcy Code. See, e.g., Chinichian v. Campolongo (In re Chinichian), 

784 F.2d 1440, 1443 (9th Cir. 1986) (“Section 105 sets out the power of the bankruptcy court to 

fashion orders as necessary pursuant to the purposes of the Bankruptcy Code.”); In re Cooper 

Props. Liquidating Tr., Inc., 61 B.R. 531, 537 (Bankr. W.D. Tenn. 1986) (acknowledging that “the 

[b]ankruptcy [c]ourt is one of equity and as such it has a duty to protect whatever equities a debtor 

may have in property for the benefit of its creditors as long as that protection is implemented in a 

manner consistent with the bankruptcy laws”). To the extent that approval of the Bid Protections 

are necessary to effectuate the Sale—which, in the Debtor’s view, represents the best means of 

maximizing the value of its estate—the Debtor believes that the Court’s application of section 

105(a) of the Bankruptcy Code here is appropriate. See, e.g., In re Patriot Coal Corporation, No. 

15-32450 (KLP) (Bankr. E.D. Va. June 25, 2015) (authorizing designation of one or more stalking 

horse bidders, including the provision of bid protections); In re High Ridge Brands Co., No. 19-

12689 (BLS) (Bankr. D. Del. Feb. 7, 2020) (authorizing selection of a stalking horse bidder and 

approving bid procedures for such stalking horse bidder, subject to approval by the bankruptcy 

court); In re Forever 21, Inc., No. 19 12122 (KG) (Bankr. D. Del. Feb. 4, 2020) (approving bid 

protections in connection with approval of bidding procedures); In re Bumble Bee Parent, Inc., 

No. 19-12502 (LSS) (Bankr. D. Del. Dec. 19, 2019) (approving a breakup fee and expense 

reimbursement in conjunction with approval of a stalking horse bidder); In re Ditech Holding 

Corporation, No. 19 10412 (JLG) (Bankr. S.D.N.Y. Apr. 23, 2019) (authorizing designation of 

one or more stalking horse bidders, including the provision of bid protections). 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 16 of 76
17

IV. Payment of the Brokerage Fee is Necessary and Appropriate Under the 

Circumstances. 

38. The Debtors request authority to pay the Brokerage Fee owed to JLL for services 

rendered in connection with the Sale, pursuant to the standard listing agreement between the 

Debtors and JLL, attached hereto as Exhibit B. Under Texas law, the Broker’s and Appraiser’s 

Lien on Commercial Real Estate Act, codified in Chapter 62 of the Texas Property Code, 

establishes a statutory lien on the subject property of a commercial transaction in favor of the 

broker in order to provide security for payment of their commission arising therefrom (a “Broker’s 

Lien”). Tex. Prop. Code Ann. § 62 et seq. Payment of the Brokerage Fee avoids any costs 

associated with a Broker’s Lien attaching to the Property as a result of the Sale. Should the lien 

attach to the Property, the Buyer will not close the Sale to the detriment of the Debtors’ estates.

V. Relief Under Bankruptcy Rules 6004(h) Is Appropriate.

39. Bankruptcy Rule 6004(h) provides that an “order authorizing the use, sale, or lease 

of property . . . is stayed until the expiration of fourteen days after the entry of the order, unless 

the court orders otherwise.” Fed. R. Bankr. P. 6004(h). The Debtors request that the Order be 

effective immediately upon its entry by providing that the fourteen-day stay under Bankruptcy 

Rule 6004(h) is waived.

40. The purpose of Bankruptcy Rule 6004(h) is to provide sufficient time for an 

objecting party to appeal before an order can be implemented. See Advisory Committee Note to 

Fed. R. Bankr. P. 6004(h). Although Bankruptcy Rule 6004(h) and the Advisory Committee Note

are silent as to when a court should “order otherwise” and eliminate or reduce the fourteen-day 

stay period, the leading treatise on bankruptcy suggests that the fourteen-day stay should be 

eliminated to allow a sale or other transaction to close immediately “where there has been no 

objection to procedure.” 10 Collier on Bankr. ¶ 6004.10 (15th rev. ed. 2006). Furthermore, if an 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 17 of 76
18

objection is filed and overruled, and the objecting party informs the court of its intent to appeal, 

the stay may be reduced to the amount of time actually necessary to file such appeal. Id. 

41. To maximize the value received for the assets, the Debtors seek to close the Sale as 

soon as possible after the Hearing. Accordingly, the Debtors hereby request that the Court waive 

the 14-day stay period under Bankruptcy Rule 6004(h).

Waiver of Memorandum of Law

42. The Debtors respectfully request that this Court treat this Motion as a written 

memorandum of law or waive any requirement that this Motion be accompanied by a written 

memorandum of law as described in Local Bankruptcy Rule 9013-1(b).

Notice

43. The Debtors will provide notice of this Motion via first class mail, facsimile or 

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

Attn: Kenneth N. Whitehurst III and Shannon F. Pecoraro; (b) counsel to the official committee 

of unsecured creditors; (c) the agents under the Debtors’ prepetition secured facilities and counsel 

thereto; (d) the DIP Agents and their respective counsel thereto; (e) the indenture trustee to the 

Debtors’ industrial revenue bonds; (f) counsel to the ad hoc group of term loan lenders; (g) the 

lenders under certain Company-owned life insurance policies; (h) the Debtors’ Canadian counsel; 

(i) the United States Attorney’s Office for the Eastern District of Virginia; (j) the Internal Revenue 

Service; (k) the office of the attorneys general for the states in which the Debtors operate; (l) the 

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

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

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

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 18 of 76
19

No Prior Request

44. 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 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 19 of 76
WHEREFORE, the 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: July 8, 2020

/s/ Jeremy Williams

KUTAK ROCK LLP KIRKLAND & ELLIS LLP

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

Peter J. Barrett (VA 46179) Joshua A. Sussberg, P.C. (admitted pro hac vice)

