Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

Fill in this information to identify the case:

United States Bankruptcy Court for the:

Eastern District of Virginia

(State)

Case number (if known): Chapter 11

☐ Check if this is an

 amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for 

Bankruptcy 04/20

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the 

case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is 

available.

1. Debtor’s Name GC Fulfillment, LLC

FB Distribution, Inc.; FB Distribution Center, LLC; FB Distro Distribution Center, LLC

2. All other names debtor used

in the last 8 years

Include any assumed names,

trade names, and doing

business as names

3. Debtor’s federal Employer

Identification Number (EIN) 20-5913907

4. Debtor’s address Principal place of business

1901 State Road (240 East)

Mailing address, if different from principal place

of business

933 MacArthur Boulevard

Number Street Number Street

Greencastle IN 46135

P.O. Box

Mahwah NJ 07430

City State Zip Code

Putnam County

City State Zip Code

Location of principal assets, if different from

principal place of business

County Number Street

City State Zip Code

5. Debtor’s website (URL) https://www.ascenaretail.com/

☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

☐ Partnership (excluding LLP)

6. Type of debtor

☐ Other. Specify:

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 1 of 28
Debtor GC Fulfillment, LLC Case number (if known)

Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

7. Describe debtor’s business

A. Check One:

☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply:

☐ Tax-exempt entity (as described in 26 U.S.C. § 501)

☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 

§ 80a-3)

☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See

 http://www.uscourts.gov/four-digit-national-association-naics-codes .

4481 (Clothing Stores)

8. Under which chapter of the 

Bankruptcy Code is the 

debtor filing?

A debtor who is a “small 

business debtor” must 

check the first sub-box. A 

debtor as defined in § 

1182(1) who elects to 

proceed under subchapter 

V of chapter 11 (whether or 

not the debtor is a “small 

business debtor”) must 

check the second sub-box.

Check One:

☐ Chapter 7

☐ Chapter 9

☒ Chapter 11. Check all that apply:

☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its 

aggregate noncontingent liquidated debts (excluding debts owed to insiders or 

affiliates) are less than $2,725,625. If this sub-box is selected, attach the most recent 

balance sheet, statement of operations, cash-flow statement, and federal income tax 

return or if any of these documents do not exist, follow the procedure in 11 U.S.C. § 

1116(1)(B).

☐ The debtor is a debtor as defined in 11 U.S.C. § 1182(1). Its aggregate noncontingent 

liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000 

and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is 

selected, attach the most recent balance sheet, statement of operations, cash-flow 

statement, and federal income tax return or if any of these documents do not exist, 

follow the procedure in 11 U.S.C. § 1116(1)(B).

☐ A plan is being filed with this petition.

☐ Acceptances of the plan were solicited prepetition from one or more classes of

creditors, in accordance with 11 U.S.C. § 1126(b).

☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the 

Securities and Exchange Commission according to § 13 or 15(d) of the Securities

Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals 

Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. 

☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule

12b-2. 

☐ Chapter 12

☒ No

☐ Yes. District When

MM/DD/YYYY

Case number

9. Were prior bankruptcy cases

filed by or against the debtor 

within the last 8 years?

If more than 2 cases, attach a 

separate list.

District When

MM/DD/YYYY

Case number

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 2 of 28
Debtor GC Fulfillment, LLC Case number (if known)

Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

Relationship Affiliate

☐ No

☒ Yes. Debtor See Rider 1

District Eastern District of Virginia

07/23/2020

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

List all cases. If more than 1,

attach a separate list. Case number, if known _______________________

When

MM / DD / YYYY

11. Why is the case filed in this

district?

Check all that apply:

☐ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days

immediately preceding the date of this petition or for a longer part of such 180 days than in any other

district.

☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have

possession of any real

property or personal property

that needs immediate

attention?

☒ No

☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or

safety.

What is the hazard?

☐ It needs to be physically secured or protected from the weather.

☐ It includes perishable goods or assets that could quickly deteriorate or lose value without attention

(for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or

other options).

☐ Other

Where is the property?

Number Street

City State Zip Code

Is the property insured?

☐ No

☐ Yes. Insurance agency

Contact name

Phone

Statistical and administrative information

13. Debtor's estimation of

available funds

Check one:

☒ Funds will be available for distribution to unsecured creditors.

☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

14. Estimated number of

creditors1

☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000

☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000

☐ 100-199 ☐ 10,001-25,000 ☒ More than 100,000

☐ 200-999

1 The Debtors’ estimated number of creditors noted here are provided on a consolidated basis.

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 3 of 28
Debtor GC Fulfillment, LLC Case number (if known)

Name

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion

☐ $100,001-$500,000 ☒ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion

☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion

16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion

☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion

☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion

☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to

$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of

authorized representative of

debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this 

petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and 

correct.

 I declare under penalty of perjury that the foregoing is true and correct.

Executed on 07/23/2020

MM/ DD / YYYY

 /s/ Carrie W. Teffner Carrie W. Teffner

Signature of authorized representative of debtor Printed name

Title Authorized Signatory

18. Signature of attorney  /s/ Cullen D. Speckhart Date 07/23/2020

Signature of attorney for debtor MM/DD/YYYY

Cullen D. Speckhart

Printed name

Cooley LLP

Firm name

1299 Pennsylvania Avenue, NW, Suite 700

Number Street

Washington DC 20004-2400

City

(202) 842-7800

State ZIP Code

cspeckhart@cooley.com

Contact phone

79096 Virginia

Email address

Bar number State

(Admitted to practice in New York, Virginia, Missouri and Texas; Not admitted to practice in DC, 

supervised by members of DC bar)

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 4 of 28
Fill in this information to identify the case:

United States Bankruptcy Court for the:

,

Eastern District of Virginia

(State)

Case number (if known): Chapter 11

☐ Check if this is an

 amended filing

Rider 1

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United 

States Bankruptcy Court for the Eastern District of Virginia for relief under chapter 11 of title 11 of the United States 

Code. The Debtors have moved for joint administration of these cases under the case number assigned to the 

chapter 11 case of Ascena Retail Group, Inc. 

 Ascena Retail Group, Inc.

 933 Inspiration LLC

 Ann Card Services, Inc.

 Ann, Inc.

 AnnCo, Inc.

 AnnTaylor Distribution Services, Inc.

 AnnTaylor of Puerto Rico, Inc. 

 AnnTaylor Retail, Inc.

 AnnTaylor, Inc.

 Ascena Retail Holdings, Inc.

 Ascena Trade Services, LLC

 ASNA Plus Fashion, Inc.

 ASNA Value Fashion LLC

 BackingBrands Buying Agent, LLC

 BackingBrands Solutions, LLC

 C.S.F. Corp.

 Catalog Receivables LLC

 Catalog Seller LLC

 Catherines #5124, Inc.

 Catherines #5147, Inc.

 Catherines Stores Corporation

 Catherines, Inc.

 CCTM, Inc.

 Charming Sales Co. Four, Inc.

 Charming Sales Co. One, Inc.

 Charming Sales Co Three, Inc.

 Charming Sales Co. Two, Inc.

 Charming Shoppes of Delaware, Inc.

 Charming Shoppes Receivables 

Corp.

 Charming Shoppes Seller, Inc.

 Charming Shoppes Street, Inc.

 Charming Shoppes, Inc.

