4876-5630-3811.1 

 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION

 

 § 

In re: § Chapter 11 

 § 

COTTONWOOD FINANCIAL LTD., et al.,

1

 § Case No. 24-80035 (SWE) 

 § 

 Debtors. § (Jointly Administered) 

 § 

 § Re: Docket No. 258 

FINAL ORDER (I) AUTHORIZING THE REJECTION OF 

CERTAIN LEASES, (II) AUTHORIZING THE ABANDONMENT 

OF CERTAIN PROPERTY, AND (III) GRANTING RELATED RELIEF 

Upon the motion (the “Motion”),2 of the above-captioned debtors and debtors in 

possession (the “Debtors”) for entry of an order (this “Order”), (a) authorizing the rejection of 

certain leases set forth on Exhibit 1 hereto, (b) authorizing the abandonment of any de minimis

equipment, furniture, and other personal property, and (c) granting related relief, all as more fully 

1

 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ federal tax identification number are 

as follows: Cottonwood Financial Ltd. (1001); Cottonwood Financial Administrative Services, LLC (7228); 

Cottonwood Financial Texas, LLC (9059); Cottonwood Financial Idaho, LLC (5651); Cottonwood Financial 

Wisconsin, LLC (7075). The Debtors’ principal offices are located at 2100 W Walnut Hill Lane, Suite 300, Irving, 

TX 75038. 

2

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

United States Bankruptcy Judge

______________________________________________________________________

Signed June 5, 2024

The following constitutes the ruling of the court and has the force and effect therein described.

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4876-5630-3811.1 

set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 

28 U.S.C. § 1334; and this Court having found that this is a core proceeding pursuant to 

28 U.S.C. § 157(b)(2); 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 Debtors’ notice of the Motion and opportunity for a hearing on 

the Motion were appropriate under the circumstances and no other notice need be provided; and 

this Court having reviewed the Motion, and all objections, if any, to the Motion having been 

withdrawn, resolved, or overruled; and the Court having determined that the legal and factual 

bases set forth in the Motion and the record of the hearing on such motion establish just cause for 

the relief granted herein; 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 upon all 

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

appearing therefore, IT IS HEREBY ORDERED THAT: 

1. The Motion is granted on a final basis as set forth herein. 

2. The leases set forth on Exhibit 1 hereto are rejected effective as of the date set 

forth therein. 

3. The Debtors are authorized to abandon property, if any, that does not constitute 

Purchased Assets under the APA (as defined in the Motion), that may be located at the premises 

and all such property is deemed abandoned effective as of the date set forth on Exhibit 1. The 

applicable counterparty to each lease may effectuate its rights and remedies with respect to such 

property. The automatic stay, to the extent applicable, is modified to allow for such utilization or 

disposition. 

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4. Village Center Station LLC (Store 233), an affiliate of Phillips Edison & 

Company (together “PECO” or “Landlord”) may exercise its nonbankruptcy rights and remedies 

with respect to any personal property remaining in the Village Center Station premises (Store 

233) upon and following the effective date of rejection of its lease (which effective date shall be 

the later of the date set forth on Exhibit 1 hereto or the date on which the Debtors provide notice 

to the Landlord that they have vacated the space and are abandoning any remaining personal 

property located thereon), and the DIP Lender and Prepetition Secured Lender consent to such 

relief and waive any and all claims against the Landlord relating to the exercise of such rights. 

5. Approval of this Order will not prevent the Debtors from seeking to assume or 

reject an executory contract or unexpired lease by separate motion or pursuant to a chapter 11 

plan. 

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

granted pursuant to this Order in accordance with the Motion. 

7. All rights and defenses of the Debtors are preserved, including all rights and 

defenses of the Debtors with respect to a claim for damages arising as a result of an executory 

contract or lease rejection, including any right to assert an offset, recoupment, counterclaim, or 

deduction. In addition, nothing in this Order or the Motion shall limit the Debtors’ ability to 

subsequently assert that any particular executory contract or lease is terminated and is no longer 

an executory contract or unexpired lease, respectively. 