Jeremy S. Williams (VA 77469) Emily E. Geier (admitted pro hac vice)

Brian H. Richardson (VA 92477) AnnElyse Scarlett Gains (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: joshua.sussberg@kirkland.com

Peter.Barrett@KutakRock.com emily.geier@kirkland.com

Jeremy.Williams@KutakRock.com annelyse.gains@kirkland.com

Brian.Richardson@KutakRock.com

-andCo-Counsel to the Debtors

and Debtors in Possession Joshua M. Altman (admitted pro hac vice)

300 North LaSalle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: josh.altman@kirkland.com

Co-Counsel to the Debtors and Debtors in Possession

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 20 of 76
Exhibit A

Proposed Order

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 21 of 76
Joshua A. Sussberg, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

Emily E. Geier (admitted pro hac vice) Peter J. Barrett (VA 46179)

AnnElyse Scarlett Gains (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP Brian H. Richardson (VA 92477)

KIRKLAND & ELLIS INTERNATIONAL LLP KUTAK ROCK LLP

601 Lexington Avenue 901 East Byrd Street, Suite 1000

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

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

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

-andJoshua M. Altman (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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

)

PIER 1 IMPORTS, INC., et al.,

1

) Case No. 20-30805 (KRH)

)

Debtors. ) (Jointly Administered)

)

ORDER (I) APPROVING 

THE PRIVATE SALE FREE AND 

CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, 

AND INTERESTS, (II) APPROVING THE PAYMENT 

OF BID PROTECTION OBLIGATIONS TO THE STALKING 

HORSE BIDDER, (III) APPROVING THE PAYMENT OF BROKERAGE 

FEES TO JONES LANG LASALLE, AND (IV) GRANTING RELATED RELIEF

Upon consideration of the motion (the “Motion”)2 of the above captioned debtors and 

 

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

number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting 

Related Relief [Docket No. 76]. The location of the Debtors’ service address is 100 Pier 1 Place, Fort Worth, 

Texas 76102.

2 Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Motion.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 22 of 76
2

debtors in possession (the “Debtors”) for the entry of an order (this “Order”): (a) approving the 

sale of all of Debtors’ right, title, and interest in and to that certain real property, together with that 

certain building, improvements, easements, hereditaments, fixtures, furniture, equipment 

(including office furniture, forklifts, racks, and racking), and appurtenances thereunto belonging 

located in the City of Mansfield, County of Tarrant, and State of Texas (and more particularly 

described in Exhibit 2 attached hereto) (the “Property” or “Mansfield”), free and clear of all liens, 

claims, encumbrances, leases, tenancies, and other interests for total consideration of $18,005,250

million in cash (the “Sale”) pursuant to that certain contract of sale agreement by and between Pier 

1 Imports (U.S.), Inc. (the “Seller”) and Lonejack II LLC (the “Buyer”), as amended by that certain 

first amendment to contract of sale (collectively, the “Purchase Agreement”) attached hereto as 

Exhibit 1, (b) approving the payment of a 2% breakup fee (the “Breakup Fee”) and $25,000 due 

diligence expense reimbursement (the “Expense Reimbursement” and together with the Breakup 

Fee, the “Bid Protections”) to 2200 Heritage Owner LLC (the “Stalking Horse Bidder”), (c) 

approving the payment of the standard brokerage fee earned by Jones Lang LaSalle Brokerage, 

Inc. (“JLL”) in connection with the Sale, and (d) granting related relief; and upon the First Day 

Declaration; 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 August 15, 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 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 Debtors’ estates, their creditors, and other parties in interest; and this Court having found 

that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 23 of 76
3

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 the [Burnette] Declaration; and upon all of the proceedings had before 

this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY:

FOUND AND DETERMINED THAT:3

A. The Debtors have articulated good and sufficient reason for this Court to grant the 

relief requested in the Motion, specifically, without limitation, entry into the Purchase Agreement.

B. JLL is not a professional under the circumstances, but rather a broker dealing only 

with respect to the Property in the ordinary course of business.

C. The Debtors have articulated good and sufficient reason for this Court to ratify the 

use of the Sealed Bid Auction.

D. The Debtors have articulated good and sufficient reason for this Court to authorize 

the payment of the Brokerage Fee.

E. To the extent any inconsistency arises between this Order and the Purchase 

Agreement, this Order shall control.

F. Under the facts and circumstances of these cases, the purchase price for the 

Property is fair and reasonable.

 

3 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of 

fact where appropriate. See Fed. R. Bankr. P. 7052.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 24 of 76
4

G. The Buyer is a purchaser in good faith with respect to the Purchase Agreement, as 

that term is used in section 363(m) on the Bankruptcy Code and, as such, is entitled to the 

protections offered thereby.

H. The Buyer is not a mere continuation of, or successor to, the Debtors in any respect, 

and there is no continuity of enterprise between the Debtors or the Buyer. 

I. All the requirements of sections 363 of the Bankruptcy Code have been met with 

respect to the sale of the Property.

J. The Purchase Agreement is an arm’s-length, negotiated transaction between 

unrelated parties, in which the Buyer has at all times acted in good faith;

ORDERED THAT:

1. The Motion is granted as set forth herein.

2. The Sealed Bid Auction is hereby approved.

3. The Debtors are authorized, but not directed, to make payments on account of the 

Brokerage Fee.

4. The Purchase Agreement is hereby approved, and the Debtors are authorized and 

directed to take any and all actions necessary or appropriate to consummate the Purchase 

Agreement.

5. The fee interest in the Property shall be transferred to Buyer free and clear of all:

a. liens, claims, encumbrances, and interests pursuant to Section 363(f) of the 

Bankruptcy Code, with all such liens, claims, encumbrances, and interests 

to attach to the proceeds of the sale in the same order, priority and validity 

that presently exists; provided however, the Property shall be transferred 

subject to all non-delinquent real estate taxes and assessments, all zoning 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 25 of 76
5

and building ordinances, all easements, right of ways, covenants, 

restrictions of record; and

b. leases and tenancies, specifically including rights or claims of parties in 

possession and not shown by public record.