 Chestnut Acquisition Sub Inc.

 Crosstown Traders, Inc.

 CS HoldCo II Inc.

 CSGC, Inc.

 CSI Industries, Inc.

 CSPE, LLC

 DBCM Holdings, LLC

 DBI Holdings, Inc.

 DBX, Inc.

 Duluth Real Estate LLC

 Etna Retail DC, LLC

 Fashion Apparel Sourcing LLC

 Fashion Service Fulfillment 

Corporation

 Fashion Service LLC

 GC Fulfillment, LLC

 Lane Bryant #6243, Inc.

 Lane Bryant of Pennsylvania, Inc.

 Lane Bryant Outlet 4106, Inc.

 Lane Bryant Purchasing Corp.

 Lane Bryant, Inc.

 PSTM, Inc.

 Sonsi, Inc.

 Spirit of America, Inc.

 Too GC, LLC

 Tween Brands Agency, Inc.

 Tween Brands Direct Services Inc.

 Tween Brands Investment, LLC

 Tween Brands Marketing, Inc.

 Tween Brands Service Co.

 Tween Brands, Inc.

 Winks Lane, Inc.

 Worldwide Retail Holdings, Inc.

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 5 of 28
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GC FULFILLMENT, LLC, ) Case No. 20-___________(___)

)

Debtor. )

)

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holders Address of Equity Holder Percentage 

Held

GC Fulfillment, LLC Ascena Retail Group, 

Inc. 

933 MacArthur Boulevard

Mahwah, NJ 07430 100%

1

 This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the 

Federal Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such 

equity as of the date of commencement of the chapter 11 case.

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 6 of 28
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GC FULFILLMENT, LLC, ) Case No. 20-___________(___)

)

Debtor. )

)

CORPORATE OWNERSHIP STATEMENT

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the 

following are corporations, other than a government unit, that directly or indirectly own 10% or more of any 

class of the debtor’s equity interest:

Shareholder Approximate Percentage of Shares Held

Ascena Retail Group, Inc. 100%

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 7 of 28


Official Form 204

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

1 SIMON PROPERTY GROUP

ATTN: DAVID SIMON

CHIEF EXECUTIVE OFFICER

SIMON PROPERTY GROUP, INC.

225 WEST WASHINGTON STREET

INDIANAPOLIS, IN 46204

DAVID SIMON

EMAIL - 

PHONE - 317-636-1600

FAX - 

TRADE 

PAYABLE C $31,664,060

2 BROOKFIELD PROPERTIES

ATTN: STACIE L. HERRON

EXECUTIVE VICE PRESIDENT, 

GENERAL COUNSEL AND SECRETARY

BROOKFIELD PLACE NEW YORK

250 VESEY STREET, 15TH FLOOR

NEW YORK, NY 10281

STACIE L. HERRON

EMAIL - 

STACIE.HERRON@BROOKFIELDPROPERTIES

RETAIL.COM;

LINDSAY.KAHN@BROOKFIELDPROPERTIES

RETAIL.COM; 

ANDREW.BRENT@BROOKFIELDPROPERTIES

.COM

PHONE - 212-417-7000

TRADE 

PAYABLE C $16,619,835

3 BOSTON PROPERTIES LIMITED 

PARTNERSHIP

ATTN: DOUGLAS T. LINDE

PRESIDENT

800 BOYLSTON STREET AT THE 

PRUDENTIAL CENTER

BOSTON, MA 02199-8103

DOUGLAS T. LINDE

EMAIL - 

PHONE - 617-236-3300

FAX - 617-536-5087 TRADE 

PAYABLE C $8,809,477

4 TANGER PROPERTIES, LP

ATTN: STEVEN B. TANGER

CHIEF EXECUTIVE OFFICER

3200 NORTHLINE AVENUE SUITE 360

GREENSBORO, NC 27408

STEVEN B. TANGER

EMAIL - SBTANGER@TANGEROUTLET.COM

PHONE - 336-292-3010

FAX - 336-852-2096 TRADE 

PAYABLE C $7,228,481

A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. 

Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, 

unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 50 largest unsecured claims.

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 50 Largest 

Unsecured Claims and Are Not Insiders 12/15

Fill in this information to identify the case:

Debtor name Ascena Retail Group, Inc., et al. 

United States Bankruptcy Court for the: Eastern District of Virginia

Case number (If known): ______________ Check if this is an 

amended filing 

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 8 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

5 PAN PACIFIC CO LTD

ATTN: SUK-WON LIM

CHIEF EXECUTIVE OFFICER

(08380) 12

DIGITAL-RO 31-GIL

GURO-GU

SEOUL, GURO-DONG, 197-21

KOREA

SUK-WON LIM

EMAIL - PANPACIFIC@PANPACIFIC.CO.KR

PHONE - +82-2-3494-9000

FAX - +82-2-830-1011 TRADE 

PAYABLE $6,831,314

6 MGF SOURCING

ATTN: JAMES SCHWARTZ

CHIEF EXECUTIVE OFFICER

4200 REGENT STREET

SUITE 205

COLUMBUS, OH 43219

JAMES SCHWARTZ

EMAIL - 

JAMES.SCHWARTZ@MGFSOURCING.COM

PHONE - 614-904-3269

FAX - 614-415-7242 TRADE 

PAYABLE $6,726,982

7 SAE A TRADING CO. LTD

ATTN: WOONG-KI KIM

CHAIRMAN

SAE-A BLDG.

429 YEONGDONG-DAERO GANGNAMGU

SEOUL, 

KOREA

WOONG-KI KIM

EMAIL - 

PHONE - +82 2 6252 7000

FAX - +82-2-6252-7005 TRADE 

PAYABLE $6,347,041

8 ORIENT CRAFT

ATTN: SUDHIR DHINGRA

CHIEF EXECUTIVE OFFICER

PLOT NO. 80P SECTOR-34

NEAR HERO HONDA CHOWK

GURGAON, 122001

INDIA

SUDHIR DHINGRA

EMAIL - 

SUDHIR.DHINGRA@ORIENTCRAFT.COM

PHONE - +0124-4511300

FAX - +0124-4511330 TRADE 

PAYABLE $5,309,190

9 THE MACERICH COMPANY

ATTN: ANN C. MENARD

SENIOR EXECUTIVE VICE PRESIDENT, 

CHIEF LEGAL OFFICER AND 

SECRETARY

401 WILSHIRE BOULEVARD, SUITE 700

SANTA MONICA, CA 90401

ANN C. MENARD

EMAIL - ANN.MENARD@MACERICH.COM

PHONE - 310-394-6000; 424-229-3575

FAX - 310-395-2791 TRADE 

PAYABLE C $5,252,749

10 HIP SING CHINA INDUSTRIAL LINITED

ATTN: ADA LAU

UNIT B5, 6/F BLK 2, CAMELPAINT BLDG

62 HOI YUEN ROAD

KWUN TONG, KOWLOON, 

HONG KONG

ADA LAU

EMAIL - 

PHONE - +852-23905128

FAX - +852-23915128 TRADE 

PAYABLE $5,075,819

7/22/2020 Page ‐ 2

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 9 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

