WEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

------------------------------------------------------------ x

:

In re : Chapter 11

:

CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP)

:

Debtors.1: (Jointly Administered)

:

------------------------------------------------------------ x

STATEMENT OF FINANCIAL AFFAIRS FOR

J. CREW INTERNATIONAL BRAND, LLC (CASE NO. 20-32197)

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos 

Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew 

Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew 

International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC 

(7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. 

Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate 

headquarters and service address is 225 Liberty St., New York, NY 10281.

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GLOBAL NOTES AND STATEMENTS OF LIMITATIONS, METHODOLOGY, 

AND DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF 

ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

Chinos Holdings, Inc. and its debtor affiliates, as debtors and debtors in possession in the 

above-captioned chapter 11 cases (collectively, the “Debtors”), are filing their respective 

Schedules of Assets and Liabilities (each, a “Schedule,” and collectively, the “Schedules”) and 

Statements of Financial Affairs (each, a “Statement” and collectively, the “Statements”) in the 

United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division

(the “Bankruptcy Court”) pursuant to section 521 of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”).

These Global Notes and Statements of Limitations, Methodology, and Disclaimer 

Regarding the Debtors’ Schedules and Statements (collectively, the “Global Notes”) pertain to, 

and are incorporated by reference in, and comprise and integral part of all of the Schedules and 

Statements. The Global Notes are in addition to the specific notes set forth below with respect to 

the Schedules and Statements (the “Specific Notes,” and, together with the Global Notes, 

the “Notes”). These Notes should be referred to, and referenced in connection with, any review 

of the Schedules and Statements.

The Debtors’ management prepared the Schedules and Statements with the assistance of 

their advisors and other professionals. The Schedules and Statements are unaudited and subject to 

potential adjustment. In preparing the Schedules and Statements, the Debtors relied on financial 

data derived from their books and records that was available at the time of preparation. The 

Debtors’ management team and advisors have made reasonable efforts to ensure that the Schedules 

and Statements are as accurate and complete as possible under the circumstances; however, 

subsequent information or discovery may result in material changes to the Schedules and 

Statements and errors or omissions may exist. Notwithstanding any such discovery, new 

information, or errors or omissions, the Debtors do not undertake any obligation or commitment 

to update the Schedules and Statements.

The Debtors reserve all rights to amend or supplement the Schedules and Statements from 

time to time, in all respects, as may be necessary or appropriate, including the right to dispute or 

otherwise assert offsets or defenses to any claim reflected on the Schedules and Statements as to 

amount, liability, classification, identity of Debtor, or to otherwise subsequently designate any 

claim as “disputed,” “contingent,” or “unliquidated.” Furthermore, nothing contained in the 

Schedules, Statements, or Notes shall constitute a waiver of any of the Debtors’ rights or an 

admission with respect to their chapter 11 cases, including any issues involving objections to 

claims, substantive consolidation, equitable subordination, defenses, characterization or recharacterization of contracts and leases, assumption or rejection of contracts and leases under the 

provisions of chapter 3 of the Bankruptcy Code, causes of action arising under the provisions of 

chapter 5 of the Bankruptcy Code, or any other relevant applicable laws to recover assets or avoid 

transfers.

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Global Notes and Overview of Methodology

The Schedules, Statements, and Notes should not be relied upon by any persons for 

information relating to current or future financial conditions, events, or performance of any 

of the Debtors or their affiliates.

1. Description of the Cases. On May 4, 2020 (the “Petition Date”), each of the 

Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code. 

The Debtors are authorized to operate their businesses and manage their properties 

as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. On May 5, 2020, the Bankruptcy Court entered an order authorizing the joint 

administration of the chapter 11 cases pursuant to Bankruptcy Rule 1015(b)

[Docket No. 99]. Notwithstanding the joint administration of the Debtors’ cases 

for procedural purposes, each Debtor has filed its own Schedules and Statements. 

