In re: AWI Delaware, Inc., et al., Case No. 14-12092 (KJC)

LRC serves as bankruptcy counsel to C&S Wholesale Grocers, Inc. (“C&S”)and certain of its affiliates in the chapter 11 bankruptcy cases of AWI Delaware, Inc., et al. (collectively, “AWI”). AWI was a leading cooperative food distributor providing retail and distribution services to member retailers in the Mid-Atlantic region. C&S served as AWI’s stalking horse purchaser in a 363 sale process. C&S also participated in AWI’s postpetition financing as a junior participant. LRC advised C&S with respect to all matters related to AWI’s bankruptcy cases, including, but not limited to, C&S’ participation in AWI’s postpetition financing, the sale process, litigation and settlement negotiations and the plan process. LRC extensively negotiated the original asset purchase agreement with AWI and, as part of the court-approved sale process, further iterations of the asset purchase agreement with AWI and the Committee. LRC represented C&S at a two-day auction, which resulted in AWI selecting C&S’ amended asset purchase agreement as the highest and best bid for AWI’s assets. The final asset purchase agreement negotiated by LRC with AWI and the Committee provided aggregate consideration of up to $288,118,000 (inclusive of assumed liabilities, the court approved breakup fee and expense reimbursement). On October 29, 2014, the Bankruptcy Court approved the sale and on November 12, 2014, the sale closed. Following the closing of the sale, numerous issues arose, which have resulted in complex and extensive litigation between C&S and AWI. LRC vigorously negotiated a settlement of these issues with the Debtors and the Committee, which is embodied in a settlement agreement (the “C&S Settlement”) that forms the cornerstone of AWI’s current plan of liquidation dated July 11, 2016 (the “Plan”), which was confirmed by the Bankruptcy Court on September 30, 2016.

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