11 PT. ERATEX (HONG KONG) LTD

ATTN: MR. MANIWANEN 

PRESIDENT

SPAZIO BUILDING 3RD FLOOR UNIT.319-

321

GRAHA FESTIVAL KAV.3 – GRAHA 

FAMILY

JL. MAYJEND YONO SOEWOYO

SURABAYA, 60226

INDONESIA

MR. MANIWANEN 

EMAIL - 

PHONE - +62-31-99001101

FAX - +62-31-99001115

TRADE 

PAYABLE $5,026,842

12 THE TAUBMAN COMPANY

ATTN: CHRIS HEAPHY

EXECUTIVE VICE PRESIDENT, 

GENERAL COUNSEL & SECRETARY

200 E. LONG LAKE ROAD, SUITE 300

BLOOMFIELD HILLS, MI 48304-2324

CHRIS HEAPHY

EMAIL - CHEAPHY@TAUBMAN.COM; 

RHURREN@TAUBMAN.COM; 

MMAINVILLE@TAUBMAN.COM

PHONE - 248-258-6800

FAX - 

TRADE 

PAYABLE C $4,550,301

13 POONGIN TRADING CO.LTD

ATTN: PAUL PARK

CHIEF EXECUTIVE OFFICER

18F~20F ACE HIGH TECH CITY

 B/D 2 DONG, GYEONGLN-RO

YEONGDEUNGPO-GU

SEOUL, 755

KOREA

PAUL PARK

EMAIL - 

PHONE - +82-2-549-8313

FAX - +82-2-549-8310 TRADE 

PAYABLE $4,507,327

14 TAINAN ENTERPRISES CO. LTD

ATTN: CHING-HON YANG

CHAIRMAN

5-1, SECTION 1 HANGZHOU SOUTH 

ROAD

ZHONGZHENG DISTRICT

TAIPEI CITY, 100

TAIWAN

CHING-HON YANG

EMAIL - 

PHONE - +886 2 2391 6421

FAX - +886 2 2397 1413 TRADE 

PAYABLE $4,402,392

15 CBL & ASSOCIATES, INC.

ATTN: STEPHEN D. LEBOVITZ

CHIEF EXECUTIVE OFFICER

CBL CENTER, SUITE 500

2030 HAMILTON PLACE BLVD.

CHATTANOOGA, TN 37421

STEPHEN D. LEBOVITZ

EMAIL - 

PHONE - 432-855-0001

FAX - 

TRADE 

PAYABLE C $4,244,203

16 ORACLE AMERICA INC

ATTN: DORIAN DALEY

GENERAL COUNSEL

REDWOOD SHORES ORACLE 

CORPORATION

500 ORACLE PARKWAY

REDWOOD SHORES, CA 94065

DORIAN DALEY

EMAIL - DORIAN.DALEY@ORACLE.COM

PHONE - 650-506-7000

FAX - 650-633-1813 TRADE 

PAYABLE $4,158,303

7/22/2020 Page ‐ 3

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 10 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

17 CHOI & SHIN'S CO.,LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

61 BUKCHON-RO, JONGNO-GU

SEOUL, 110260

SOUTH KOREA

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - +82-232947200

FAX - 

TRADE 

PAYABLE $3,973,814

18 CRYSTAL ELEGANCE INDUSTRIAL 

LIMITED

ATTN: LAM ANTHONY

VICE PRESIDENT

71 HOW MING STREET

KWUN TONG, KOWLOON, 

HONG KONG

LAM ANTHONY

EMAIL - INFO@CRYSTALGROUP.COM

PHONE - 

FAX - 

TRADE 

PAYABLE $3,916,508

19 SNOGEN GREEN CO.,LTD

ATTN: JUNGKU HONG

CHIEF EXECUTIVE OFFICER

12, GWANGPYEONG-RO 56-GIL

GANGNAM-GU

SEOUL, 

KOREA

JUNGKU HONG

EMAIL - 

PHONE - +02-6496-6400

FAX - +02-6496-6501 TRADE 

PAYABLE $3,671,183

20 UBASE INTERNATIONAL INC

ATTN: YONG HOE KIM

CHIEF EXECUTIVE OFFICER

345, TTUKSEOM-RO

SEONGDONG-GU

SEOUL (SEONGSU-DONG), 04780

KOREA

YONG HOE KIM

EMAIL - 

CONTACTUS@UBASEINTERNATIONAL.COM

PHONE - +82 2-420-0001

FAX - +82 2-421-8787 TRADE 

PAYABLE $3,628,175

21 TEX WORLD PTE LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

PRESIDENT

610, ATL CORPORATE PARK

SAKI VIHAR ROAD, POWAI

MUMBAI, MAHARASHTRA 400072 

INDIA

PRESIDENT OR GENERAL COUNSEL

EMAIL - INFO@TEXWORLD.CO

PHONE - +91-22-42293542

FAX - 

TRADE 

PAYABLE $3,506,978

22 WESTFIELD CORPORATION, INC.

ATTN: PETER SCHWARTZ

GENERAL COUNSEL

2049 CENTURY PARK EAST, 40TH 

FLOOR

CENTURY CITY, CA 90067

PETER SCHWARTZ

EMAIL - 

PHONE - 310-478-4456

FAX - 310-478-1267 TRADE 

PAYABLE C $3,448,669

7/22/2020 Page ‐ 4

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 11 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

23 KYUNG SEUNG CO. LTD.

ATTN: J. J. PARK

CHIEF EXECUTIVE OFFICER

408 SAMSEOUNG-RO

GYEONGSEUNG

BUILDING GANGNAM-GU

SEOUL, 

KOREA

J. J. PARK

EMAIL - 

PHONE - +82-2-550-1414

FAX - +82-2-566-6867 TRADE 

PAYABLE $3,255,132

24 LAKONTRA INTERNATIONAL 

MERCHANDISING CORP

ATTN: PRESIDENT OR GENERAL 

COUNSEL

MERCHANDISING CORP NO.186 SEC.4

NANKINGE. RD

TAIPEI, 

TAIWAN

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - 

FAX - 

TRADE 

PAYABLE $3,031,988

25 MTL SOURCING DMCC

ATTN: PRESIDENT OR GENERAL 

COUNSEL

HDS BUSINESS CENTRE

JUMAIRA LAKE TOWERS

DUBAI, 

UNITED ARAB EMIRATES

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - 

FAX - 

TRADE 

PAYABLE $3,024,427

26 RICHA GLOBAL EXPORTS PVT LTD

ATTN: VIRENDER UPPAL

CHAIRMAN

219, UDYOG VIHAR PHASE-I GURGAON

HARYANA, 122001

INDIA

VIRENDER UPPAL

EMAIL - INFO@RICHAGLOBAL.COM

PHONE - +91-124-4314000

FAX - 

TRADE 

PAYABLE $3,020,253

27 IBM CORPORATION

ATTN: PRESIDENT OR GENERAL 

COUNSEL

1 NEW ORCHARD ROAD

ARMONK, NY 10504-1722

PRESIDENT OR GENERAL COUNSEL

EMAIL - ARVIND.KRISHNA@IBM.COM

PHONE - 914-499-1900

FAX - 914-765-4190 TRADE 

PAYABLE $2,952,280

28 BUSANA APPAREL PTE LTD

ATTN: MR. MANIWANEN 

CHAIRMAN

AXA TOWER 41ST & 43RD FLOOR

KUNINGAN CITY

JALAN PROF. DR. SATRIO KAV. 18

KUNINGAN, SETIABUDI, JAKARTA 

12940

INDONESIA

MR. MANIWANEN 

EMAIL - 

PHONE - +6221-522-9344

FAX - +6221-3005-6052 TRADE 

PAYABLE $2,847,689

7/22/2020 Page ‐ 5

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 12 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

29 WASHINGTON PRIME GROUP, INC.

ATTN: ROBERT P. DEMCHAK, ESQ.