On May 13, 2020, the United States Trustee for the Eastern District of Virginia, 

Richmond Division (the “U.S. Trustee”) appointed an official committee of 

unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code 

(the “Creditors’ Committee”).

2. Basis of Presentation. For financial reporting purposes, the Debtors generally

prepare consolidated financial statements, which include information for the

Debtors and their non-Debtor affiliates. The Schedules and Statements are 

unaudited and reflect the Debtors’ reasonable efforts to report certain financial 

information of each Debtor on an unconsolidated basis. These Schedules and 

Statements neither purport to represent financial statements prepared in accordance 

with Generally Accepted Accounting Principles in the United States (“GAAP”), 

nor are they intended to be fully reconciled with the financial statements of each

Debtor.

The Debtors used reasonable efforts to attribute the assets and liabilities, certain 

required financial information, and various cash disbursements to each particular 

Debtor entity. Because the Debtors’ accounting systems, policies, and practices

were developed for consolidated reporting purposes rather than for reporting by 

legal entity, however, it is possible that not all assets and liabilities have been 

recorded with the correct legal entity on the Schedules and Statements. 

Specifically, the Debtors do not account for accounts payable and payments to 

individual creditors on a legal entity basis. Substantially all payments are made by 

J. Crew Operating Corp. on behalf of the various entities and therefore are presented 

as such in the Schedules and Statements. Intercompany receivables and payables 

are created to account for these transactions by legal entity. Therefore, unless 

indicated otherwise, scheduled claims are listed as a liability of J. Crew Operating 

Corp. The Debtors reserve all rights to supplement and amend the Schedules and 

Statements in this regard, including with respect to reallocation of assets or 

liabilities to any particular entity.

3. Reporting Date. Unless otherwise noted on the specific responses, the Schedules

and Statements generally reflect the Debtors’ books and records as of the close of

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business on the Petition Date. The liability values are as of the Petition Date, 

adjusted for authorized payments made under the First Day Orders (as defined 

below).

4. Current Values. Unless otherwise noted on the specific responses, the assets and 

liabilities of each Debtor are listed in the Schedules and Statements on the basis of 

the net book value of the asset or liability in the respective Debtor’s accounting

books and records. 

5. Confidentiality. There may be instances where certain information was not

included or redacted due to the nature of an agreement between a Debtor and a third 

party, concerns about the confidential or commercially sensitive nature of certain 

information, or to protect the privacy of an individual.

6. Consolidated Entity Accounts Payable and Disbursement Systems. As

described in the Motion of Debtors for Entry of Interim and Final Orders 

(I) Authorizing Debtors to (A) Continue Participating In Existing Cash 

Management System, and Using Bank Accounts and Business Forms, and 

(B) Continue Intercompany Transactions, (II) Providing Administrative Expense 

Priority for Postpetition Intercompany Claims, (III) Extension of Time to Comply 

with Requirements of 11 U.S.C. § 345(b), and (IV) Granting Related Relief [Docket 

No. 7], the Debtors utilize an integrated, centralized cash management system, in 

the ordinary course of business, to collect, concentrate, and disburse funds 

generated by their operations (the “Cash Management System”). The Debtors 

maintain a master concentration account to pay the Debtors’ obligations through 

the following accounts: (a) disbursement accounts, (b) payroll account, 

(c) investment accounts, (d) open account and letter of credit account, and (e) nondebtor cash management systems.

In the ordinary course of business, the Debtors maintain business relationships

among each other, which result in intercompany receivables and payables 

(the “Intercompany Claims”) arising from intercompany transactions 

(the “Intercompany Transactions”). As set forth more fully in the Cash 

Management Motion, Intercompany Transactions primarily relate to income taxes 

or fees charged by certain Debtors or non-Debtor affiliates to other Debtors or nonDebtor affiliates on account of the intercompany provision of goods or services. 