6. Pursuant to section 363(m) of the Bankruptcy Code, the Buyer shall be, and hereby 

is, deemed to have purchased the Properties in good faith.

7. The Debtors are hereby authorized and directed to take such actions as are 

reasonably necessary to implement and effectuate the terms of this Order and the Purchase 

Agreement. 

8. Notwithstanding any reference in the Purchase Agreement to “successors and 

assigns” and the like, Buyer shall not have the right to assign the Purchase Agreement, without the 

prior written consent of Seller and the Court (if applicable), in each of their sole (and individual) 

discretion. Notwithstanding the foregoing, Buyer shall have the right, upon ten (10) days prior 

written notice to Seller, to assign Buyer’s rights, obligations and requirements to one or more 

nominees at Closing without the need for further approval from the Court or consent of the 

Debtors; provided, however, that each such nominee (a) is an entity controlling, controlled by, or 

under common control with Buyer and (b) shall, by written instrument executed by Buyer and each 

such nominee and delivered to Seller, accept and assume, jointly and severally with Buyer, all of 

the Buyer’s obligations and agreements under the Purchase Agreement. Each such nominee shall 

receive the Property subject to all of the terms and conditions of the Purchase Agreement. No 

assignment of the Purchase Agreement of any kind shall be deemed to release Buyer from Buyer’s 

obligations under the Purchase Agreement. 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 26 of 76
6

9. Each and every federal, state, and local governmental agency or department is 

hereby directed to accept this Order and any and all other documents and instruments necessary 

and appropriate to consummate the Purchase Agreement. 

10. This Order shall be binding upon and shall govern the acts of all entities, including, 

without limitation, all filing officers, title companies, recorders of mortgages, recorders of deeds, 

registrars of deeds, administrative agencies, governmental departments, secretaries of state, 

federal, state, and local officials, and all other persons and entities who may be required by 

operation of law, the duties of their office, or contract, to accept, file, register, or otherwise record 

or release any documents or instruments, or who may be required to report or insure any title or 

state of title in or to the Property. In particular, the Recorder’s Office of Tarrant County, TX

(the “Recorder’s Office”) is authorized to discharge any liens of record encumbering the Property 

as of the Closing Date; alternatively, Buyer is hereby authorized to execute a release for any lien, 

claim, encumbrance, or interest of which the Property is to be transferred free and clear.

11. This Order and the terms and provisions of the Purchase Agreement shall be 

binding on all of the Debtors’ creditors (whether known or unknown), the Debtors, each respective 

landlord, and their respective affiliates, successors, and assigns, and any affected third parties. 

12. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted pursuant to this Order.

13. This Order shall constitute the findings of fact and conclusions of law and shall take 

immediate effect upon execution hereof.

14. To 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.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 27 of 76
7

15. To the extent any of the deadlines set forth in this Order do not comply with the 

Local Bankruptcy Rules, such Local Bankruptcy Rules are waived and the terms of this Order 

shall govern.

16. Notwithstanding the possible applicability of Bankruptcy Rules 4001, 6004(h), 

7062, 9014, or otherwise, this Court, for good cause shown, orders that the terms and conditions 

of this Order shall be immediately effective and enforceable upon its entry.

17. This Court shall retain jurisdiction with respect to all matters arising from or related 

to the implementation, interpretation, or enforcement of this Order. 

Dated: ____________

Richmond, Virginia United States Bankruptcy Judge

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 28 of 76
WE ASK FOR THIS:

/s/ Jeremy S. Williams 

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

Brian H. Richardson (VA 92477)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

- and -

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

Emily E. Geier (admitted pro hac vice)

AnnElyse Scarlett Gains (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 -

Joshua M. Altman (admitted pro hac vice)

300 North LaSalle Street

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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/ Jeremy S. Williams

 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 29 of 76
Exhibit 1

Purchase Agreement

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 30 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 31 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 32 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 33 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 34 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 35 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 36 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 37 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 38 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 39 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 40 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 41 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 42 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 43 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 44 of 76
Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 45 of 76
Exhibit 2

Commitment for Title Insurance

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 46 of 76
FORM T-7: Commitment for Title Insurance 20-1925

THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE

POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS

COUNTERSIGNED BELOW.

COMMITMENT FOR TITLE INSURANCE

Issued By

CHICAGO TITLE INSURANCE COMPANY

We (Chicago Title Insurance Company) will issue our title insurance policy or policies (the Policy) to You (the

proposed insured) upon payment of the premium and other charges due, and compliance with the requirements

in Schedule C. Our policy will be in the form approved by the Texas Department of Insurance at the date of

issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our

Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as

recording fees, and expedited delivery expenses.

This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to

issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment

and end when this Commitment expires.

Authorized

RATTIKIN TITLE COMPANY

By:

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 47 of 76
TEXAS TITLE INSURANCE INFORMATION

FORM T-7: Commitment for Title Insurance 20-1925

Title Insurance Information

Title insurance insures you against loss resulting from certain risks to your title.

The commitment for Title Insurance is the title insurance company's promise to issue the title insurance

policy.

The commitment is a legal document. You should review it carefully to completely understand it before your

closing date.

El seguro de título le asegura en relación a perdidas resultantes de ciertos riesgos que pueden afectar el

título de su propiedad. El Compromiso para Seguro de Título es la promesa de la compañía aseguradora de

títulos de emitir la póliza de seguro de tíitulo. El Compromiso es un documento legal. Usted debe leerlo

cuidadosamente y entenderlo complemente antes de la fecha para finalizar su transacción.

Your Commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion

or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements.

