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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1

Chapter 11 Case No. 20-10166 (JTD) Hearing Date: March 13, 2020 at 10:00 am Objection Deadline: March 6, 2020 at 4:00 PM

NOTICE OF APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF HAHN & HESSEN LLP AS LEAD BANKRUPTCY COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS NUNC PRO TUNC TO FEBRUARY 4, 2020

PLEASE TAKE NOTICE that on February 2 1 , 2020, the Official Committee of

Unsecured Creditors (the “Committee”) appointed in the Chapter 11 cases of Lucky’s Market

Parent Company, LLC, et al. (collectively, the “Debtors”) filed the Application for an Order

Authorizing the Retention of Hahn & Hessen LLP as Co-Counsel for the Official

Committee of Unsecured Creditors Nunc Pro Tunc to February 4, 2020 (the “Application”).

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the District

of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before

March 6, 2020 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) and (ii) served so as

1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Lucky’s Market Parent Company, LLC (2055), Lucky’s Farmers Market Holding Company, LLC (5480), Lucky’s Market Operating Company, LLC (7064), LFM Stores LLC (3114), Lucky’s Farmers Market, LP (0828), Lucky’s Farmers Market Resource Center, LLC (7711), Lucky’s Market Holding Company 2, LLC (0607), Lucky’s Market GP 2, LLC (9335), Lucky’s Market 2, LP (8384), Lucky’s Market of Longmont, LLC (9789), Lucky’s Farmers Market of Billings, LLC (8088), Lucky’s Farmers Markets of Columbus, LLC (3379), Lucky’s Farmers Market of Rock Hill, LLC (3386), LFM Jackson, LLC (8300), Lucky’s Farmers Market of Ann Arbor, LLC (4067), Lucky’s Market of Gainesville, LLC (7877), Lucky’s Market of Bloomington, LLC (3944), Lucky’s Market of Plantation, LLC (4356), Lucky’s Market of Savannah, GA, LLC (1097), Lucky’s Market of Traverse, City, LLC (2033), Lucky’s Market of Naples, FL, LLC (8700), and Sinoc, Inc. (0723).

Case 20-10166-JTD Doc 234 Filed 02/21/20 Page 1 of 35

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to be actually received no later than the Objection Deadline by the undersigned counsel to the

Committee.

PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application is

scheduled to be held before the Honorable John T. Dorsey, United States Bankruptcy Judge,

at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 5,

824 Market Street, Wilmington, Delaware 19801 on March 13, 2020 at 10:00 a.m. (Eastern

Time).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO

THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY

COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT

FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.


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Dated: February 21, 2020 WOMBLE BOND DICKINSON (US) LLP Wilmington, Delaware

/s/ Morgan L. Patterson Matthew P. Ward (Del. Bar No. 4471) Morgan L. Patterson (Del. Bar No. 5388) 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: [email protected] [email protected]

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HAHN & HESSEN LLP Mark S. Indelicato (admitted pro hac vice) Mark T. Power (admitted pro hac vice) Janine M. Figueiredo (admitted pro hac vice) 488 Madison Avenue New York, New York 10022 Telephone: (212) 478-7200 Facsimile: (212) 478-7400 E-mail: [email protected]

[email protected] [email protected]

Proposed Lead Bankruptcy Counsel to The Official Committee of Unsecured Creditors of Lucky’s Market Parent Company, LLC., et al.


IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE



APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF

HAHN & HESSEN LLP AS LEAD BANKRUPTCY COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

NUNC PRO TUNC TO FEBRUARY 4, 2020 The Official Committee of Unsecured Creditors (the “Committee”) of the above-

captioned debtors and debtors-in-possession (collectively the “Debtors”) hereby submits this

application (the “Application”) pursuant to sections 328(a), 330 and 1103 of title 11 of the United

States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local

Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District

of Delaware (the “Local Rules”), for entry of an order: (a) authorizing the retention and

employment of Hahn & Hessen LLP (“H&H”) as lead bankruptcy counsel to the Committee nunc

pro tunc to February 4, 2020, and (b) providing any additional relief required in order to effectuate

the foregoing. The facts and circumstances supporting this Application are as set forth herein and



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in the Affidavit of Mark T. Power, which is attached hereto as Exhibit A and incorporated herein

by reference. In further support of this Application, the Committee respectfully states as follows:

JURISDICTION, VENUE AND STATUTORY PREDICATES

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334. Venue is proper in this district pursuant to 28 U.S.C. § 1408 and 1409. This matter is core

within the meaning of 28 U.S.C. § 157(b).

2. The statutory predicates for the relief sought herein are sections 328(a), 330 and

1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and 2016(b), and Local Rule 2014-1.

BACKGROUND

3. Between January 27 and January 28, 2020 (the “Petition Dates”), each of the

Debtors filed a voluntary petition for relief under Chapter 11 the Bankruptcy Code with the United

States Bankruptcy Court for the District of Delaware (the “ Court”). The Debtors continue to operate

their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a)

and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases.