Historically, Intercompany Claims are not settled by actual transfers of cash among 

the Debtors. Instead, the Debtors track all Intercompany Transactions in their 

centralized accounting system, which concurrently are recorded on the applicable 

Debtors’ balance sheets and regularly reconciled. The Debtors’ accounting system 

requires that all general ledger entries be balanced at the legal entity level, with 

certain legal entities consolidated. Unless otherwise noted, the Debtors have 

reported the intercompany receivables and intercompany payables among the 

Debtors as assets on Schedule A/B or as liabilities on Schedule E/F, as appropriate.

7. Accuracy. The financial information disclosed herein was not prepared in

accordance with federal or state securities laws or other applicable nonbankruptcy

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law or in lieu of complying with any periodic reporting requirements thereunder. 

Persons and entities trading in or otherwise purchasing, selling, or transferring the 

claims against or equity interests in the Debtors should evaluate this financial 

information in light of the purposes for which it was prepared. The Debtors are not 

liable for and undertake no responsibility to indicate variations from securities laws 

or for any evaluations of the Debtors based on this financial information or any 

other information.

8. Net Book Value of Assets. In many instances, current market valuations are not

maintained by or readily available to the Debtors. As such, wherever possible, net 

book values as of the Petition Date are presented. Amounts ultimately realized 

based on market valuations may vary materially from net book value (or other value 

so ascribed). Accordingly, the Debtors reserve all rights to amend, supplement, 

and adjust the asset values set forth in the Schedules and Statements. As applicable, 

fixed assets and leasehold improvement assets that fully have been depreciated or 

amortized, or were expensed for GAAP accounting purposes, have no net book 

value, and, therefore, are not included in the Schedules and Statements.

9. Undetermined Amounts. Claim amounts that could not readily be quantified by 

the Debtors are scheduled as “undetermined,” “unknown,” or “N/A.” The 

description of an amount as “undetermined,” “unknown,” or “N/A” is not intended 

to reflect upon the materiality of the amount.

10. Excluded Assets and Liabilities. The Debtors believe that they have identified, 

but did not necessarily value, all material categories of assets and liabilities in the 

Schedules. The Debtors have excluded the following items from the Schedules and 

Statements: certain accrued liabilities, including accrued salaries and wages, 

employee benefit accruals, and certain other accruals, certain prepaid and other 

current assets considered to have de minimis or no market value. Other immaterial 

assets and liabilities may also have been excluded.

11. Totals. All totals that are included in the Schedules and Statements represent totals 

of all the known amounts included in the Schedules and Statements and exclude 

items identified as “unknown” or “undetermined.” If there are unknown or 

undetermined amounts, the actual totals may be materially different from the listed 

totals.

12. Currency. All amounts shown in the Schedules and Statements are in U.S. Dollars, 

unless otherwise indicated.

13. Payment of Prepetition Claims Pursuant to First Day Orders. The Debtors 

have authority to pay certain outstanding prepetition payables pursuant to certain 

orders by the Bankruptcy Court entered in connection with the Debtors’ chapter 11 

cases authorizing the Debtors to pay certain prepetition amounts (collectively, the 

“First Day Orders”). As such, outstanding liabilities may have been reduced by 

any court-approved postpetition payments made on prepetition payables. If these 

liabilities have been satisfied, they are not listed in the Schedules and Statements

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unless otherwise noted. If the Debtors later pay any amount of the claims listed in 

the Schedules and Statements pursuant to any orders entered by the Bankruptcy 

Court, the Debtors reserve all rights to amend or supplement the Schedules and 

Statements or to take other action, such as filing claims objections, as is necessary 

and appropriate to avoid overpayment or duplicate payments for liabilities.

14. Other Paid Claims. If the Debtors have reached any postpetition settlement with 

a vendor or other creditor that expressly supersedes the Schedules and Statements 

or that was entered into after filing of the Schedules and Statements, the terms of 

such settlement will prevail, supersede amounts listed in the Debtors’ Schedules 

and Statements, and shall be enforceable by all parties, subject to Bankruptcy Court 

approval.