8. Notwithstanding the relief granted in this Order pursuant to the Motion and any 

actions taken pursuant to such relief, nothing in this Order shall be deemed: (a) an admission as 

to the amount of, basis for, or validity of any claim against a Debtor entity under the Bankruptcy 

Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in 

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4876-5630-3811.1 

interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any 

claim; (d) an implication or admission that any particular claim is of a type specified or defined 

in this Order or the Motion or a finding that any particular claim is an administrative expense 

claim or other priority claim; (e) a request or authorization to assume, adopt, or reject any 

prepetition agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) an 

admission as to the validity, priority, enforceability, or perfection of any lien on, security interest 

in, or other encumbrance on property of the Debtors’ estates; (g) a waiver or limitation of the 

Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any other applicable 

law; or (h) a concession by the Debtors that any liens (contractual, common law, statutory, or 

otherwise) that may be satisfied pursuant to the Motion are valid, and the rights of all parties in 

interest are expressly reserved to contest the extent, validity, or perfection or seek avoidance of 

all such liens. 

9. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b). 

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

notice of such Motion and the requirements of Bankruptcy Rules 6006(c) and 6007(a), and the 

Local Rules are satisfied by such notice. 

11. The requirements of Bankruptcy Rule 6006(f) have been satisfied. 

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

the relief granted in this Order in accordance with the Motion. 

13. This Court retains jurisdiction with respect to all matters arising from or related to 

the implementation, interpretation, and enforcement of this Order. 

# # # END OF ORDER # # # 

 

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Agreed to as to form by: 

/s/ Lydia R. Webb /s/ Kenneth Stohner, Jr. (with permission)

Jason S. Brookner (TX Bar No. 24033684) Kenneth Stohner, Jr. (TX Bar No. 19263700)

Aaron M. Kaufman (TX Bar No. 24060067) J. Machir Stull (TX Bar No. 24070697)

Lydia R. Webb (TX Bar No. 24083758) Vienna Anaya (TX Bar No. 24091225)

GRAY REED JACKSON WALKER LLP

1601 Elm Street, Suite 4600 2323 Ross Avenue, Suite 600

Dallas, TX 75201 Dallas, TX 75201

Telephone: (214) 954-4135 Telephone: (214) 953-6000

Facsimile: (214) 953-1332 Facsimile: (214) 661-6803

Email: jbrookner@grayreed.com Email: kstohner@jw.com

 akaufman@grayreed.com mstull@jw.com

 lwebb@grayreed.com vanaya@jw.com

 

Proposed Counsel to the Debtor -andand Debtor in Possession 

Bruce J. Ruzinsky (TX Bar No. 17469425)

/s/ Monique B. DiSabatino (with permission) JACKSON WALKER LLP

Monique B. DiSabatino 1401 McKinney Street, Suite 1900

SAUL EWING LLP Houston, TX 77010

1201 North Market Street, Suite 2300 Telephone: (713) 752-4200

Wilmington, DE 19801 Facsimile: (713) 752-4221

Telephone: (302)421-6806) Email: bruzinsky@jw.com

Facsimile: (302)421-6813 

Email: Monique.DiSabatino@saul.com Counsel to the Prepetition Secured Lender

 

Counsel to Village Center Station, LLC /s/ Jason M. Rudd (with permission)

Jason M. Rudd (TX Bar No. 24028786)

Catherine A. Curtis (TX Bar No. 24095708)

WICK PHILLIPS GOULD & MARTIN LLP

3131 McKinney Ave., Ste 500

Dallas, TX 75204

 Telephone: (214) 692-6200

Facsimile: (214) 692-6255

Email: jason.rudd@wickphillips.com

 catherine.curtis@wickphillips.com

Counsel to Nehimba Holdings, LLC, the DIP 

Lender

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4876-5630-3811.1 

Exhibit 1 

Rejected Leases 

 