Before issuing a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the

title Insurance Company (the Company) determines whether the title is insurable. This determination has already

been made. Part of that determination involves the Company's decision to insure the title except for certain risks

that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment

as Exceptions. Other risks are stated in the Policy as Exclusions. These risks will not be covered by the Policy.

The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any

mineral interest.

MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to

insure title unless there is an exclusion or an exception as to Minerals and Mineral Rights in the Policy. Optional

endorsements insuring certain risks involving minerals, and the use of improvements (excluding laws, shrubbery

and trees) and permanent buildings may be available for purchase. If the title insurer issues the title policy with

an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements,

ensure that the purchaser has title to the mineral rights related to the surface estate.

Another part of the determination involves whether the promise to insure is conditioned upon certain

requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the

Company will refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the

Commitment with an attorney. These matters will affect your title and your use of the land.

When your Policy is issued, the coverage will be limited by the Policy's Exception, Exclusions and Conditions,

defined below.

EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance.

Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment. They can also be

added if you do not comply with the Conditions section of the Commitment. When the Policy is issued,

all Exceptions will be on Schedule B of the Policy.

EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the

Policy but not shown or discussed in the Commitment.

CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your

responsibilities and those of the Company. They are contained in the Policy but not shown or discussed

in the Commitment. The Policy Conditions are not the same as the Commitment Conditions.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 48 of 76
TEXAS TITLE INSURANCE INFORMATION

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Title Insurance Information

You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title

Insurance Company at (800)925-0965 or by calling the title insurance agent that issued the Commitment. The

Texas Department of Insurance may revise the policy form from time to time.

You can also get a brochure that explains the policy from the Texas Department of Insurance by calling

(800)252-3439.

Before the Policy is issued, you may request changes in the policy. Some of the changes to consider are:

Request amendment of the "area and boundary" exception (Schedule B, paragraph 2). To get this

amendment, you must furnish a survey and comply with other requirements of the Company. On the

Owner's Policy, you must pay an additional premium for the amendment. If the survey is acceptable to

the Company and if the Company's other requirements are met, your Policy will insure you against loss

because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of

improvements. The Company may then decide not to insure against specific boundary or survey

problems by making special exceptions in the Policy. Whether or not you request amendment of the

"area and boundary" exception, you should determine whether you want to purchase and review a survey

if a survey is not being provided to you.

Allow the Company to add an exception to "rights of parties in possession". If you refuse this exception,

the Company or the title insurance agent may inspect the property. The Company may except to and

not insure you against the rights of specific persons, such as renters, adverse owners or easement

holders who occupy the land. The company may charge you for the inspection. If you want to make

your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this

exception to your Policy.

The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional

premiums unless you want to increase your coverage at a later date and the Company agrees to add an

Increased Value Endorsement.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 49 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Schedule A

COMMITMENT FOR TITLE INSURANCE (FORM T-7)

SCHEDULE A

Issued By

CHICAGO TITLE INSURANCE COMPANY

Effective Date: April 1, 2020 GF No.: 20-1925

Commitment No. 20-1925, issued May 4, 2020, 8:00 AM

1. The policy or policies to be issued are:

a. OWNER'S POLICY OF TITLE INSURANCE (Form T-1)

(Not applicable for improved one-to-four family residential real estate)

Policy Amount: $0.00

PROPOSED INSURED: TBD

b. TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE

ONE-TO-FOUR FAMILY RESIDENCES (Form T-1R)

Policy Amount:

PROPOSED INSURED:

c. LOAN POLICY OF TITLE INSURANCE (Form T-2)

Policy Amount: $0.00

PROPOSED INSURED:

Proposed Borrower: TBD

d. TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T-2R)

Policy Amount:

PROPOSED INSURED:

Proposed Borrower:

e. LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13)

Binder Amount:

PROPOSED INSURED:

Proposed Borrower:

f. OTHER

Policy Amount:

PROPOSED INSURED:

2. The interest in the land covered by this Commitment is:

Fee Simple

3. Record title to the land on the Effective Date appears to be vested in:

PIER 1 IMPORTS-TEXAS, INC., a Delaware corporation

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 50 of 76
SCHEDULE A

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Schedule A

4. Legal description of land:

Lot 1, Block 1, HERITAGE BUSINESS PARK ADDITION, an Addition to the City of Mansfield, Tarrant

County, Texas, according to plat recorded in Volume 388-205, Page 66, Deed Records of Tarrant County,

Texas.

SAVE AND EXCEPT those protions conveyed to the City of Mansfield by deeds recorded under Clerk's File

Nos. D211083045 and D214204081, Deed Records of Tarrant County, Texas.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 51 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Schedule B

SCHEDULE B

Commitment No.: 20-1925 GF No.: 20-1925

EXCEPTIONS FROM COVERAGE

In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's

fees, and expenses resulting from:

1. The following restrictive covenants of record itemized below:

Covenants as recorded in Volume 8805, Page 1821, and in Volume 8810, Page 2022, Deed Records of

Tarrant County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap,

familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter

42, Section 3607 of the United States Code or (b) related to the handicap but does not discriminate against

handicapped persons.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or

any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any of any spouse of any insured. (Applies to the

Owner's Policy only.)

4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations,

governments or other entities,

a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams,

lakes, bays, gulfs or oceans, or

b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any

government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access

to that area or easement along and across that area.

(Applies to the Owner's Policy only.)

5. Standby fees, taxes and assessments by any taxing authority for the year 2020, and subsequent years; and

subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or

ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous

owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a

previous tax year. (If Texas Short form Residential Loan Policy (T-2R) is issued, that policy will substitute

"which become due and payable subsequent to Date of Policy" in lieu of "for the year 2020, and subsequent

years.")

6. The terms and conditions of the documents creating your interest in the land.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 52 of 76
SCHEDULE B

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Schedule B

7. Materials furnished or labor performed in connection with planned construction before signing and delivering

the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the

Loan Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is

furnished to us before a binder is issued.)