15. Setoffs. The Debtors routinely incur certain setoffs from customers and suppliers

in the ordinary course of business. Setoffs in the ordinary course can result from

various items including, but not limited to, pricing discrepancies, customer 

programs, returns, promotional funding, and other disputes between the Debtors 

and their customers and suppliers. These routine setoffs are consistent with the 

ordinary course of business in the Debtors’ industry, and, therefore, can be 

particularly voluminous, unduly burdensome, and costly for the Debtors to 

regularly document. Therefore, although such setoffs and other similar rights may 

have been accounted for when scheduling certain amounts, these ordinary course 

setoffs are not independently accounted for, and, as such, are excluded from the 

Debtors’ Schedules and Statements. Any setoff of a prepetition debt to be applied 

against the Debtors is subject to the automatic stay and must comply with section 

553 of the Bankruptcy Code.

16. Inventory. Merchandise inventories are carried at the lower of average cost or net 

realizable value. The Debtors capitalize certain design, purchasing and 

warehousing costs in inventory. The Debtors evaluate all of their inventories to 

determine excess inventories based on estimated future sales. Based on historical 

results experienced through various methods of disposition, the Debtors write down 

the carrying value of inventories that are not expected to be sold at or above cost. 

Additionally, the Debtors reduce the cost of inventories based on an estimate of lost 

or stolen items each period. 

17. Property, Plant and Equipment. Property and equipment are stated at cost and 

are depreciated over the estimated useful lives using the straight-line method. 

Buildings and improvements are depreciated over estimated useful lives of twenty 

years. Furniture, fixtures and equipment are depreciated over estimated useful 

lives, ranging from three to ten years. Leasehold improvements are depreciated 

over the shorter of their useful lives or related lease terms (without consideration 

of optional renewal periods). The Debtors capitalize certain costs (included in 

fixtures and equipment) related to the acquisition and development of software and 

amortizes these costs using the straight-line method over the estimated useful life 

of the software, which is three to five years. Certain development costs not meeting

the criteria for capitalization are expensed as incurred.

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18. Debtors’ Reservation of Rights. Nothing contained in the Schedules, Statements, 

or Notes shall constitute a waiver of rights with respect to these chapter 11 cases, 

including the following:

a. Any failure to designate a claim listed on the Debtors’ Schedules and

Statements as “disputed,” “contingent,” or “unliquidated” does not

constitute an admission by the Debtors that such amount is not “disputed,” 

“contingent,” or “unliquidated.” The Debtors reserve the right to dispute

and to assert setoff rights, counterclaims, and defenses to any claim

reflected on the Schedules as to amount, liability, and classification, and to

otherwise subsequently designate any claim as “disputed,” “contingent,” or 

“unliquidated.”

b. Notwithstanding that the Debtors have made reasonable efforts to correctly 

characterize, classify, categorize, or designate certain claims, assets, 

executory contracts, unexpired leases, and other items reported in the 

Schedules and Statements, the Debtors nonetheless may have improperly 

characterized, classified, categorized, or designated certain items. The 

Debtors thus reserve all rights to recharacterize, reclassify, recategorize, or 

redesignate items reported in the Schedules and Statements at a later time 

as is necessary and appropriate.

c. The listing of a claim (i) on Schedule D as “secured,” (ii) on Schedule E/F

(Part 1) as “priority,” (iii) on Schedule E/F (Part 2) as “unsecured,” or 

(iv) listing a contract or lease on Schedule G as “executory” or “unexpired”

does not constitute an admission by the Debtors of the legal rights of the

claimant, or a waiver of the Debtors’ rights to recharacterize or reclassify

such claim or contract pursuant to a schedule amendment, claim objection

or otherwise. Moreover, although the Debtors may have scheduled claims

of various creditors as secured claims for informational purposes, no current 

valuation of the Debtors’ assets in which such creditors may have a security 

interest has been undertaken. Except as provided in an order of the

Bankruptcy Court, the Debtors reserve all rights to dispute and challenge 

the secured nature or amount of any such creditor’s claims or the

characterization of the structure of any transaction, or any document or

instrument related to such creditor’s claim.