EXECUTIVE VICE PRESIDENT, 

GENERAL COUNSEL AND CORPORATE 

SECRETARY

180 EAST BROAD STREET

COLUMBUS, OH 43215

ROBERT P. DEMCHAK, ESQ.

EMAIL - 

WPGINFO@WASHINGTONPRIME.COM

PHONE - 614-621-9000

FAX - TRADE 

PAYABLE C $2,726,248

30 MOLAX TRADING LIMITED

ATTN: PRESIDENT OR GENERAL 

COUNSEL

75-95, SEOSOMUN-DONG

8RD FLOOR, YOUONE BUILDING

CHUNG-KU

SEOUL, 100-110

KOREA

PRESIDENT OR GENERAL COUNSEL

EMAIL - ADMIN@MOLAXTRADING.COM

PHONE - 02-773-3601

FAX - 02-757-2044 TRADE 

PAYABLE $2,656,298

31 GUANGDONG SINGWEAR GARMENTS 

CO LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

XIANGANG INDUSTRIAL PARK

SIMAPU TOWN, CHAONAN DISTRICT

GUANGDONG PROVINCE

SHANTOU CITY, 

CHINA

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - +86-0754-82201270

FAX - +86-754-87715720 TRADE 

PAYABLE $2,650,820

32 ASMARA INTERNATIONAL LIMITED

ATTN: VENKY NAGAN

CHIEF EXECUTIVE OFFICER

UNIT 8B, TONG YUEN FACTORY 

BUILDING

505 CASTLE PEAK ROAD

LAI CHI KOK, KOWLOON, 

HONG KONG

VENKY NAGAN

EMAIL - CONTACT@ASMARAGROUP.COM

PHONE - +852-27442255

FAX - +852-27442244 TRADE 

PAYABLE $2,604,654

33 ANANTA SPORTSWEAR LIMITED

ATTN: AMIN KHAN

PRESIDENT

2071, N. COLLINS BLVD.

STE 201

RICHARDSON, TX 75080

AMIN KHAN

EMAIL - AMIN@BIMPEX.COM; 

SAJED@ANANTA.COM.BD

PHONE - 972-759 0732

FAX - 972-692-8826 TRADE 

PAYABLE $2,595,148

34 ACCENTURE LLP

ATTN: JULIE SWEET

CHIEF EXECUTIVE OFFICER

1 GRAND CANAL SQUARE

DUBLIN, D02 P820

IRELAND

JULIE SWEET

EMAIL - JULIE.SWEET@ACCENTURE.COM

PHONE - +353-1646-2000

FAX - +353-1646-2020 TRADE 

PAYABLE $2,555,866

7/22/2020 Page ‐ 6

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 13 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

35 INTERNATIONAL TRADING SERVICES 

LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

VICTORIA LANE INDUSTRIAL PARK

7620 VICTORIA CT

BROWNSVILLE, TX 78521

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - 956-831-2740

FAX - 

TRADE 

PAYABLE $2,520,994

36 JIANGSU GUOTAI GUOSHENG CO LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

7-22/F GUOTAI NEW CENTURY PLAZA

NO.125 MIDDLE RENMIN RD

ZHANGJIAGANG JIANGSU, 215600

CHINA

PRESIDENT OR GENERAL COUNSEL

EMAIL - HUASHENG@GTHS.CN

PHONE - +0512-58988898

FAX - +0512-58686837 TRADE 

PAYABLE $2,465,288

37 HANGZHOU LINGXIU KNITTING CO LTD

ATTN: JARED LU

418 HENGFU ROAD

HENGCUN TOWN

TONGLU COUNTY

ZHEJIANG, 

CHINA

JARED LU

EMAIL - JARED_LU@LINXIU.COM

PHONE - +86-571-64673088 

FAX - 

TRADE 

PAYABLE $2,458,758

38 JOHN GALLIN & SON, INC.

ATTN: CHRISTOPHER GALLIN

PRESIDENT

102 MADISON AVENUE

9TH FLOOR

NEW YORK, NY 10016

CHRISTOPHER GALLIN

EMAIL - CHRISG@GALLIN.COM

PHONE - 212-252-8900

FAX - 212-252-8910 TRADE 

PAYABLE $2,437,642

39 JONES LANG LASALLE AMERICAS, INC.

ATTN: ALAN TSE

GLOBAL CHIEF LEGAL OFFICER AND 

CORPORATE SECRETARY

200 EAST RANDOLPH DRIVE

CHICAGO, IL 60601

ALAN TSE

EMAIL - ALAN.TSE@JLL.COM

PHONE - 312-228-2808

FAX - 

TRADE 

PAYABLE C $2,364,445

40 LEE & CO.

ATTN: ARLEN LEE

CHIEF EXECUTIVE OFFICER

1278 INDIANA ST

SUITE 101 

SAN FRANCISCO, CA 94107

ARLEN LEE

EMAIL - HELLO@LEEANDCO.COM

PHONE - 415-475-9029

FAX - 

TRADE 

PAYABLE $2,354,770

7/22/2020 Page ‐ 7

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 14 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

41 AJG INC

ATTN: J. PATRICK GALLAGHER JR.

CHIEF EXECUTIVE OFFICER

2850 GOLF ROAD

ROLLING MEADOWS, IL 60008

J. PATRICK GALLAGHER JR.

EMAIL - 

PHONE - 630-773-3800

FAX - 630-285-4000 TRADE 

PAYABLE $2,258,832

42 WS TRADING LIMITED

ATTN: PRESIDENT OR GENERAL 

COUNSEL

50 TRADESTON STREET

GLASGOW, SCOTLAND, G5 8BH

UNITED KINGDOM

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - 

FAX - 

TRADE 

PAYABLE $2,248,644

43 SOLVE IT CO., LTD

ATTN: PRESIDENT OR GENERAL 

COUNSEL

3/F 556 CHEONHO-DAERO

GWANGJIN-GU SEOUL, 143847

SOUTH KOREA

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

PHONE - +82-24536868

FAX - 

TRADE 

PAYABLE $2,098,603

44 TISHMAN SPEYER PROPERTIES

ATTN: MICHAEL B. BENNER

SENIOR MANAGING DIRECTOR AND 

GENERAL COUNSEL

ROCKEFELLER CENTER, 45 

ROCKEFELLER PLAZA

NEW YORK, NY 10111

MICHAEL B. BENNER

EMAIL - NY@TISHMANSPEYER.COM

PHONE - 212-715-0300

FAX - 212-319-1745 TRADE 

PAYABLE C $2,026,953

45 MODINDIA EXIM PRIVATE LTD

ATTN: GAGAN GULATI

DIRECTOR

B-57 OKHLA INDUSTRIAL AREA, PHASEI 

NEW DELHI, 110020

INDIA

GAGAN GULATI

EMAIL - INFO@MODELAMAEXPORTS.COM

PHONE - 

FAX - 

TRADE 

PAYABLE $2,015,483

46 SOUTH ASIA KNITTING FTY LTD (NEW)

ATTN: PRESIDENT OR GENERAL 

COUNSEL

17/F, SOUTH ASIA BUILDING

108 HOW MING STREET

KWUN TONG

KOWLOON, 

HONG KONG

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

LEOYEUNG@SOUTHASIAGROUP.COM

PHONE - 852-2345-0261

FAX - 852-2343-3666 TRADE 

PAYABLE $1,936,284

7/22/2020 Page ‐ 8

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 15 of 28
Debtor    Ascena Retail Group, Inc., et al.                                     

