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PAPER STORE: Aug. 26 Auction of Substantially All Assets Set

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Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized the bidding procedures proposed by The Paper Store, LLC and TPS Holdings, LLC in connection with the sale of substantially all assets to TPS Acquisition Co., LLC, subject to overbid.

A telephonic hearing on the Motion was held on July 23, 2020 at 2:00 p.m.

The sale will be free and clear of liens, claims and encumbrances.

The Form APA is approved, and will be the baseline Purchase Agreement against which bids may be compared.

The procedures for the assumption and assignment of assumed executory contracts and unexpired leases as set forth in the Motion and the Bidding Procedures are approved.

The Sale Notice and the Cure Notice are approved.

The salient terms of the Bidding Procedures are:

a. Bid Deadline: Aug. 24, 2020 at 5:00 p.m. (EDT)

b. Initial Bid: TBD

c. Deposit: 10% of the proposed Purchase Price

d. Auction: The Auction, if necessary, will be held on Aug. 26, 2020 at 10:00 a.m. (EDT) at a virtual meeting by electronic means at the offices of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, or at such other location or by such other means as will be timely communicated to all entities entitled to attend the Auction.

e. Bid Increments: To be established by the Debtor at the hearing

f. Sale Hearing: Aug. 31, 2020 at 10:30 a.m. (EDT)

g. Sale Objection Deadline: Aug. 24, 2020 at 5:00 p.m. (EDT)

h. Any party with a valid, properly perfected security interest in any of the Purchased Assets may credit bid for such Purchased Assets in connection with the Sale.

The Debtors are authorized, in their discretion and after consultation with the Consultation Parties, to agree that a Bid made by a Qualified Bidder that is not comprised, in whole or in part, directly or indirectly, of any “insider” of a Debtor will be afforded stalking horse status and protections consisting of a break-up fee and expense reimbursement in an amount not to exceed in the aggregate 2.5% of the proposed bid’s cash Purchase Price.

The Debtors are authorized to pay the Break-Up Fee (if any) to the Stalking Horse Bidder as provided in the Bidding Procedures and without further order of the Court in the event that such Break-Up Fee (if any) is payable under any agreement between the Debtors and the Stalking Horse Bidder.

The Debtors shall, within one business day after the entry of the Order, file with the Court and serve a copy of the Sale Notice on the Sale Notice Parties. The Debtors will file with the Court and serve the Cure Notice (along with a copy of the Order) upon each counterparty to the Assumed Contracts by no later than July 24, 2020.

Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014, or otherwise, the Order will be immediately effective and enforceable upon its entry.

A copy of the Bidding Procedures is available at https://tinyurl.com/y2doymf3 from PacerMonitor.com free of charge.

About The Paper Store

The Paper Store, LLC is a family owned and operated specialty gift retailer, with 86 stores in seven states and an e-commerce business. The retail locations feature merchandise comprising fashion, accessories, spa, home decor, stationery, jewelry, sports and more, from well-regarded brands such as Vera Bradley, Lilly Pulitzer, Godiva, 47 Brands, Alex and Ani, Life is Good, Vineyard Vines, and Sugarfina. The Debtors are a proud Hallmark greeting cards partner.

The Paper Store, LLC (Bankr. D. Mass. Case No. 20-40743), as the Lead Debtor, and its affiliate TPS Holdings, LLC (Bankr. D. Mass. Case No. 20-40745) sought Chapter 11 protection on July 14, 2020.

In the petition signed by CRO Don Van der Wiel, the Paper Store was estimated to have assets in the range of $10 million to $50 million, and $50 million to $100 million in debt.

Judge Christopher J. Panos is assigned to the case.

The Debtors tapped Paul J. Ricotta, Esq., Kevin J. Walsh, Esq., and Timothy J. McKeon, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as counsel.

G2 Capital Advisors serves as the Debtors’ Restructuring Advisor, SSG Capital Advisors as their Investment Banker, and Verdolno & Lowet, P.C., as their Accountant, and Donlin, Recano & Co., Inc. as their Claims & Noticing Agent.

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