d. In the ordinary course of their business, the Debtors lease equipment and

other assets from certain third-party lessors for use in the daily operation of 

their business. The Debtors have made commercially reasonable efforts to 

list any such leases in Schedule G, and any current amounts due under such 

leases that were outstanding as of the Petition Date are listed on Schedule 

E/F. Except as otherwise noted herein, the property subject to any such 

leases is not reflected in Schedule A/B as either owned property or assets of 

the Debtors, and neither is such property or assets of third parties within the 

control of the Debtors. Nothing in the Schedules is or shall be construed as 

an admission or determination as to the legal status of any lease (including

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whether any lease is a true lease or a financing arrangement), and the

Debtors reserve all rights with respect to any of such issues, including the

recharacterization thereof.

e. The claims of individual creditors for, among other things, goods, products, 

services or taxes are listed as the amounts entered on the Debtors’ books 

and records and may not reflect credits, allowances or other adjustments due 

from such creditors to the Debtors. The Debtors reserve all of their rights 

with regard to such credits, allowances and other adjustments, including the 

right to assert claims objections and setoffs with respect to the same.

f. The Debtors’ businesses are part of a complex enterprise. Although the

Debtors have exercised their reasonable efforts to ensure the accuracy of

their Schedules and Statements, they nevertheless may contain errors and

omissions. The Debtors hereby reserve all of their rights to dispute the

validity, status, and enforceability of any contracts, agreements, and leases 

identified in the Debtors’ Schedules and Statements, and to amend and

supplement the Schedules and Statements as necessary.

g. The Debtors further reserve all of their rights, claims, and causes of action

with respect to the contracts and agreements listed on the Schedules and

Statements, including the right to dispute and challenge the characterization 

or the structure of any transaction, document, and instrument related to a 

creditor’s claim.

h. The Debtors exercised their reasonable efforts to locate and identify

guarantees and other secondary liability claims (the “Guarantees”) in their

executory contracts, unexpired leases, secured financings, debt instruments, 

and other agreements. When such Guarantees have been identified, they 

are included in the relevant Schedules and Statements. Guarantees 

embedded in the Debtors’ executory contracts, unexpired leases, secured 

financings, debt instruments, and other agreements may have been omitted

inadvertently. Thus, the Debtors reserve their rights to amend and 

supplement the Schedules and Statements to the extent that additional 

Guarantees are identified. In addition, the Debtors reserve the right to 

amend the Schedules and Statements to re-characterize and reclassify any 

such contract or claim.

i. Listing a contract or lease on the Debtors’ Schedules and Statements shall

not be deemed an admission that such contract is an executory contract,

such lease is an unexpired lease, or that either necessarily is a binding, valid, 

and enforceable contract. The Debtors hereby expressly reserve the right to 

assert that any contract listed on the Debtors’ Schedules and Statements 

does not constitute an executory contract within the meaning of section 365 

of the Bankruptcy Code, and the right to assert that any lease so listed does 

not constitute an unexpired lease within the meaning of section 365 of the 

Bankruptcy Code.

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j. Exclusion of certain intellectual property should not be construed to be an 

admission that such intellectual property rights have been abandoned, have 

been terminated or otherwise expired by their terms, or have been assigned 

or otherwise transferred pursuant to a sale, acquisition, or other transaction.

Conversely, inclusion of certain intellectual property should not be 

construed to be an admission that such intellectual property rights have not 

been abandoned, have not been terminated or otherwise expired by their 

terms, or have not been assigned or otherwise transferred pursuant to a sale, 

acquisition, or other transaction.

19. Global Notes Control. If the Schedules or Statements differ from any of the 

foregoing Global Notes, the Global Notes shall control.