4. On February 4, 2020 (the “Formation Date”), the Office of the United

States Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured

creditors to serve as members of the Committee. The Committee is presently comprised of the

following three members: (i) United Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and

(iii) Benderson Development Company, LLC.

5. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve

as its lead bankruptcy counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel,

Norton Rose Fulbright US LLP (“Norton Rose”) to serve as its special litigation counsel, and

Province, Inc. to serve as its financial advisor.


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RELIEF SOUGHT

6. The Committee seeks authorization to retain H&H, with offices located at 488

Madison Avenue, New York, New York 10022, as its lead bankruptcy counsel, effective as of

February 4, 2020. H&H has extensive experience related to complex Chapter 11 matters and, in

particular, the representation of creditors’ committees in connection therewith. Further, H&H is

highly qualified to represent the Committee in all aspects of the Debtors’ bankruptcy cases, as it

has performed similar services over the course of its many committee representations.

Accordingly, for these and other reasons, the Committee believes that H&H is eminently qualified

to represent it in these Chapter 11 cases.

RETENTION OF H&H

7. As required by the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases, effective November 1, 2013 (the “UST Guidelines”), H&H responds to the questions set

forth in Section D of the UST Guidelines as follows:

a. H&H did not agree to a variation of its standard or customary billing

arrangement for this engagement;

b. None of the professionals included in this engagement have varied

their rate based on the geographic location of these Chapter 11 cases;

c. H&H did not represent the Committee prior to the Petition Date; and

d. The Committee has approved H&H’s proposed rates and staffing plan. The

H&H attorneys and paraprofessionals staffed on this case, subject to modification depending upon


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further development, are as set forth below.2 These professionals will work on certain aspects of

the case, and H&H has agreed to staff specific matters so as to avoid duplication of efforts:3

e. The Committee and its counsel are currently in the process of formulating a

budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B

Guidelines, recognizing that in the course of a large case like these Chapter 11 Cases, it is highly

likely that there may be a number of unforeseen fees and expenses that will need to be addressed

by the Committee and its counsel.

8. H&H has agreed to be retained to advise and represent the Committee in the

performance of its duties specified in section 1103 of the Bankruptcy Code, including:

a. Rendering legal advice to the Committee with respect to its duties and

powers in this case;

b. Assisting the Committee in its investigation of the acts, conduct,

2 H&H has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ Chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ Chapter 11 cases, and H&H fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so. 3 H&H historically increases its hourly billing rates for its professionals and paraprofessionals in the fall of each year. These hourly rates are effective as of September 2019.

Name Title Hourly Rate 3

Mark T. Power Partner $1,025

Mark S. Indelicato Partner $1,025 Don Grubman Partner $880

Janine M. Figueiredo Partner $800

Jeffrey Zawadski Associate $690

Emma Fleming Associate $350

David Reinhart Paralegal $280


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assets, liabilities, and financial condition of the Debtors, the operation of the Debtors’ businesses,

the desirability of continuance of such businesses, and any other matters relevant to these cases or

to the business affairs of the Debtors;

c. Advising the Committee with respect to any proposed sale of the

Debtors’ assets or a sale of the Debtors’ business operations and any other relevant matters;

d. Advising the Committee with respect to any proposed plan of

reorganization or liquidation and the prosecution of claims against third parties, to the extent not

performed by Norton Rose, if applicable, and any other matters relevant to the cases or to the

formulation of a plan of reorganization or liquidation;

e. Assisting the Committee in requesting the appointment of a trustee or

examiner pursuant to section 1104 of the Bankruptcy Code, if necessary and appropriate; and

f. Performing such other legal services, which may be required by, and

which are in the best interests of, the unsecured creditors, which the Committee represents.

9. The Committee has also retained Norton Rose to act as its special litigation counsel.

Specifically, Norton Rose is tasked with investigating the Debtors’ relationships and transactions

with insiders, including the Debtors’ majority member, The Kroger Co., and the Debtors’ officers,

directors and managing members, and, if appropriate, the prosecution of potential causes of action.

The Committee has assigned separate tasks and responsibilities to H&H and Norton Rose in an

effort to avoid any duplication of effort and to ensure the legal services are performed in an

efficient and cost-effective manner.

10. H&H has informed the Committee that the firm may have represented, from


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time to time, certain creditors of the Debtors or affiliates of such creditors on completely unrelated

matters. The Committee has been assured that while H&H is employed by the Committee, it will

not represent any other entity in connection with these Chapter 11 cases.

11. Based upon the annexed affidavit of Mark T. Power, a member of H&H, sworn

to on February 21, 2020, to the best of the Committee’s knowledge, H&H has and represents no

interest adverse to the interests of the Committee or the Debtors’ estates, and the Committee

believes that the employment of H&H will be in the best interests of both the creditors which this

Committee represents and the Debtors’ estates.