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4876-5630-3811.1 

Debtor Counterparty Description of Lease Abandoned Personal Property Rejection Date 

Cottonwood Financial Texas, LLC 

Store 7131, located at 

2600 S. Kirkwood Rd., Ste. 300, 

Houston, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 729, located at 

5949 Broadway Blvd., Ste. 140, Garland, 

TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 710, located at 

301 E US Highway 82 Ste D-1, Sherman, 

TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 233, located at 

5630 Washington Ave Ste 9, 

Racine, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 783, located at 

6921 Lakeview Haven Drive Ste. 100, 

Houston, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 709, located at 

1922 E Southeast Loop 323 Ste 1912, 

Tyler, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 727, located at 

1517 Interstate 35 N. Ste. 110, 

Waco, TX 

Safe; filing cabinet(s) May 31, 2024 

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4876-5630-3811.1 

Debtor Counterparty Description of Lease Abandoned Personal Property Rejection Date 

Cottonwood Financial Idaho, LLC 

Store 806, located at 

589 E. 17th St., 

Idaho Falls, ID 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 715, located at 

811 Hillcrest Dr, 

Vernon, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 7103, located at 

2050 W University Dr Ste 130, 

McKinney, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 7231, located at 

7600 N. MacArthur Blvd., Ste. 150, 

Irving, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Idaho, LLC 

Store 812, located at 

1850 Caldwell Blvd, Ste 150, 

Nampa, ID 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 223, located at 

421 Main St W, 

Ashland, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 203, located at 

1111 N. Sherman Ave., 

Madison, WI 

Safe; filing cabinet(s) May 31, 2024 

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4876-5630-3811.1 

Debtor Counterparty Description of Lease Abandoned Personal Property Rejection Date 

Cottonwood Financial Wisconsin, 

LLC 

Store 219, located at 

135 S. Water St., 

Platteville, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 221, located at 

37885 Selch Rd Ste 101, 

Prairie du Chien, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 234, located at 

1907 Market Way, Ste. G, 

Watertown, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 237, located at 

530 Walton Dr., 

Plymouth, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Wisconsin, 

LLC 

Store 206, located at 

1931 N Shawano St Ste 250, 

New London, WI 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 728, located at 

1301 W Glade Rd Ste 144, 

Euless, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 750, located at 

5345 N Garland Ave Ste 380, 

Garland, TX 

Safe; filing cabinet(s) May 31, 2024 

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4876-5630-3811.1 

Debtor Counterparty Description of Lease Abandoned Personal Property Rejection Date 

Cottonwood Financial Texas, LLC 

Store 7105, located at 

721 Hebron Pkway, Ste 110, 

Lewisville, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 721, located at 

4045 S Great 

Southwest Pkwy Ste 117, 

Grand Prairie, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 7185, located at 

27676-C Tomball Parkway, 

Tomball, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 7511, located at 

2207 Hwy 79 S, 

Henderson, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC 

Store 7143, located at 

6387 Camp Bowie Blvd Ste A., 

Fort Worth, TX 

Safe; filing cabinet(s) May 31, 2024 

Cottonwood Financial Texas, LLC Store 7133, located in Rockport, TX Safe; filing cabinet(s) May 31, 2024 Cottonwood Financial Texas, LLC 

Store 7198, located at 

2005 S Washington Street, 

Kaufman, TX 

Safe; filing cabinet(s) May 31, 2024 

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4876-5630-3811.1 

Debtor Counterparty Description of Lease Abandoned Personal Property Rejection Date 

Cottonwood Financial 

Administrative Services, LLC 

Lease Agreement, dated as of April 30, 2021, by and between 1901 Gateway Holdings, LLC and Cottonwood Financial Administrative Services, LLC, as amended by that certain Notice of Lease Renewal, dated January 5, 2023, and that certain Notice of Lease Renewal, dated October 4, 2023. 

None April 30, 2024 

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