Specific Notes with Respect to the Debtors’ Schedules

1. Schedule A/B.

a. A/B.3. As set forth more fully in the Cash Management Motion, the

Debtors conduct their operations through an extensive network of bank 

accounts. The values provided for in Schedule A/B, Item 3 for each account 

for a given Debtor reflects the ending cash balance of such account as of the 

Petition Date.

b. A/B.10–12. Consistent with the Debtors’ financial reporting practices, 

certain current assets, including credit card receivables, wholesale

receivables, corporate receivables, and any allowances thereof provided for 

in Schedule A/B, Items 11 and 12 are as of the Petition Date. Intercompany 

receivables have been listed as “Other property” under Schedule A/B, Item 

77.

c. A/B.15. Equity interests in subsidiaries and affiliates primarily arise from 

common stock ownership or member interests. For purposes of these 

Schedules, the Debtors have assigned an ownership percentage for the 

equity interests of all of their direct subsidiaries.

d. A/B.18–26. Schedule A/B, Items 18–26 identifies the estimated value of

the Debtors’ inventories. Included within the estimated values are various 

reserves and capitalized balances that the Debtors attribute to the total value 

of inventory as included within their books and records, such as on account 

of slow moving goods, shrinkage and markdowns.

e. A/B.54–58. The Debtors considered only real property owned in 

responding to Schedule A/B, Items 54–58. However, the Debtors’ real 

property leases are listed in Schedule G and are incorporated into Schedule 

A/B, Items 54-58 by reference. The Debtors’ real property leases for retail 

store locations are listed on Schedule G for Chinos Holdings, Inc.; J. Crew 

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Group, Inc.; J. Crew Operating Corp.; Grace Holmes, Inc.; J. Crew Inc.; 

Madewell Inc.; H.F.D. No. 55, Inc.

f. A/B.59–65. The Debtors have not listed the value of the items listed in 

Schedule A/B, Items 59–65 because the values on the Debtors’ books and 

records may not accurately reflect their value in the marketplace.

Additionally, certain of the Debtors have customer information from loyalty

programs, customer accounts, in-store and online sales, as well as 

information collected from the Debtors’ websites and third-party partners,

which information includes personally identifiable information. The 

Debtors maintain certain records in the ordinary course of business, but do 

not sell these lists. Due to privacy laws, the Debtors’ privacy policy, and 

the need to protect confidential information and individual privacy, the 

Debtors have not furnished any customer lists on their Schedules.

g. A/B.72. The Debtors file consolidated federal tax returns, as well as certain 

of their state tax returns, under Chinos Holdings, Inc. Consequently, the 

Debtors maintain net and current book operating losses, carryforwards of 

disallowed business interest expense, and carryforwards of unused general 

business credits, in each case, from consolidated tax filings made by Chinos 

Holdings, Inc. (“Tax Assets”), and such Tax Assets are listed only under 

Item 72 of Schedule A/B for Chinos Holdings, Inc. Additionally, the values 

of the Tax Assets listed in Schedule A/B, Item 72 reflect the amounts listed 

in the Debtors’ books and records, and may reflect amounts accumulated 

for more than one tax year.

h. A/B.70–77. Despite exercising their commercially reasonable efforts to 

identify all known assets, the Debtors may not have listed all of their causes 

of action or potential causes of action against third parties as assets in their

Schedules. Unless otherwise noted on specific responses, items reported on 

Schedule A/B are reported from the Debtors’ books and records as of the 

Petition Date. The Debtors reserve all of their rights with respect to any 

claims and causes of action they may have. Neither these Notes nor the 

Schedules shall be deemed a waiver of any such claims or causes of action 

or to prejudice or impair the assertion thereof in any way.

If a Debtor has received an intercompany receivable, such amount has been 

listed on Item 77, Schedule A/B for such Debtor. Correspondingly, if a 

Debtor is obligated on account of an intercompany payable, such amount 

has been listed on Schedule E/F, Part 2 for such Debtor.