                  Name

Case Number (if known)  ______________________________________

Total claim, if 

partially 

secured

Deduction 

for value of 

collateral or 

setoff

Unsecured

claim

Name of creditor and complete mailing 

address, including zip code

Name, telephone number, and email address of 

creditor contact

Nature of the 

claim 

Indicate if claim 

is contingent, 

unliquidated, 

disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only 

unsecured claim amount. If claim is partially 

secured, fill in total claim amount and deduction 

for value of collateral or setoff to calculate 

unsecured claim.

47 MEENU CREATION LLP

ATTN: PRESIDENT OR GENERAL 

COUNSEL

A-33. SECTOR - 64 NOIDA DISTT

GAUTAM BUDH NAGAR, UP-201301

INDIA

PRESIDENT OR GENERAL COUNSEL

EMAIL - ED@MEENUCREATION.COM

PHONE - 91-120-4080200

FAX - 91-120-4080200 TRADE 

PAYABLE $1,876,239

48 THE FORBES COMPANY

ATTN: PRESIDENT OR GENERAL 

COUNSEL

100 GALLERIA OFFICENTRE, SUITE 427

SOUTHFIELD, MI 48034

PRESIDENT OR GENERAL COUNSEL

EMAIL - 

NFORBES@THEFORBESCOMPANY.COM

PHONE - 248-827-4600

FAX - TRADE 

PAYABLE C $1,830,041

49 GAURAV INTERNATIONAL

ATTN: ANJU SACHDEVA

PD MANAGER

198, UDYOG VIHAR PHASE 1

UDYOG VIHAR, SECTOR 20

GURUGRAM, HARYANA, 122001

INDIA

ANJU SACHDEVA

EMAIL - GINTL@RICHAGROUP.COM

PHONE - +91 124 480 3900

FAX - +91 124 2439710 TRADE 

PAYABLE $1,820,631

50 CHRISTINE CLARK AND OTHER 

SIMILARLY SITUATED INDIVIDUALS

ATTN: WILLIAM B. SULLIVAN, ERIC K. 

YAECKEL, AND ANDREA TORRESFIGUEROA

ATTORNEYS FOR PLAINTIFFS

SULLIVAN LAW GROUP, APC

2330 THIRD AVENUE

SAN DIEGO, CA 92101

WILLIAM B. SULLIVAN, ERIC K. YAECKEL, 

AND ANDREA TORRES-FIGUEROA

EMAIL - 

HELEN@SULLIVANLAWGROUPAPC.COM, 

YAECKEL@SULLIVANLAWGROUPAPC.COM, 

ATORRES@SULLIVANLAWGROUPAPC.COM

PHONE - 619-702-6760

FAX - 619-702-6761

LITIGATION 

SETTLEMENT C Undetermined

7/22/2020 Page ‐ 9

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 16 of 28
Fill in this information to identify the case and this filing:

Debtor Name GC Fulfillment, LLC

United States Bankruptcy Court for the: Eastern District of Virginia

 (State)

Case number (If known):

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and 

submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in 

the document, and any amendments of those documents. This form must state the individual’s position or relationship to the 

debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property 

by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 

U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the 

partnership; or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true 

and correct:

☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

☐ Schedule H: Codebtors (Official Form 206H)

☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

☐ Amended Schedule

☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders

(Official Form 204)

☒ Other document that requires a declaration List of Equity Security Holders and Corporate Ownership

Statement

I declare under penalty of perjury that the foregoing is true and correct.

Executed on

07/23/2020

 /s/ Carrie W. Teffner

MM/ DD/YYYY Signature of individual signing on behalf of debtor 

Carrie W. Teffner

Printed name

Authorized Signatory

Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 17 of 28
BACKINGBRANDS SOLUTIONS, LLC

DULUTH REAL ESTATE LLC

ETNA RETAIL DC, LLC

GC FULFILLMENT, LLC

Written Consent of the Member 

July 22, 2020 

The undersigned, being the sole member of (i) BackingBrands Solutions, LLC, an

Ohio limited liability company (“BackingBrands Solutions”), (ii) Duluth Real Estate LLC, a 

Delaware limited liability company (“Duluth Real Estate”) (iii) Etna Retail DC, LLC, a Delaware 

limited liability company (“Etna Retail DC”) and (iv) GC Fulfillment, LLC, a Delaware limited 

liability company (“GC Fulfillment” and, together with, BackingBrands Solutions, Duluth Real 

Estate and Etna Retail DC, the “Company”), waiving all notice, hereby adopts by written consent 

the resolutions attached hereto as Exhibit A without the holding of a meeting, such resolutions to 

have the same force and effect as if they had been adopted at a duly called and held meeting of the 

Member.

This written consent may be executed in several counterparts, all of which together

shall constitute one and the same instrument.

[Signature Page Follows] 

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 18 of 28
IN WITNESS WHEREOF, the undersigned has executed this consent to be 

effective as of the date first above written.

BACKINGBRANDS SOLUTIONS, LLC

DULUTH REAL ESTATE LLC

ETNA RETAIL DC, LLC

GC FULFILLMENT, LLC

By: Ascena Retail Group, Inc.

Its: Member

By: _______________________________

Name: Gary Holland

Title: Vice President, Chief Counsel and 

 Assistant Secretary

DocuSign Envelope ID: D807FDAA-6A65-4918-A1B5-3FC424F88385 Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 19 of 28
Exhibit A

RESOLUTIONS OF THE MEMBER OF COMPANY

The board of directors, board of managers, sole member, shareholders, or other similar governing 

body, as the case may be (the “Board”) of the above listed entities (the “Company”) have 

considered (i) entry into that certain restructuring support agreement (the “Restructuring Support 

Agreement”) and/or any other agreements, certificates, instruments, powers of attorney, letters, 

forms of transfer, deeds and other documents in furtherance of a restructuring transaction or series 

of transactions by which Ascena Retail Group, Inc., a Delaware Corporation (“Ascena”) and 

certain of its subsidiaries (including the Company) would restructure their debt obligations and 

other liabilities, and (ii) the filing of a voluntary petition for relief under the provisions of chapter 

11 of title 11 of the United States Code, 11 U.S.C. §101 et seq. for the Company, and if applicable, 

local restructuring, insolvency, or recognition proceedings for the Company, pursuant to 

applicable law and in accordance with the requirements of the Company’s governing documents 

and applicable law ((i) and (ii) together, the “Restructuring Matters”), and has reviewed and 

considered certain materials presented by the management of the Company and the Company’s 

financial and legal advisors; including, but not limited to, materials regarding the liabilities and 

obligations of the Company, its liquidity, strategic alternatives available to it, and the effect of the 

foregoing on the Company’s business, and has had adequate opportunity to consult such persons 

regarding the materials presented, obtain additional information, and to fully consider each of the 

strategic alternatives available to the Company and it was therefore RESOLVED THAT: 