8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage.

(Applies to Loan Policy (T-2) only.)

9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential

Loan Policy of Title Insurance (T-2R). (Applies to Texas Short Form Residential Loan Policy of Title

Insurance (T-2R) only.) Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short

Form Residential Loan Policy of Title Insurance (T-2R).

10. The following matters and all terms of the documents creating or offering evidence of the matters:

a. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title

that would be disclosed by an accurate and complete land survey of the land.

(Note: Upon receipt of a survey acceptable to Company, this exception will be deleted. Company

reserves the right to add additional exceptions per its examination of said survey.)

b. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together

with all rights, privileges and immunities relating thereto, appearing in the Public Records whether

listed in Schedule "B" or not. There may be leases, grants, exceptions or reservations of mineral

interest that are not listed.

c. Rights of parties in possession. (Owners Policy Only)

d. A 15 foot wide utility easement along the Northeast and Northwest side(s) of the property, as shown

by plat recorded in Volume 388-205, Page 66, Deed Records of Tarrant County, Texas.

e. A 10 foot wide utility easement along the Southwest and Southeast side(s) and in the most Westerly

corner of the property, as shown by plat recorded in Volume 388-205, Page 66, Deed Records of

Tarrant County, Texas.

f. A 50 foot wide drainage and utility easement along the Northeast side(s) of the property, as shown by

plat recorded in Volume 388-205, Page 66, Deed Records of Tarrant County, Texas.

g. The following building setback lines, as shown by plat recorded in Volume 388-205, Page 66, Deed

Records of Tarrant County, Texas:

 1) 10 foot on the Southeast side(s);

 2) 15 foot on the Northeast and Northwest side(s); and

 3) 30 foot on the Southwest side(s) and in the most Westerly corner.

h. Easement for right-of-way recorded in Volume 2131, Page 131, Deed Records of Tarrant County,

Texas.

i. Easement for pipeline recorded in Volume 3796, Page 47, Deed Records of Tarrant County, Texas.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 53 of 76
SCHEDULE B

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Schedule B

j. Assignment of easement for right-of-way granted to TEXAS ELECTRIC SERVICE COMPANY by

instrument recorded in Volume 4878, Page 736, Deed Records of Tarrant County, Texas.

k. Terms, conditions, stipulations, obligations of, and easements granted by Agreement to Build

Improvements, recorded in Volume 8799, Page 1999, Deed Records of Tarrant County, Texas.

l. Terms, conditions, stipulations and obligations of instrument recorded in Volume 8814, Page 1163,

Deed Records of Tarrant County, Texas.

m. Easement for right-of-way granted to TXU ELECTRIC COMPANY by instrument recorded in Volume

8956, Page 1725, Deed Records of Tarrant County, Texas.

n. Easement for right-of-way granted to TEXAS ELECTRIC SERVICE COMPANY by instrument

recorded in Volume 9045, Page 1043, Deed Records of Tarrant County, Texas.

o. Terms, conditions, and stipulations of Oil, Gas and Mineral Lease dated October 5, 2007, filed for

record under Clerk's File No. D207365829, Deed Records of Tarrant County, Texas. Title to said

Lease has not been checked subsequent to the date of recording of said Lease.

p. Terms, conditions, stipulations, obligations of, and easements granted by EASEMENT AND RIGHT

OF WAY AGREEMENT filed for record under Clerk's File No. D210081072, Deed Records of

Tarrant County, Texas.

q. Easement for drainage filed for record under Clerk's File No. D211083046, Deed Records of Tarrant

County, Texas.

r. Easement for slope filed for record under Clerk's File No. D214204082, Deed Records of Tarrant

County, Texas.

s. Rights of tenants in possession, as tenants only, under any unrecorded leases or rental agreements.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 54 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Schedule C

SCHEDULE C

Commitment No.: 20-1925 GF No.: 20-1925

Your Policy will not cover loss, costs, attorney's fees, and expenses resulting from the following requirements

that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our

satisfaction, before the date the Policy is issued:

1. Documents creating your title or interest must be approved by us and must be signed, notarized and

filed for record.

2. Satisfactory evidence must be provided that:

a. no person occupying the land claims any interest in that land against the persons named in

paragraph 3 of Schedule A,

b. all standby fees, taxes, assessments and charges against the property have been paid,

c. all improvements or repairs to the property are completed and accepted by the owner, and that

all contractors, sub-contractors, laborers and suppliers have been fully paid, and that no

mechanic's, laborer's or materialmen's liens have attached to the property,

d. there is legal right of access to and from the land,

e. (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity

and priority of the insured mortgage.

3. You must pay the seller or borrower the agreed amount for your property or interest.

4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed

after the effective date of this Commitment.

5. OTHER SPECIFIC EXCEPTIONS:

a.

i. Unless otherwise requested in writing prior to closing of the subject transaction, all

Endorsements to each Loan Policy of Title Insurance issued pursuant to this

Commitment able to be incorporated by reference will be so incorporated in each said

Loan Policy.

ii. The Company shall follow the Rules as set out by the Texas Department of Insurance

in disbursing the funds provided by the Assured and/or Insured on Schedule A of this

Commitment. Good Funds shall be as defined in Rule P-27; however, the Company

requires that such funds be "collected funds" prior to disbursement, except for funds

delivered to the Company by bank wire, cashier’s check or cash. The Company does

not accept any ACH (Automated Clearing House) funds of any type or form. The

Company’s wire transfer instructions are attached to this commitment.

iii. Your policy will contain an arbitration provision. It allows you or the Company to

require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain

your right to sue the Company in case of a dispute over a claim, you must request

deletion of the arbitration provision before the policy is issued. You can do this by

signing the enclosed form and returning it to the Company at or before the closing of

your real estate transaction. (Not applicable to Residential Owner Policy)

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 55 of 76
SCHEDULE C

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Schedule C

iv. The Contract you entered into agreeing to purchase the property described in Schedule

A of this Commitment may provide that the standard Owner Title Policy contains an

exception as to "discrepancies, conflicts, shortages in area or boundary lines,

encroachments or protrusions, or overlapping of improvements", and that Buyer, at

Buyer's expense or at the expense of the party designated in the Contract, may have

the exception amended to read, "shortages in area", thereby giving you coverage for

these matters.