2. Schedule D. The claims listed on Schedule D, as well as the guarantees of those

claims listed on Schedule H, arose and were incurred on various dates; a

determination of the date upon which each claim arose or was incurred would be

unduly burdensome and cost prohibitive. Accordingly, not all such dates are

included for each claim. To the best of the Debtors’ knowledge, all claims listed

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on Schedule D arose or were incurred before the Petition Date. The amounts in 

Schedule D are consistent with the Debtors’ stipulations set forth in the Final Order 

(I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the 

Debtors to Use Cash Collateral, (III) Granting Liens and Providing Superpriority

Administrative Expense Claims, (IV) Granting Adequate Protection to Prepetition 

Secured Parties, (V) Modifying Automatic Stay, and (VI) Granting Related Relief

[Docket No. 447] (the “DIP Order”), which are subject to investigation and 

challenge by the Creditors’ Committee or other parties in interest, all as more fully 

set forth in the DIP Order.

Except as otherwise agreed to or stated pursuant to a stipulation, agreed order, or

general order entered by the Bankruptcy Court that is or becomes final, including

the DIP Order, the Debtors and their estates reserve their right to dispute and

challenge the validity, perfection, or immunity from avoidance of any lien

purported to be granted or perfected in any specific asset to a creditor listed on

Schedule D of any Debtor and, subject to the foregoing limitations, note as follows: 

(a) although the Debtors may have scheduled claims of various creditors as secured 

claims for informational purposes, no current valuation of the Debtors’ assets in 

which such creditors may have a lien has been undertaken; (b) the Debtors have 

included the results of UCC lien searches performed prior to the Petition Date (the 

reporting of such results, however, shall not be deemed an admission as to the 

validity or existence of any such lien); (c) the Debtors reserve all rights to dispute 

and challenge the secured nature of any creditor’s claim or the characterization of 

the structure of any such transaction or any document or instrument related to such 

creditor’s claim; and (d) the descriptions provided on Schedule D only are intended 

to be a summary. Reference to the applicable loan agreements and related 

documents is necessary for a complete description of the collateral and the nature, 

extent, and priority of any liens.

Detailed descriptions of the Debtors’ prepetition debt structure and descriptions of

collateral relating to the debt contained on Schedule D are contained in the

Declaration of Michael J. Nicholson in Support of Debtors’ Chapter 11 Petitions 

and First Day Relief [Docket No. 6] (the “First Day Declaration”). 

The Debtors have listed only the administrative agent or indenture trustee for their

funded secured indebtedness, but each of these secured claims are owned or 

beneficially controlled by a number of parties that may not be identified in the 

Schedules and Statements.

Except as specifically stated herein, real property lessors, equipment lessors, utility 

companies, and other parties which may hold security deposits or other security 

interests have not been listed on Schedule D. The Debtors have not listed on 

Schedule D any parties whose claims may be secured through rights of setoff,

deposits, or advance payments posted by, or on behalf of, the Debtors, or judgment 

or statutory lien rights.

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3. Schedule E/F

a. (Part 1). The claims listed on Schedule E/F (Part 1) arose and were incurred 

on various dates; a determination of the date upon which each claim arose 

or was incurred would be unduly burdensome and cost prohibitive. 

Accordingly, not all such dates are included for each claim. To the best of 

the Debtors’ knowledge, all claims listed on Schedule E/F arose or were 

incurred before the Petition Date.

The Debtors have not listed certain wage, or wage-related obligations that

the Debtors have paid pursuant to First Day Orders on Schedule E/F. The 

Debtors reserve the right to dispute or challenge whether creditors listed on 

Schedule E/F are entitled to priority status pursuant to sections 503 and 507

of the Bankruptcy Code.

Claims owing to various taxing authorities to which the Debtors potentially 

may be liable are included on the Debtors’ Schedule E/F. Certain of such 

claims, however, may be subject to ongoing audits and the Debtors 

otherwise are unable to determine with certainty the amount of the 

remaining claims listed on Schedule E/F. Therefore, the Debtors have listed 

all such claims as disputed, contingent, and unliquidated, pending final 

resolution of ongoing audits or other outstanding issues.