1. RESTRUCTURING SUPPORT AGREEMENT AND RESTRUCTURING

TRANSACTION

A. The Board has determined that it is in the best interest of the Company, its creditors, and

other parties in interest for the Board to authorize the Company to enter into the

Restructuring Support Agreement by and among the Company, certain of its affiliates,

certain consenting creditors, and certain consenting parties substantially in the form

presented to the Board on or in advance of the date hereof;

B. The Board acknowledges and believes that the Restructuring Support Agreement is

procedurally and substantively fair to the Company as contemplated by applicable law and

the Company’s governing documents, to the extent applicable;

C. Each of Carrie Teffner, Gary Muto, Daniel Lamadrid and Michael Veitenheimer is hereby

authorized and appointed to act as signatory on behalf of the Company in respect of the

Restructuring Matters (each, an “Authorized Person” and collectively, the “Authorized

Persons”), and each of the Authorized Persons, acting alone or with one or more other

Authorized Persons be, and hereby are, authorized and empowered to enter on behalf of

the Company into the Restructuring Support Agreement with such changes and in such

form as the Authorized Person or Authorized Persons executing the same shall in his or

their absolute discretion deem appropriate;

D. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and they hereby are, authorized and empowered to enter on behalf of the Company into

a restructuring transaction or series of restructuring transactions by which the Company

will restructure its debt obligations and other liabilities, including but not limited to the

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 20 of 28
restructuring transactions as described or contemplated by in the Restructuring Support 

Agreement (collectively, the “Restructuring Transactions”); 

E. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons 

be, and they hereby are, authorized and empowered to take or cause to be taken any and all 

such other and further action, and to execute (under the common seal of the Company, if 

appropriate), acknowledge, deliver, and file any and all such agreements, certificates, 

instruments, and other documents in furtherance of the Restructuring Transactions to which 

the Company is or will be a party, including, but not limited to, the Restructuring Support 

Agreement, to incur and pay or cause to be paid all fees and expenses and engage such 

persons, in each case, in the form or substantially in the form thereof submitted to the 

Authorized Persons, with such changes, additions and modifications thereto as the 

Authorized Persons executing the same shall, in their absolute discretion approve, such 

approval to be conclusively evidenced by such Authorized Person’s or Authorized Persons’ 

execution and delivery thereof; and 

F. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and they hereby are, authorized, directed and empowered in the name of, and on behalf 

of, the Company to take any and all actions to (i) obtain approval by a court of competent 

jurisdiction or any other applicable regulatory or governmental entity of the Restructuring 

Support Agreement in connection with the Restructuring Transactions, and (ii) obtain 

approval by any court of competent jurisdiction or any other applicable regulatory or 

governmental entity of any Restructuring Transactions.

2. VOLUNTARY PETITION FOR RELIEF UNDER APPLICABLE BANKRUPTCY 

LAW AND SEEKING NECESSARY RELIEF

A. In the judgment of the Board, it is desirable and in the best interest of the Company, its 

interest holders, its creditors, and other parties in interest, that the Company file or cause 

to be filed voluntary petitions for relief (the “Bankruptcy Petitions”) under the provisions 

of chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 et seq. (as amended, 

the “Bankruptcy Code”) for the Company and any of its subsidiaries, any applicable 

restructuring, insolvency, or recognition proceedings for the Company in any other 

jurisdiction; and, in accordance with the requirements in the Company’s governing 

documents and applicable law, and the Board hereby consents to, authorizes and approves, 

the filing of the Bankruptcy Petitions and the applicable proceedings in other jurisdictions, 

if any; and

B. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized to execute (under the common seal of the Company, if 

appropriate) and file on behalf of the Company and its subsidiaries and affiliates all 

petitions, schedules, lists, and other motions, papers, or documents, and to take any and all 

action that they deem necessary or proper to obtain such relief, including, but not limited 

to, any action necessary or proper to maintain the ordinary course operations of 

the Company’s or any of its subsidiary’s or affiliate’s businesses.

Case 20-33139-KRH Doc 1 Filed 07/23/20 Entered 07/23/20 07:13:02 Desc Main

Document Page 21 of 28
3. RETENTION OF PROFESSIONALS

A. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized, empowered and directed to employ the: (i) the law firm of 

Kirkland & Ellis LLP as general bankruptcy counsel; (ii) Guggenheim Securities, LLC, as 

financial advisor; (iii) Alvarez and Marsal North America, LLC, as restructuring advisor; 

and (iv) any other legal counsel, accountants, financial advisors, restructuring advisors or 

other professionals the Authorized Persons deem necessary, appropriate or advisable; each 

to represent and assist the Company in carrying out its duties and responsibilities and 

exercising its rights under the Bankruptcy Code and any other applicable law (including, 

but not limited to, the law firms filing any pleadings or responses); and in connection 

therewith, the Authorized Persons, acting alone or with one or more other Authorized 

Persons be, and hereby are authorized, empowered and directed, in accordance with the 

terms and conditions hereof, to execute (under the common seal of the Company, if 

appropriate) appropriate retention agreements, pay appropriate retainers, and to cause to be 

filed appropriate applications for authority to retain such services; and 

B. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized, empowered and directed to execute (under the common seal 

of the Company, if appropriate) and file all petitions, schedules, motions, lists, applications, 

pleadings, and other papers, and to perform such further actions and execute (under the 

common seal of the Company, if appropriate) such further documentation that 

the Authorized Persons in their absolute discretion deem necessary, appropriate or 

desirable in accordance with these resolutions.

4. USE OF CASH COLLATERAL

A. To the extent applicable to the Company, in the judgment of the Board, it is desirable and 

in the best interest of the Company, its interest holders, its creditors, and other parties in 

interest, to obtain the benefits from the use of cash collateral (as such term is defined in 

section 363(a) of the Bankruptcy Code), which is security for certain of the Company’s 

prepetition secured lenders under certain credit facilities by and among the Company, and 

the guarantors party thereto, the lenders party thereto (the “Prepetition Secured Lenders”);

B. To the extent applicable to the Company, each of the Authorized Persons be, and hereby 

is, authorized, directed and empowered in the name of, and on behalf of, the Company to 

seek approval of the use of cash collateral pursuant to a cash collateral order in interim and 

final form (a “Cash Collateral Order”), and, to the extent applicable to the Company, any 

Authorized Person be, and hereby is, authorized, empowered, and directed to negotiate, 

execute, and deliver any and all agreements, instruments, or documents, by or on behalf of 

the Company, necessary or advisable to implement the Cash Collateral Order, including 

providing for adequate protection (the “Adequate Protection Obligations”) to the 

Prepetition Secured Lenders in accordance with section 363 of the Bankruptcy Code, for 

the use of cash collateral in connection with the Company’s chapter 11 cases;

C. Each of the Authorized Persons be, and hereby is, authorized, directed, and empowered in 

the name of, and on behalf of, the Company to execute and deliver any amendments, 

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supplements, modifications, renewals, replacements, consolidations, substitutions, and 

extensions of the Cash Collateral Order or to do such other things which shall in his/her

absolute discretion be necessary, desirable, proper, or advisable to give effect to the 

foregoing resolutions, which determination shall be conclusively evidenced by his or their 

execution thereof.