12. H&H has agreed to represent the Committee and to be compensated at its

customary rates for services rendered and for actual expenses incurred in connection therewith, all

subject to approval of this Court in accordance with applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, and any orders of the Court.

REQUEST FOR APPROVAL OF RETENTION NUNC PRO TUNC TO FEBRUARY 4, 2020

13. The Committee requests that H&H’s retention be made effective nunc pro

tunc to February 4, 2020, to allow H&H to be compensated for the work it performed for the

Committee as of and following the Formation Date and prior to the Court’s consideration and

approval of this Application. Due to the size and complex nature of these Chapter 11 cases, as

well as the significant relief sought by the Debtors during the early stages of these Chapter 11

cases, including the potential expedited sale of the Debtors’ assets, there was an immediate need

for H&H to perform services for the Committee. Accordingly, immediately upon the selection of

H&H as counsel to the Committee on the Formation Date, H&H turned its attention to, among

other things: 1) participating in multiple meetings and calls with the Committee, the Committee’s

proposed financial advisors, counsel to the Debtors, counsel to the Debtors’ lenders, and counsel


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and advisors to potential bidders for the Debtors’ assets, 2) reviewing and requesting additional

information regarding the relief sought by the Debtors’ in their first day motions, and 3) reviewing

and communicating on the Debtors’ proposed bidding procedures, sale, and motion for

authorization to use cash collateral. The Committee submits that under the circumstances, and

to avoid irreparable harm to the Debtors’ estates that may occur if H&H is not immediately

retained, retroactive approval to the Formation Date is warranted. See, e.g., F/S Airlease II, Inc.

v. Simon (In re F/S Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cert. denied, 488 U.S. 852

(1988); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 51 (D. Del. 1989).

NOTICE

14. Notice of this Motion will be given to: (i) the Debtors; (ii) the United States

Trustee for the District of Delaware; and (iii) all parties that have requested notice pursuant to

Bankruptcy Rule 2002.

NO PRIOR REQUEST

15. No previous request for the relief sought herein has been made to this or any

other court.

[Remainder of page intentionally left blank]


CONCLUSION

WHEREFORE, based upon the foregoing, the Committee respectfully requests (a) entry

of the annexed order authorizing the Committee to retain Hahn & Hessen LLP as its lead

bankruptcy counsel under a general retainer, effective as of February 4, 2020, and (b) such other

and further relief as the Court may deem just and proper.

Dated: February 21 , 2020 United Natural Foods, Inc.

Solely in its capacity as CommitteeChairperson and not in its individualcapacity

nt,c,ka-ea,4. By: Nicholas LeitzesAs representative of United Natural Foods,Inc.

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Exhibit A





AFFIDAVIT OF MARK T. POWER

STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK )

MARK T. POWER, being duly sworn, deposes and says:

1. I am an attorney at law duly admitted to practice before the United States

Bankruptcy and District Courts for the Southern, Eastern, and Northern Districts of New York, the

Court of Appeals for the Second and Third Circuits, as well as in the Courts of the State of New

York, and a member of the firm of Hahn & Hessen LLP (“H&H”). My firm maintains offices for

the practice of law at 488 Madison Avenue, New York, New York 10022.

2. To the best of my knowledge, after due inquiry, neither myself, my firm nor any

member or associate thereof has any connection with Lucky’s Market Parent Company, LLC, et

al., the debtors and debtors-in-possession herein (the “Debtors”) or any interested party in these



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bankruptcy proceedings, except as disclosed herein. My firm and all its members and associates

are “disinterested persons” as that term is defined in section 101(14) of title 11 of the United States

Code (the “Bankruptcy Code”).

3. On February 4, 2020 (the “Formation Date”), the Office of the United States

Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured creditors to

serve as members of the Official Committee of Unsecured Creditors of the Debtors (the

“Committee”). The Committee is presently comprised of the following three members: (i) United

Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and (iii) Benderson Development Company,

LLC.

4. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve as its

lead bankruptcy counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel, Norton

Rose Fulbright US LLP as its special litigation counsel, and Province, Inc. to serve as its financial

advisor.

5. H&H has agreed to act as lead bankruptcy counsel to the Committee and to be

compensated at its customary hourly rates for services rendered and to be reimbursed for its actual

expenses incurred therewith, subject to Court approval in accordance with applicable provisions

of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware, and any orders of the Bankruptcy Court. Commencing October 1, 2019, the hourly

rates charged by H&H for such services range from $620 to $1,025 per hour for partners, from

$350 to $690 for associates, from $520 to $900 for special counsel and of counsel, and from $110

to $290 for paralegals.2 H&H has received no retainer from the Committee or anyone else. H&H

2 H&H historically reviews and, if appropriate, changes its billing rates on or about October 1st.


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will make the appropriate monthly, interim, and final applications to the Court for its compensation

and reimbursement of its expenses as an administrative expense of the estate.