Also, the Texas Title Insurance Information portion of this Commitment for Title

Insurance advises the Insured that the Policy will insure against loss because of such

discrepancies or conflicts in boundary lines, encroachment or protrusions, or

overlapping of improvements, so long as a survey is provided that is acceptable to the

Company, and an additional premium for the coverage is paid.

The Owner Policy of Title Insurance to be issued in this transaction will contain the

coverage described in the above paragraph, and, unless the Contract provides

otherwise, the Insured will be charged the additional premium promulgated by the

Texas Department of Insurance, unless an acceptable survey is not furnished, or, on or

before the date of closing, the Insured advises the Company in writing that the Insured

rejects this coverage.

(Applies to the Owner Title Insurance Policy only)

v. The Texas Title Insurance Information portion of this Commitment advises the Insured

that the Policy is not an abstract of title and that the Company does not have an

obligation to determine the ownership of any mineral interest(s). In addition, it states

that minerals and mineral rights may not be covered by the Policy and that the

Company may include an exclusion or exception as to minerals and mineral rights in

the Policy. In the event the Company issues the Policy with an exclusion or exception

to mineral and mineral rights, optional endorsements insuring certain risks involving

minerals and the use of improvements (excluding lawns, shrubbery and trees) and

permanent buildings, as applicable for the nature of the property to be insured, may be

available upon payment of an additional premium. However, if the Policy is issued with

an exclusion or exception as to minerals and mineral rights, neither this Policy, nor the

optional endorsements insure that the Insured has title to the minerals or mineral rights

related to the surface estate.

The Owner's Policy of Title Insurance to be issued in this transaction will contain the

coverage described in the above paragraph, and the Insured will be charged the

additional premium promulgated by the Texas Department of Insurance, unless, on or

before the date of closing, (i) the Company chooses not to issue such coverage or, (ii)

the Insured advises the Company in writing that the Insured rejects this coverage.

(Applies to the Owner's Policy of Title Insurance only.)

vi. All oil, gas, and/or other reservations created at closing of the subject

transaction shall be included as an exception in the Policy/Policies issued.

vii. This transaction may be subject to a confidential order issued pursuant to the Bank

Secrecy Act. Information necessary to comply with the confidential order must be

provided prior to the closing. This transaction will not be insured until this information is

submitted, reviewed and found to be complete.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 56 of 76
SCHEDULE C

(Continued)

FORM T-7: Commitment for Title Insurance 20-1925

Schedule C

viii. Notwithstanding any other requirements made herein - For entities purchasing,

borrowing, refinancing, or selling real property, the Company will require evidence that

verifies the entity’s validity, good standing or ability to conduct business in the State of

Texas. Further requirements will be made to verify who has authority to sign on behalf

of the entity and that the proposed transaction has been authorized.

iix. The Company requires a Satisfactory Gap Indemnity Affidavit and Indemnity from the

seller(s), borrower(s) and buyer(s).

6. No outstanding voluntary liens are found of record affecting the subject property. Inquire into the

existence of any unrecorded liens or other indebtedness which could give rise to a security interest in the

subject property.

7. Company requires that a current survey with a metes and bounds legal description of the subject

property be obtained and furnished for examination and possible further requirements.

8. Pending Chapter 11 Bankruptcy proceedings appear filed by PIER 1 IMPORTS (U.S.), INC. on February

17, 2020, under Cause No. 20-30808. The subject property does not appear to have been abandoned by

the Chapter 11 Trustee or deemed or approved as 'exempt' by said Trustee; or the Debtor's Chapter 11

Plan is not confirmed or prohibits a sale of the subject property. Obtain for examination, and possible

further requirements, either a confirmation of Debtor's Chapter 11 Plan which does not prohibit a sale of

the subject property, or a final, non-appealable order from the Bankruptcy Court authorizing the sale by

the Chapter 11 Trustee or other party and directing distribution of the sales proceeds.

On day of closing, have Examination confirm status of bankruptcy proceedings prior to closing of the

transaction.

9. This Commitment is issued subject to the examination of a fully executed sales contract.

10. Subject to search of Purchaser(s) full legal name(s) and partial Social Security number(s) and possible

further requirements. [NOTE: Full legal name includes first, middle, maiden and last names, if

applicable.]

11. Secure certified copy of resolution of PIER 1 IMPORTS-TEXAS, INC., a Delaware corporation, in

recordable form, authorizing the proposed transaction and execution of necessary papers.

Ascertain that aforementioned is incorporated and that its charter has not been forfeited (canceled).

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 57 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Schedule D

SCHEDULE D

Commitment No.: 20-1925 GF No.: 20-1925

Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title

Insurance in the State of Texas, the following disclosures are made:

1. The issuing Title Insurance Company, Chicago Title Insurance Company, is a corporation whose shareholders

owning or controlling, directly or indirectly, 10% of said corporation, directors and officers are listed below:

Shareholders: Fidelity National Title Group, Inc. which is owned 100% by FNTG Holdings, LLC which is owned

100% by Fidelity National Financial, Inc.

Directors: Edson N. Burton, Jr., Marjorie Nemzura, Michael J. Nolan, Anthony J. Park, Raymond R. Quirk 

Officers: President, Raymond R. Quirk, Executive Vice President, Anthony J. Park, Secretary, Marjorie Nemzura,

Treasurer, Daniel K. Murphy

2. The following disclosures are made by the Title Insurance Agent issuing this commitment:

RATTIKIN TITLE COMPANY, a Texas corporation, Title Insurance Agent

The names of each shareholder, owner, partner, or other person having, owning or controlling one (1)

percent or more of the Title Insurance Agent that will receive a portion of the premium are as follows:

Jack Rattikin III, Alicia Rattikin Lindsey, Jeffrey Alan Rattikin and Allyson Rattikin Grona.