5. DEBTOR-IN-POSSESSION FINANCING

A. The Company shall be, and hereby is, authorized by the Board to: (a) undertake any and 

all transactions necessary, desirable, proper, or advisable to effectuate (i) a senior secured, 

super-priority debtor-in-possession credit agreement (together with all exhibits, schedules, 

and annexes thereto, as amended, amended and restated, supplemented, or otherwise 

modified from time to time, the “DIP ABL Agreement”), by and among Ascena Retail 

Group, Inc., the subsidiaries of Ascena Retail Group, Inc. from time to time party thereto 

as Guarantors (including the Company), JPMorgan Chase Bank, N.A., as administrative 

agent and collateral agent (in such capacities, the “DIP ABL Agent”), and each lender from 

time to time party thereto (collectively, the “DIP ABL Lenders”), on substantially the terms 

and subject to the conditions set forth in the DIP ABL Agreement or as may hereafter be 

fixed or authorized by any Authorized Person, acting alone or with one or more other 

Authorized Persons; and (ii) a senior secured, super-priority debtor-in-possession credit 

agreement (together with all exhibits, schedules, and annexes thereto, as amended, 

amended and restated, supplemented, or otherwise modified from time to time, the “DIP 

Term Loan Agreement,” and together with the DIP ABL Agreement, the “DIP 

Agreements”), by and among Ascena Retail Group, Inc. from time to time party thereto as 

Guarantors (including the Company), and Alter Domus (US) LLC, as administrative agent 

(the “DIP Term Loan Agent,” and, together with the DIP ABL Agents, the “DIP Agents”),

and each lender from time to time party thereto (collectively, the “DIP Term Lenders,” and, 

together with the DIP ABL Lenders, the “DIP Lenders”); (b) borrow funds from, request 

the issuance of letters of credit, provide guaranties to, pledge its assets as collateral to and 

undertake any and all related transactions contemplated thereby (collectively, the 

“Financing Transactions”) with such DIP Lenders and on such terms as may be approved 

by any one or more of the Authorized Persons, as reasonably necessary for the continuing 

conduct of the affairs of the Company; (c) execute (under the common seal of the 

Company, if appropriate) and deliver and cause the Company to incur and perform its 

obligations under the DIP Agreements and Financing Transactions; (d) finalize the DIP 

Agreements and Financing Transactions, consistent in all material respects with those that 

have been presented to and reviewed by the Authorized Persons; and (e) pay related fees 

and grant security interests in and liens upon some, any or all of the Company’s assets, as 

may be deemed necessary by any one or more of the Authorized Persons in connection 

with such Financing Transactions; 

B. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons 

be, and they hereby are, authorized, directed and empowered in the name of, and on behalf 

of, the Company, as debtor and debtor-in-possession, to take such actions and negotiate or 

cause to be prepared and negotiated and to execute (under the common seal of the 

Company, if appropriate), file, deliver and cause the Company to incur and perform its 

obligations under the DIP Agreements and the “Loan Documents” (collectively, the “DIP 

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Loan Documents”), any hedging agreements, any secured cash management agreements, 

any agreements with any letter of credit issuer, and all other agreements, instruments and 

documents (including, without limitation, any and all other intercreditor agreement, 

joinders, mortgages, deeds of trust, deeds of covenants, consents, notes, pledge agreements, 

security agreements, control agreements, interest rate swaps, caps, collars or similar 

hedging agreement and any agreements with any entity (including governmental 

authorities) requiring or receiving cash collateral, letters of credit or other credit support 

with proceeds from the DIP Agreements) or any amendments thereto or waivers thereunder 

(including, without limitation, any amendments, waivers, supplements, modifications, 

renewals, replacements, consolidations, substitutions and extensions of the DIP 

Agreements or any of the other DIP Loan Documents) that may be contemplated by, or 

required in connection with, the DIP Loan Documents and the Financing Transactions 

(collectively, the “DIP Financing Documents”); incur and pay or cause to be paid all fees 

and expenses and engage such persons, in each case, as such Authorized Persons shall in 

their judgment determine to be necessary or appropriate to consummate the transactions 

contemplated by the DIP Loan Documents or the DIP Financing Documents, which 

determination shall be conclusively evidenced by his or her execution or delivery thereof; 

C. The form, terms and provisions of the DIP Credit Agreement and each of the other DIP 

Loan Documents be, and the same hereby are in all respects approved, and that any 

Authorized Persons are hereby authorized and empowered, in the name of and on behalf 

of the Company, to execute (under the common seal of the Company, if appropriate), 

deliver and file the DIP Agreements and each of the DIP Loan Documents to which the 

Company is a party, each in the form or substantially in the form thereof submitted to the 

Authorized Persons, with such changes, additions and modifications thereto as the 

Authorized Persons executing the same shall approve, such approval to be conclusively 

evidenced by such Authorized Person’s or Authorized Persons’ execution and delivery 

thereof;

D. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized and empowered to authorize the DIP Agents to file any UCC

financing statements, PPSA financing statements and any necessary assignments for 

security or other documents in the name of the Company that the DIP Agents deem 

necessary or appropriate to perfect any lien or security interest granted under the DIP Loan 

Documents, including any such UCC financing statement or PPSA financing statement 

containing a generic description of collateral, such as “all assets,” “all property now or 

hereafter acquired” and other similar descriptions of like import, and to execute (under the 

common seal of the Company, if appropriate) and deliver, and to record or authorize the 

recording of, such mortgages and deeds of trust in respect of real property of the Company, 

vessel mortgages, and such other filings in respect of intellectual and other property of the 

Company, in each case as the DIP Agents may reasonably request to perfect the security 

interests of the DIP Agents on behalf of itself and the other secured parties under the DIP 

Loan Documents;

E. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized and empowered to execute and deliver any amendments, 

supplements, modifications, renewals, replacements, consolidations, substitutions and 

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extensions of the DIP Agreements or any of the other DIP Loan Documents or any of the 

other DIP Financing Documents, and to execute and file on behalf of the Company all 

petitions, schedules, lists and other motions, papers or documents, which shall in his or her 

sole judgment be necessary, proper or advisable, which determination shall be conclusively 

evidenced by his or her execution thereof;

F. The Company and its affiliates will obtain substantial direct or indirect benefits from the 

incurrence of the loans under the DIP Agreements and the occurrence and consummation 

of the Financing Transactions under the DIP Agreements and the DIP Loan Documents 

and the transactions under the DIP Financing Documents, which are necessary and 

appropriate to the conduct, promotion and attainment of the business of the Company;

G. The form, terms, and provisions of the DIP Order to which the Company is or will be 

subject, and the actions and transactions contemplated thereby be, and hereby are 

authorized, adopted, and approved, and each of the Authorized Persons of the Company, 

acting alone or with one or more other Authorized Persons be, and hereby is, authorized 

and empowered, in the name of and on behalf of the Company, to take such actions and 

negotiate, or cause to be prepared and negotiated, and to execute (under the common seal 

of the Company, if appropriate), deliver, perform, and cause the performance of, the DIP 

Order and the DIP Financing Documents (together with the Interim DIP Order, 

collectively, the “DIP Documents”), incur and pay or cause to be paid all fees and expenses 

and engage such persons, in each case, in the form or substantially in the form thereof 

submitted to the Authorized Persons, with such changes, additions, and modifications 

thereto as the Authorized Persons of the Company executing the same shall approve, such 

approval to be conclusively evidenced by such Authorized Persons’ execution and delivery 

thereof;