6. H&H has represented creditors’ interests in insolvency proceedings for more than

80 years, and is particularly experienced with the representation of creditors’ committees in

complex Chapter 11 cases. H&H will assist the Committee in performing those services specified

in section 1103 of the Bankruptcy Code.

7. As required by the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases, effective November 1, 2013 (the “UST Guidelines”), H&H responds to the questions set

forth in Section D of the UST Guidelines as follows:

(a) H&H did not agree to a variation of its standard or customary billing arrangement for this engagement;

(b) None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;

(c) H&H did not represent the Committee prior to the Petition Date;

(d) The Committee has approved H&H’s proposed rates and staffing plan. The H&H attorneys and paraprofessionals staffed on this case, subject to modification depending upon further development, are as set forth in the Application.3 These professionals will work on certain aspects of the case, and H&H has agreed to staff specific matters so as to avoid duplication of efforts; and

(e) The Committee and its counsel are currently in the process of formulating a budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B Guidelines, recognizing that in the course of a large case like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Committee and its counsel.

3 H&H has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases, and H&H fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines, in future cases should it determine that it is appropriate to do so.


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8. The Debtors have numerous unsecured and secured creditors and, from time to

time, H&H may have represented certain of those creditors in completely unrelated matters. H&H

maintains records of all of its clients and the matters on which it represents those clients. I have

caused an examination of these records to be made to determine which, if any, of the Debtors,

affiliates of the Debtors, the Debtors’ secured creditors, largest unsecured creditors of the Debtors,

significant equity holders, managers, members, officers and directors of the Debtors, H&H may

have represented in the past or may be representing at the present time in unrelated matters.

Annexed hereto as Schedule 1 is a list of the parties that I caused to run a conflict search on

(“Schedule 1”).4

9. The conflict search that I caused to be run has disclosed that H&H does not and has

not represented any of those parties, except to the following extent:

(a) H&H has represented in the past, and continues to represent JP Morgan Chase and Signature Bank, in totally unrelated matters not involving the Debtors. Those institutions are listed under “Bank” on the Debtors’ conflict list, indicating, upon information and belief, that certain Debtors maintain bank accounts with those institutions. Although not a conflict, H&H will not represent JP Morgan Chase or Signature Bank in any capacity in these cases; and

(b) H&H has worked on other matters unrelated to the Debtors with certain of the Debtors’ proposed professional service providers, including Polsinelli P.C., Alvarez and Marsal, Great American Group, and Omni Agent Solutions, Inc. H&H does not believe those other dealings present any conflict, but is disclosing them here out of an abundance of caution and for the purpose of full disclosure.

10. There may be creditors of the Debtors not listed on Schedule 1 which H&H may

have represented or may be representing, but H&H is presently unaware of these parties. In no

event, however, is H&H representing any other creditor with respect to the Debtors’ bankruptcy

cases or any interest adverse to the interest of the Committee. To the extent I become aware of

4 The annexed list of Interested Parties was provided by Debtors’ counsel.


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my firm having represented any other creditors of the Debtors, I will file a supplemental affidavit

advising the Court of the same.

11. My firm’s representation of creditors of the Debtors in matters unrelated to these

cases would not preclude H&H from vigorously representing the unsecured creditors as counsel

to the Committee. Nothing shall impede H&H’s ability to vigorously pursue the rights of the

Committee in these cases.



12. H&H does not represent any interest adverse to that of the Committee or the

Debtors' estates in the matters upon which it is to be engaged, and H&H, while employed by this

Committee, will not represent any individual creditor in any capacity in connection with these

cases. Deponent knows of no reason why this firm cannot act as counsel to the Committee herein.

Sworn to before me thissT day of February, 2020

Uhl C-2 Notary Public

MARIE L. CURRYNotary Public. State of Nsw irtrrk

No. 01CU0194847Qualified In Queens

Commission Expire, DoloberC°11114, 2020

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/s/ Mark T. PowerMARK T. POWER


Schedule 1


Parties in Interest Searched AGENT Asia America Direct Bui Tran Tu Chang Chia Yu Chen Liqin Dae Yang Immigration Corporation Dexiu Hu Gao Lin Goldmax Immigration Consulting Co., Ltd. Ho-Ping Lin KZC Global Connect Limited Le Long Hoang Liu Jianxin Mason's Immigration Services Mei-Ling Chang Min Zhang Mu Yajia Nana Mei Ngar Kwan Wee Ngo Thi Tuyet Hong Nguyen Thi Thu Hong Orient & Pacific Vietnam Pacific York Paul Bernadou & Co Ray Immigration Ren Guorong Shanghai Can-Achieve Consultants Ltd Shi Hui Chiang Sun Chenggang Sycamore International Consulting Co. Truong Nguyen Thuy Tram Tsai Hsinlun US-Connect Van Chau Vu Lam Wai Man Ho Wei Wang Xu Kai Yang Wei Younghoon Park Yuen Hing Lam Yuwei Gu