The names of the president, the executive or senior vice-president, the secretary and the treasurer of

Rattikin Title Company: Jack Rattikin, Jr., Chairman of the Board; Jack Rattikin III, President and CEO;

Brian Grona, Senior Vice President; Richard M. Miles, Senior Vice President; Mellisa DeBlasi, Vice

President and Controller; Diane Harris, Senior Vice President and Secretary; Jack Rattikin, Jr., Director;

Jack Rattikin III, Director; Alicia Rattikin Lindsey, Director; Jeffrey Alan Rattikin, Director; and Allyson

Rattikin Grona, Director

3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed

transaction to which this commitment relates. Upon your request, such disclosure will be made to you.

Additionally, the name of any person, firm or corporation receiving any sum from the settlement of this

transaction will be disclosed on the closing or settlement statement.

You are further advised that the estimated title premium* is:

Endorsement Charges $ 245.00

Total $ 245.00

Of this total amount: 15% will be paid to the policy issuing Title Insurance Company; 85% will be retained by the

issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as

follows:

Amount To Whom For Services

*The estimated premium is based upon information furnished to us as of the date of this Commitment for Title

Insurance. Final determination of the amount of the premium will be made at closing in accordance with the

Rules and Regulations adopted by the Commissioner of Insurance.

This commitment is invalid unless the insuring provisions and Schedules A, B, and C are attached.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 58 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Deletion of Arbitration Provision

DELETION OF ARBITRATION PROVISION

(Not applicable to the Texas Residential Owner's Policy)

Commitment No.: 20-1925 GF No.: 20-1925

ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to

settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to

take the Title Insurance Company to court and your rights to discovery of evidence may be limited in the

arbitration process. In addition, you cannot usually appeal an arbitrator's award.

Your policy contains an arbitration provision (shown below). It allows you or the Company to require

arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the

Company in case of a dispute over a claim, you must request deletion of the arbitration provision before

the policy is issued. You can do this by signing this form and returning it to the Company at or before

the closing of your real estate transaction or by writing to the Company.

The arbitration provision in the Policy is as follows:

"Either the Company or the Insured may demand that the claim or controversy shall be submitted to

arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association

(“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or

controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or

claim between the Company and the Insured arising out of or relating to this policy, any service in

connection with its issuance or the breach of a policy provision, or to any other controversy or claim

arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of

Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured,

unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when

the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the

Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon

the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of

competent jurisdiction."

SIGNATURE DATE

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 59 of 76
Privacy Statement 20-1925

Rattikin Title Company

PRIVACY STATEMENT

Rattikin Title Company and its subsidiaries ("RTC") respect the privacy and security of your non-public personal

information ("Personal Information") and protecting your Personal Information is one of our top priorities. This

Privacy Statement explains RTC's privacy practices, including how we may use the Personal Information we

receive from you and from other specified sources, and to whom it may be disclosed. RTC follows the privacy

practices described in this Privacy Statement and, depending on the business performed, RTC companies may

share information as described herein.

Personal Information Collected

We may collect Personal Information about you from the following sources:

 Information we receive from you on applications or other forms, such as your name, address, social

security number, tax identification number, asset information, and income information;

 Information we receive from you through our Internet websites, such as your name, address, email

address, Internet Protocol address, the website links you used to get to our websites, and your activity

while using or reviewing our websites;

 Information about your transactions with or services performed by us, our affiliates, or others, such as

information concerning your policy, premiums, payment history, information about your home or other

real property, information from lenders and other third parties involved in such transaction, account

balances, and credit card information; and

 Information we receive from consumer or other reporting agencies and publicly recorded documents.

Disclosure of Personal Information

We may provide your Personal Information (excluding information we receive from consumer or other credit

reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior

authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without

limitation, the following:

 To insurance agents, brokers, representatives, support organizations, or others to provide you with

services you have requested, and to enable us to detect or prevent criminal activity, fraud, material

misrepresentation, or nondisclosure in connection with an insurance transaction;

 To third-party contractors or service providers for the purpose of determining your eligibility for an

insurance benefit or payment and/or providing you with services you have requested;

 To an insurance regulatory authority, or a law enforcement or other governmental authority, in a civil

action, in connection with a subpoena or a governmental investigation;

 To companies that perform marketing services on our behalf or to other financial institutions with which

we have joint marketing agreements; and/or

 To lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in

title whose claim or interest must be determined, settled, paid or released prior to a title or escrow

closing.

We may also disclose your Personal Information to others when we believe, in good faith, that such disclosure is

reasonably necessary to comply with the law or to protect the safety of our customers, employees, or property

and/or to comply with a judicial proceeding, court order or legal process.

Disclosure to Affiliated Companies - We are permitted by law to share your name, address and facts about your

transaction with other RTC companies, such as insurance companies, agents, and other real estate service

providers to provide you with services you have requested, for marketing or product development research, or to

market products or services to you. We do not, however, disclose information we collect from consumer or

credit reporting agencies with our affiliates or others without your consent, in conformity with applicable law,

unless such disclosure is otherwise permitted by law.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 60 of 76
Privacy Statement 20-1925

Disclosure to Nonaffiliated Third Parties - We do not disclose Personal Information about our customers or

former customers to nonaffiliated third parties, except as outlined herein or as otherwise permitted by law.

Confidentiality and Security of Personal Information

We restrict access to Personal Information about you to those employees who need to know that information to

provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply

with federal regulations to guard Personal Information.