H. The Company, as debtor and debtor-in-possession under the Bankruptcy Code be, and 

hereby is, authorized to incur the Adequate Protection Obligations and to undertake any 

and all related transactions on substantially the same terms as contemplated under the DIP 

Documents (collectively, the “Adequate Protection Transactions”); 

I. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized, directed, and empowered in the name of, and on behalf of, 

the Company, to take such actions as in their discretion is determined to be necessary, 

appropriate, or desirable and execute (under the common seal of the Company, if 

appropriate) the Adequate Protection Transactions, including delivery of: (a) the DIP 

Documents and such agreements, certificates, instruments, guaranties, notices, and any and 

all other documents, including, without limitation, any amendments to any DIP Documents 

(collectively, the “Adequate Protection Documents”); (b) such other instruments, 

certificates, notices, assignments, and documents as may be reasonably requested by the 

Agents; and (c) such forms of deposit, account control agreements, officer’s certificates, 

and compliance certificates as may be required by the DIP Documents or any other 

Adequate Protection Document; and 

6. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized, directed, and empowered in the name of, and on behalf of, 

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the Company, to take all such further actions, including, without limitation, to pay or 

approve the payment of all fees and expenses payable in connection with the Adequate 

Protection Transactions and all fees and expenses incurred by or on behalf of the Company 

in connection with these resolutions, in accordance with the terms of the Adequate 

Protection Documents, which shall in their sole judgment be necessary, appropriate, or 

desirable to perform any of the Company’s obligations under or in connection with the 

Interim DIP Order or any of the other Adequate Protection Documents and the transactions 

contemplated thereby and to carry out fully the intent of these resolutions.

7. BRAND PARTICIPATION AGREEMENT

A. The Board has determined that it may be desirable and in the best interest of the Company, 

its creditors, and other parties in interest for the Board to authorize the Company to enter 

into the Brand Participation Agreement, by and among the Company and SB360 Capital 

Partners, LLC, substantially in the form presented to the Board on or in advance of the date 

hereof (the “Brand Participation Agreement”); provided, that the Company entering into 

any such Brand Participation Agreement remains subject to a determination that such an 

agreement with respect to the Company is required in connection with the Restructuring 

Matters; and

B. The Board acknowledges and believes that the Brand Participation Agreement is 

procedurally and substantively fair to the Company as contemplated by applicable law and 

the Company’s governing documents, to the extent applicable.

8. WIND DOWN OF OPERATIONS

A. The Board has determined that it is in the best interest of the Company, its creditors, and 

other parties in interest to wind-down the brick-and-mortar operations of the “Catherines” 

brand and a substantial portion of the “Justice” brand in a manner consistent with the 

process described to the Board, with such modifications or in such other manner as may be 

necessary or appropriate to best maximize the value of the Company;

B. The Board has determined that the wind-down of the brick-and-mortar operations of the

“Catherines” brand and a substantial portion of the “Justice” brand as described to the 

Board, along with all corporate action and any documents and agreements necessary to 

implement such wind-downs be, and hereby are, in all respects authorized and approved; 

and

C. Each of the Authorized Persons be, and hereby is, authorized, directed, and empowered in 

the name of, and on behalf of, each Company to execute, deliver, and file any pleadings, 

motions, documents, agreements, or applications, pay appropriate amounts, or to take any 

other action which shall in his, her, or their absolute discretion be necessary, desirable, 

proper, or advisable to give effect to the foregoing resolutions, which determination shall 

be conclusively evidenced by his, her, or their execution thereof.

9. ASSET SALES IN CONNECTION WITH CHAPTER 11

A. Each of the Authorized Persons be, and hereby is, authorized and directed, and empowered 

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in the name of, and on behalf of the Company, to begin the process of auctioning or selling 

certain of the Company’s assets in conjunction with the chapter 11 filing and in connection 

therewith, each Authorized Person, with power of delegation, is hereby authorized and 

directed to execute any appropriate sale or other documents or retention agreements, pay 

appropriate retainers, and to cause to be filed appropriate applications for authority to retain 

the services of applicable agents.

10. FURTHER ACTIONS AND PRIOR ACTIONS

A. The Company hereby authorizes any direct or indirect subsidiary of the Company or any 

affiliate of the Company or any entity of which the Company or any subsidiary of such

Company is the sole member, general partner, managing member, or equivalent manager, 

as applicable, to take each of the actions described in these resolutions or any of the actions 

authorized in these resolutions, and none of the resolutions contained herein, or action 

taken in furtherance hereto, shall have or cause an adverse effect on any such subsidiary, 

affiliate, or the Company’s interest therein (including without limitation, any automatic 

dissolution, divestiture, dissociation, or like event under applicable law);

B. In addition to the specific authorizations heretofore conferred upon the Authorized Persons,

the Authorized Persons, either individually or as otherwise required by the Company’s 

governing documents and applicable law, be, and each of them hereby is, authorized to 

execute (under the common seal of the Company, if appropriate), acknowledge, deliver, 

and file any and all agreements, certificates, instruments, powers of attorney, letters, forms, 

transfer, deeds and other documents on behalf of the Company relating to the Restructuring 

Matters;

C. Each of the Authorized Persons, acting alone or with one or more other Authorized Persons

be, and hereby are, authorized and empowered, in the name of, and on behalf of, the 

Company, to take or cause to be taken any and all such other and further action, and to 

execute (under the common seal of the Company, if appropriate), acknowledge, deliver, 

and file any and all such agreements, certificates, instruments, and other documents and to 

pay all expenses, including but not limited to filing fees, in each case as in such Authorized 

Person’s or Authorized Persons’ absolute discretion, shall be necessary, appropriate, or 

desirable in order to fully carry out the intent and accomplish the purposes of the 

resolutions adopted herein;

D. Each of the Authorized Persons has received sufficient notice of the actions and 

transactions relating to the matters contemplated by the foregoing resolutions, as may be 

required by the organizational documents of the Company, or hereby waives any right to 

have received such notice;

E. All acts, actions, and transactions relating to the matters contemplated by the foregoing 

resolutions done in the name of and on behalf of the Company, which acts would have been 

approved by the foregoing resolutions except that such acts were taken before the adoption 

of these resolutions, are hereby in all respects approved, confirmed, ratified, and adopted

in all respects as the true acts and deeds of the Company with the same force and effect as 

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if each such act, transaction, agreement, or certificate had been specifically authorized in 

advance by the Board; and

F. Any Authorized Person, acting alone or together with one or more other Authorized

Persons be, and hereby is, authorized to do all such other acts, deeds and other things as 

the Company itself may lawfully do, in accordance with its governing documents and 

applicable law, howsoever arising in connection with the matters above, or in furtherance 

of the intentions expressed in the foregoing resolutions, including, but not limited to, the 

negotiation, finalization, execution (under the common seal of the Company, if 

appropriate) and delivery of any other agreements, certificates, instruments, powers of 

attorney, letters, forms, transfer, deeds and other documents whatsoever as the individual 

acting may in his/her absolute and unfettered discretion approve, deem or determine 

necessary, appropriate or advisable, such approval, deeming or determination to be 

conclusively evidenced by said individual taking such action or the execution thereof.

* * * *

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