Bank JP Morgan Chase Meta Bank Signature Stockman Bank Sun Trust Director/Officers Darling, Christopher Gilliland, Patrick Phillips, Michael Pillari, Andrew Schlotman, J. Michael Schulte, Christopher Seitz, Andrew Sharon, Jason B Woods, Maria Government Regulatory Colorado Unclaimed Property Division Florida Unclaimed Property Division Georgia Unclaimed Property Division Indiana Unclaimed Property Division Kentucky Unclaimed Property Division Michigan Unclaimed Property Division Missouri Unclaimed Property Division Montana Unclaimed Property Division Ohio Unclaimed Property Division Wyoming Unclaimed Property Division Insurance American Zurich Insurance Company Argonaut Great Central Insurance Company Argonaut Insurance Company Beazley Great American Insurance Company Lloyd's of London Marsh USA, Inc. Ohio Bureau of Work Comp Pinnacol Assurance Queen City Assurance SterlingRisk Vine Court Assurance Wyoming Bureau of Work Comp


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Known Affiliates - JV LFM Jackson, LLC (Colorado) LFM Stores LLC Lucky's Farmers Market Holding Company, LLC Lucky's Farmers Market of Ann Arbor, LLC (CO) Lucky's Farmers Market of Billings, LLC (Montana) Lucky's Farmers Market of Columbus, LLC (Ohio) Lucky's Farmers Market of Rock Hill, LLC (Colo) Lucky's Farmers Market Resource Center, LLC Lucky's Farmers Market, LP Lucky's Market 2, LP Lucky's Market GP 2, LLC Lucky's Market Holding Company 2, LLC Lucky's Market of Bloomington, LLC(CO) Lucky's Market of Gainesville, LLC(CO) Lucky's Market of Longmont, LLC (Colorado) Lucky's Market of Naples, FL, LLC(CO) Lucky's Market of Plantation, LLC (Colorado) Lucky's Market of Savannah, GA, LLC(CO) Lucky's Market of Traverse City, LLC(CO) Lucky's Market Operating Company, LLC Lucky's Market Parent Company, LLC Sinoc, Inc LANDLORD 1916 LLC 425SC, LLC 7978 Associates VII, LLC (Benderson) ARC Clorlf1001, LLC ATA Forum Louisville KY LLC Benderson Properties, Inc Blackfox Parkway Associates LLC Bre Mariner Hunters Creek, LLC BRNK Bradenton LLC Buffalo Ridge Center South LLC Conis Development Co Conis Inc CORE Sycamore Town Center LLC

Dale Company LLC Dania Live 1748, LLC DDR KM Shopping Center LLC DDRTC Cypress Trace LLC Dixit Properties LLC EBP 2800 North High LLC Glades 95th LLC Glenstone Marketplace LLC GLL Selection II Florida LP Griffin Farm at Midtown II, LLC Gunbarrel Properties LLC Halifax Associates LLC West Park Shopping Center LLC Woolbright Wekiva LLC WR-I Associates LTD LENDER BBIF Subsidiary CDE 3, LLC Gilliland, Michael The Kroger Co. Lien Holder U.S Bank Equipment Finance Litigation Bryan Cave Leighton Paisner LLP Casias, Charlotte Fisher & Phillips LLP Hypower, Inc. Linkhorst & Hockin, P.A. Napoleon, Marie Sturgis, Kathleen Welch, Tyler Zukoski, Margaret PROFESSIONALS Alvarez and Marsal Great American Group Omni Agent Solutions PJ Solomon Polsinelli P.C. Weil, Gotshal, and Manges LLP SIGNIFICANT SHAREHOLDER Lucky's Founders Holdings, LLC The Kroger Co. UTILITIES AEP Ohio


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Ameren Missouri American Waste Beaches Energy Blue Stream Bright House Networks CenturyLink Charlotte County Utilities Charter Communications (Spectrum Business) Cima Energy Solutions LLC (Supreme Energy Inc) City of Ann Arbor Water Utilities City of Billings City of Bloomington City of Boca Raton City of Boulder City of Clermont Florida Utilities City of Cleveland Division of Water City of Columbia City of Columbus City of Fort Collins Utilities City of Iowa City City of Longmont Utilities City of Missoula City of Neptune Beach City of Oakland Park City of Ormond Beach City of Panama City Utilities Dept City of Plantation City of Sarasota City of Savannah City of St Petersburg City of Tallahassee City of West Melbourne City of Winter Park City Utilities of Springfield Collier County Public Utilities Department Columbia Gas of Kentucky Columbia Gas of Ohio Comcast Constellation Energy Services Cox Communications Inc DirecTV Dish Network Dominion Energy Ohio