Access to Personal Information/

Requests for Correction, Amendment, or Deletion of Personal Information

As required by applicable law, we will afford you the right to access your Personal Information, under certain

circumstances to find out to whom your Personal Information has been disclosed, and request correction or

deletion of your Personal Information. However, RTC's current policy is to maintain customers' Personal

Information for no less than your state’s required record retention requirements for the purpose of handling future

coverage claims.

For your protection, all requests made under this section must be in writing and must include your notarized

signature to establish your identity. Where permitted by law, we may charge a reasonable fee to cover the costs

incurred in responding to such requests. Please send requests to:

Rattikin Title Company

201 Main Street, Suite 800

Fort Worth, Texas, 76102

Attn: Diane Harris

Changes to this Privacy Statement

This Privacy Statement may be amended from time to time consistent with applicable privacy laws. When we

amend this Privacy Statement, we will post a notice of such changes on our website. The effective date of this

Privacy Statement, as stated above, indicates the last time this Privacy Statement was revised or materially

changed.

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 61 of 76
FORM T-7: Commitment for Title Insurance 20-1925

Important Notice

IMPORTANT NOTICE

FOR INFORMATION, OR TO MAKE A COMPLAINT CALL OUR TOLL-FREE TELEPHONE NUMBER

(800)925-0965

ALSO YOU MAY CONTACT THE TEXAS DEPARTMENT OF INSURANCE AT

(800)252-3439

to obtain information on:

1. filing a complaint against an insurance company or agent,

2. whether an insurance company or agent is licensed,

3. complaints received against an insurance company or agent,

4. policyholder rights, and

5. a list of consumer publications and services available through the Department.

YOU MAY ALSO WRITE TO THE TEXAS DEPARTMENT OF INSURANCE

P.O. BOX 149104

AUSTIN, TEXAS 78714-9104

FAX NO. (512)490-1007

____________________________________________________________________________

AVISO IMPORTANTE

PARA INFORMACIÓN, O PARA SOMETER UNA QUEJA LLAME AL NUMERO GRATIS

(800)925-0965

TAMBIEN PUEDE COMUNICARSE CON EL DEPARTAMENTO DE SEGUROS DE TEXAS AL

(800)252-3439

para obtener información sobre:

1. como someter una queja en contra de una compañía de seguros o agente de seguros,

2. si una compañía de seguros o agente de seguros tiene licencia,

3. quejas recibidas en contra de una compañía de seguros o agente de seguros,

4. los derechos del asegurado, y

5. una lista de publicaciones y servicios para consumidores disponibles a través del Departamento.

TAMBIEN PUEDE ESCRIBIR AL DEPARTAMENTO DE SEGUROS DE TEXAS

P.O. BOX 149104

AUSTIN, TEXAS 78714-9104

FAX NO. (512)490-1007

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 62 of 76
Exhibit B

Standard Listing Agreement

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 63 of 76











Exhibit C

Bids Received

Bidder Round 1 Bids Round 2 Bids Round 3 Bids

Stalking 

Horse

Bidder:

2200 

Heritage 

Owner LLC

$15 million

(2% breakup fee; $25k due diligence 

reimbursement); Stalking horse bid

“As-is” condition

$15 million

(2% breakup fee; $25k due diligence 

reimbursement); Stalking horse bid

“As-is” condition

$15 million

(2% breakup fee; $25k due 

diligence reimbursement); Stalking 

horse bid

“As-is” condition

Winning 

Bidder

$18 million

Includes FF&E valued at $881K

“As-is” condition

Bidder 1 $18.4 million;

Inspection: 30 days;

Closing: 10 Days after the conclusion of Due 

Diligence Period or 10 Days after Seller has 

cured or Purchaser has waived any objections 

by Purchaser related to survey and title;

Leaseback: 5 Years @ $3.25/SF with 3% 

annual bumps

Bidder 2 $16 million;

Inspection: 60 days;

Closing: 30 days; 

Leaseback: 5 Years @ $3.15/SF with 2% 

annual bumps

$16 million; 

Inspection: 45 days;

Closing: 30 days;

Leaseback: 6 months @ $3.15/SF NNN 

with 3% annual bumps

$15.25 million

“As-is” condition

Bidder 3 $13.1 million;

Inspection: 45 days

Closing: 30 days;

Leaseback: 3 Years @ $3.50/SF with 3% 

annual bumps

Bidder 4 $13.1 million;

Inspection: 7 days;

Closing: 23 days after inspection;

Leaseback: 3 Years @ $3.65/SF NNN with 1% 

annual bumps + 10-1 year options

$13.1 million;

Inspection: 30 days;

Closing: 15 days after inspection;

Leaseback: Option A: Month-to-month 

term, for up to 3 years, at $2.65/SF NNN 

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 75 of 76
13

in Year 1, increasing by 2% annually 

(tenant may terminate upon 30 days’ 

written notice)

Option B: 3 years @ $2.65/SF NNN with 

2% annual bumps;

Option C: vacant

Bidder 5 $11.5 million;

Inspection: 15 days;

Closing: 15 days;

Leaseback: 5 Years @ $2.85 NNN

Bidder 6 $10.12 million;

Inspection: 30 days;

Closing: 30 days after inspection;

Leaseback: 2 Years @ $3.00/SF NNN

$13.8 million/$12.3 million (vacant);

Inspection 60 days; Closing: 30 days after 

inspection;

Leaseback: 

Option A: 1 year @ $3.00/SF NNN with 

3% annual bumps;

Option B: 2 years @ $2.75/SF NNN with 

3% annual bumps; 

Option C: 3 years @ $2.50/SF NNN with 

3% annual bumps

Bidder 7 $15 million

“As-is” condition

Bidder 8 $13.1 million

“As-is” condition

Bidder 9 $11.04 million

“As-is” condition

Bidder 10 $16.55 million

“As-is” condition

Case 20-30805-KRH Doc 829 Filed 07/08/20 Entered 07/08/20 14:16:09 Desc Main

Document Page 76 of 76