DTE Energy Duke Energy Federal International Recycling And Waste Solutions, LLC Fireside Natural Gas LLC Florida Natural Gas Florida Power & Light Florida Public Utilities FPL Energy Services Gainesville Regional Utilities Georgia Power Grand Traverse County DPW Gulf Power Illuminating Company JEA Kentucky American Water Kentucky Utilities Company Lake Apopka Natural Gas District Lee County Utilities Lexington-Fayette Urban County Government LG&E Louisville Water Company Lower Valley Energy Market at McKnight 1 LLC MCI Communications Mediacom MidAmerican Energy Company Missoula Compost Collection LLC Missoula Water Montana-Dakota Utilities Company National Exemption Service Northeast Ohio Regional Sewer District Northwestern Energy Orange County Utilities Organix Recycling LLC Orlando Utilities Commission Republic Services Royal Waterworks, Inc. Rumpke Inc Silver Star Communications Smithville Communications Spectrum Spire, Inc. TECO Energy TECO Peoples Gas Think Utility Services


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Time Warner Cable Traverse City Light & Power Vectren Waste Management Waste Pro WCA Waste Systems Inc West Bank Sanitation Western Disposal Services Wheat Ridge Sanitation District Wheat Ridge Water District Xcel Energy XO Communications Vendor 5 Star Refrigeration & Air Conditioning A-1 Daylighting LLC ABS Facility Maintenance Advanced Refrigeration & Air Advertising With Wit Inc Alberts Organics Inc Amazon American Outdoor Products Inc Americana Companies Inc Ampro Aramark & Career Apparel Group Barbers Inc. Benderson Properties, Inc. Blackhawk Network, Inc Bluebird Botanicals Bluesoho Boiron USA Inc Borden Dairy Company Brad Fisher Breadworks Briggs Distributing Co Inc Bunzl Holdings, Inc. Burkhardt Distributing Co Inc Burts Bees Caito Foods LLC Caito Foods Service Captiveaire Systems Inc Carbamericas Inc. Cardlytics Inc Carroll Distributing Company Case Contracting Company Cavalier Distributing

CBDRX Inc Central Bag & Burlap Century Fire Protection Ceridian HCM,Inc. Champion Brands Inc Charlies Produce Chelan Fresh Marketing City Beverages Coastal Beverage Ltd Coker Construction Cone Distributing Inc Conis Development Co Continental Flowers Cornerstone On Demand Inc Country Life LLC Cozzini Bros Inc Crosset Company LLC CV Sciences Inc CWB Holdings Inc Dade Paper & Bag Co Design Design Inc Digital Evolution Group, LLC Divisions Maintenance Group Double Eagle Distribution EAN Services LLC Ecolab Pest Elimination Division Farm Boy Produce LLC Farmer Mikes Produce Inc FBC of Denver LLC Flexprint LLC Flora Fine Foods Florida Distribution Company Florida Power & Light Flowers Baking Co of Bradenton Frangiosa Farms LLC Freshpoint of Central Florida Freshpoint of Denver Full Spectrum Distribution Gaia Herbs Inc Garda CL Inc Garden of Life Georges Distributing Gexpro Global Axiom, Inc. Gold Coast Beverage Gourmet Foods International


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Gourmet International Ltd Granite Telecommunications Great Bay Distributors Inc Great Lakes Wine & Spirits - General Wine Great Plains Beef LLC GSP Marketing Technologies Inc Halperns Steak & Garys Seafood Harvest Meat Company Inc Heidelberg Dist High Country Beverage Corporation Horizon Food Equipment Inc Hussmann Corporation Hydro Flask USA 1G Consulting, LLC Imperial Beverage Co - Elite B Insignia Systems Inc Intermountain Dist Co International Wine and Spirits Irwin Naturals Iverify Inc J Raymond Construction Corp Jackson Hole/Teton Distributing Jarrow Formulas Inc JDA Software Inc JJ Taylor Distributing Florida John Boos & Co Johnson Brothers Kikkerland Design Inc KPS Global LLC Kronos Incorporated Lewan & Associates Inc Loco Food Distribution Lohmiller & Company Lohr Distributing Company Inc Magnolia River Manufacturing C Major Brands Mcclains Old Florida Gourmet MCG Architecture Mcgregor's Greens LLC Megafood Mettler-Toledo LLC Middleby Advantage Mineral Fusion Natural Brands Mission Foods Murphy Company Natural Products Group

Neelands USA Ltd Nikko Enterprise Corporation Nordic Naturals Inc North Bay Produce, Inc. North Florida Sales Now Foods Nutraceutical Corporation Nutranext Business LLC 0 & W Inc Onesource Magazine Dist LLC Online Freight Services Inc Opici Family Distributing Organicgirl, LLC Orvino Imports & Distributing Osprey Beverages LLC Pacifica Beauty Paycom Payroll LLC PCM Sales Inc PDF Foods LLC Pepsi Beverages Prairie Farms Dairy Prairie Farms Dairy Missouri Premier Beverage Company LLC Produce Exchange, Co., Inc. Progressive Distribution LLC Proguard Service and Solutions PTM Consulting LLC PTR Baler and Compactor Compan Pure Hothouse Foods Inc. Pure Water Technologies #1 LLC Purevision Technology Inc Quality Casing Company Inc Rave Associates Inc Reed Transport Services, Inc. Reliance Vitamin Co Inc Renew Life Formulas, Inc. Republic National Distributing Company Republic Services Restorative Botanicals LLC Rocky Mountain Eggs Inc Rocky Mountain Reserve Royal Crest Dairy Inc Schmid Construction Schwabe North America Inc Seasons-4 Inc Seattle Fish Company


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Seattle Fish Company Int Shamrock Foods Company Sherwood Food Distributors Siemens Industry Inc Snyder Construction Inc Softchoice Corporation Source Refrigeration & HVAC Inc Southern Glazers Wine and Spir Southern Style Spices Southgate Mall Montana II LLC Staples Business Advantage Summit Beverage Suncity Produce Co Superior Beverage Group Sysco Central Florida Inc Sysco Denver Inc Sysco Detroit LLC Sysco Food Services Cleveland Sysco Grand Rapids Sysco Gulf Coast Inc Sysco Indianapolis LLC Sysco Intermountain Sysco Jacksonville Inc Sysco Kansas City Inc Sysco Louisville Inc Sysco Montana Inc Sysco Southeast Florida Sysco St Louis LLC Sysco West Coast Florida Inc Tarrant Lighting Teague Freyaldenhoven Freyalde Architects & Planners LLP Tennant Sales and Service Company The Kroger Co. Thomas Sign and Awning Company Thomas Sign And Awning Company Inc Toshiba Global Commerce Solutions Inc Trade Fixtures LLC Tri-Eagle Sales Trillium Service Companies LLC Troyers of South Florida Truno Retail "technology Solutions Tundra Restaurant Supply Inc UNFI Van Solkema Produce of Georgia Vintage Wine

Vital Proteins LLC Vitality Works Inc Wasserstrom Waste Management WD Partners Inc Western Paper Distributors Inc Winebow Wyoming Liquor Division


Schedule 2


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Disclosures

Name Relationship to Debtors Relationship to Hahn & Hessen

JP Morgan Chase and Signature Bank

Bank Past and current client of the Firm in unrelated matters.

Polsinelli P.C. Law Firm Worked with professionals in unrelated cases.

Alvarez and Marsal Financial Advisors Worked with professionals in unrelated cases.

Great American Group Liquidation Agent Worked with professionals in unrelated cases.

Omni Agent Solutions, Inc.

Noticing and Administrative Agent Worked with professionals in unrelated cases.


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE In re: LUCKY’S MARKET PARENT COMPANY, LLC, et al., Debtors.1


AFFIDAVIT OF NICHOLAS LEITZES, AS REPRESENTATIVE OF UNITED

NATURAL FOODS, INC., CHAIRMAN OF THE COMMITTEE, IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT

AND RETENTION OF HAHN & HESSEN LLP AS CO-COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LUCKY’S MARKET PARENT

COMPANY, LLC, ET AL., NUNC PRO TUNC TO FEBRUARY 4, 2020

I, Nicholas Leitzes, hereby declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury

as follows:

1. This declaration is submitted in support of the Application for Entry of an

Order Authorizing the Employment and Retention of Hahn & Hessen LLP (“H&H”) as Co-

Counsel to the Official Committee of Unsecured Creditors (the “Committee”) of Lucky’s et al.

(the “Debtors”), nunc pro tunc to February 4, 2020 (the “Application”). Unless otherwise stated, I

have personal knowledge of the facts set forth hereinafter.

2. On February 4, 2020 (the “Formation Date”), the Office of the United



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States Trustee for the District of Delaware appointed three of the Debtors’ largest unsecured

creditors to serve as members of the Committee. The Committee is presently comprised of the

following three members: (i) United Natural Foods, Inc.; (ii) Harvest Meat Company, Inc.; and

(iii) Benderson Development Company, LLC. After its formation, the Committee interviewed

several law firms interested in serving as counsel to the Committee in these Chapter 11 cases.

During each interview, the Committee sought, among other things, information with respect to

each of the firms’ bankruptcy and non-bankruptcy billing practices, hourly rates and experience.

3. On the Formation Date, the Committee selected Hahn & Hessen LLP to serve

as its lead counsel, Womble Bond Dickinson LLP to serve as its Delaware counsel, Norton Rose

Fulbright to serve as its special litigation counsel, and Province to serve as its financial advisor.

H&H was selected to serve as lead counsel to the Committee based upon, among other things, its

extensive experience representing official committees in Chapter 11 cases before this Court.

4. Based on the information received by the Committee, the Committee

believes that H&H’s hourly billing rates and material terms of its engagement are comparable to

H&H’s billing rates and terms for other non-bankruptcy engagements and to the billing rates and

terms of other comparably skilled professionals.

5. Prior to selecting H&H, the Committee discussed the hourly billing rates

of other firms and compared them to H&H’s rates. In addition, the Committee confirmed that (i)

the H&H attorneys staffed to this engagement will not be charging a premium or in any way

increasing their hourly rates over the fees charged to non-bankruptcy clients, and (ii) the material

terms for the engagement are comparable to terms of other comparably skilled professionals who

the Committee interviewed.


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6. Throughout these cases, the Committee will supervise H&H’s fees and

expenses to manage costs. In particular, the Committee will review H&H’s invoices and monthly

applications for payment of fees and reimbursement of expenses. The Committee understands that

H&H historically increases its hourly billing rates for its professionals and paraprofessionals

periodically, typically in the fall of each year. The Committee has consented to such ordinary

course rate increases.

7. The Committee’s professionals have negotiated an acceptable carve-out

for Committee professionals with the Debtors, their lenders and the Committee as part of the final

order approving the Debtors’ debtor-in-possession financing.

8. The Committee has approved H&H’s proposed rates and staffing plan.

The Committee has been advised that the H&H attorneys and paraprofessionals staffed on this

case, subject to modification depending upon further development, are as set forth below. These

professionals will work on certain aspects of the case, and H&H has agreed to staff specific matters

so as to avoid duplication of efforts:

Name Title Hourly Rate

Mark T. Power Partner $1,025

Mark S. Indelicato Partner $1,025

Don Grubman Partner $880

Janine M. Figueiredo Partner $800

Jeffrey Zawadski Associate $690

Emma Fleming Associate $350

David Reinhart Paralegal $280


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7. Based on the foregoing, the Committee is of the view that it is necessary to

employ H&H and that such employment is in the best interest of the Committee and the Debtors’

estates.



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I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND

CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF.

Dated: February 21, 2020 United Natural Foods, Inc.

Solely in its capacity as Committee Chairperson and not in its individual capacity

____________________________________

By: Nicholas Leitzes

As representative of United Natural Foods, Inc.

Nicholas Leitzes




Chapter 11 Case No. 20-10166 (JTD) Related Doc. No. ___

ORDER AUTHORIZING THE RETENTION OF

HAHN & HESSEN LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned

debtors and debtors-in-possession (collectively, the “Debtors”), having filed its application for

entry of an order pursuant to sections 328(a), 330 and 1103 of title 11 of the United States Code,

11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”) authorizing the Committee to retain Hahn & Hessen LLP (“Hahn &

Hessen”) to represent it in these Chapter 11 cases nunc pro tunc to February 4, 2020; and upon the

affidavit of Mark T. Power, a member of the firm, duly sworn to on February 6, 2020 (the

“Affidavit”); and it appearing that notice of the Application has been given to the Office of the



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United States Trustee, counsel to the Debtors, and other parties in interest and those entities filing

notices of appearance pursuant to Bankruptcy Rule 2002 and that no further notice need be given;

and it appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C.

§§ 157 and 1334; and it appearing that venue of these cases and the Application in this district is

proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core

proceeding pursuant to 28 U.S.C. § 157(b); and the Court being satisfied based upon the

representations made in the Application and Affidavit that (i) the employment of Hahn & Hessen

is necessary and in the best interest of the Debtors’ estates, (ii) Hahn & Hessen serves no interest

adverse to the Debtors and their estates, and (iii) Hahn & Hessen is a “disinterested person” as that

term is defined in section 101(14) of the Bankruptcy Code; and after due deliberation, and

sufficient cause appearing therefor; it is hereby

ORDERED that the Committee is authorized to employ Hahn & Hessen under a general

retainer as lead counsel to represent it in these Chapter 11 cases effective as of February 4, 2020;

and it is further

ORDERED that Hahn & Hessen shall be compensated at its customary hourly rates in

effect at the time its services are rendered in accordance with the procedures set forth in Sections

330 and 331 of the Bankruptcy Code, such Bankruptcy Rules as may be applicable, the Local

Rules, and any procedures established by order of this Court; and it is further

ORDERED that ten business days’ notice must be provided by Hahn & Hessen to the

Debtor, the United States Trustee, and the Committee prior to any increases in the rates set forth

in the Application and the Affidavit, and such notice must be filed with the Court. The United

States Trustee retains all rights to object to any rate increase on all grounds including, but not

limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code, and


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the Court retains the right to review any rate increase pursuant to Section 330 of the Bankruptcy

Code.


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