The Debtors reserve the right to assert that any claim listed on Schedule E/F 

does not constitute a priority claim under the Bankruptcy Code.

b. (Part 2). The Debtors have exercised their commercially reasonable efforts 

to list all liabilities on Schedule E/F of each applicable Debtor. As a result 

of the Debtors’ consolidated operations, however, the reader should review

Schedule E/F for all Debtors in these cases for a complete understanding of 

the unsecured debts of the Debtors. Certain creditors listed on Schedule E/F 

may owe amounts to the Debtors, and, as such, the Debtors may have valid 

setoff and recoupment rights with respect to such amounts. The amounts 

listed on Schedule E/F may not reflect any such right of setoff or

recoupment, and the Debtors reserve all rights to assert the same and to 

dispute and challenge any setoff and recoupment rights that may be asserted 

against the Debtors by a creditor. Additionally, certain creditors may assert 

mechanic’s, materialman’s, or other similar liens against the Debtors for 

amounts listed on Schedule E/F. The Debtors reserve their rights to dispute 

and challenge the validity, perfection, and immunity from avoidance of any 

lien purported to be perfected by a creditor listed on Schedule E/F of any 

Debtor. In addition, certain claims listed on Schedule E/F (Part 2) may be 

entitled to priority under 11 U.S.C. § 503(b)(9).

The Debtors have made reasonable efforts to include all unsecured creditors 

on Schedule E/F including, but not limited to, lease counterparties, taxing 

authorities, trade creditors, and service providers. The amounts listed in 

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13

Schedule E/F with respect to certain trade creditors are consistent with the 

Debtors’ stipulations set forth in each such creditors’ ongoing trade 

agreement, as applicable.1 The Debtors have made reasonable efforts to 

include certain balances on Schedule E/F, including deferred liabilities, 

accruals, or general reserves, but may not have included all balances where 

impracticable. Such amounts are, however, reflected on the Debtors’ books 

and records as required in accordance with GAAP. Such accruals primarily 

represent general estimates of liabilities and do not represent specific claims 

as of the Petition Date. The Debtors have made reasonable efforts to include 

as contingent, unliquidated and disputed the claim of any party not included 

on the Debtors’ open accounts payable that is associated with an account 

that has an accrual or receipt not invoiced.

Schedule E/F also contains information regarding pending litigation

involving the Debtors. In certain instances, the relevant Debtor that is the

subject of the litigation is unclear or undetermined. To the extent that

litigation involving a particular Debtor has been identified, however, such

information is included on that Debtor’s Schedule E/F. The amounts for

these potential claims are listed as undetermined and marked as contingent, 

unliquidated, and disputed in the Schedules.

The aggregate net intercompany payable amounts listed in Schedule E/F 

may or may not result in allowed or enforceable claims by or against a given 

Debtor, and listing these payables is not an admission on the part of the 

Debtors that the Intercompany Claims are enforceable or collectable. The 

intercompany payables also may be subject to recoupment, netting, or other 

adjustments made pursuant to intercompany policies and arrangements not 

reflected in the Schedules.

Additionally, the Bankruptcy Court has authorized the Debtors to pay, in 

their discretion, certain unsecured claims, pursuant to the First Day Orders. 

To the extent practicable, each Debtor’s Schedule E/F is intended to reflect 

the balance as of the Petition Date, adjusted for postpetition payments of 

some or all of the Bankruptcy Court-approved payments. Each Debtor’s

Schedule E/F will reflect some of the Debtor’s payments of certain claims

pursuant to the First Day Orders, and, to the extent an unsecured claim has 

been paid or may be paid, it is possible such claim is not included on 

Schedule E/F. Certain Debtors may pay additional claims listed on 

Schedule E/F during these Chapter 11 cases pursuant to these and other 

orders of the Bankruptcy Court and the Debtors reserve all of their rights to 

update Schedule E/F to reflect such payments or to modify the claims 

1 Further information and a form of the Debtors’ ongoing trade agreements is set forth in the Debtors’ Final Order 

(I) Authorizing Debtors to Pay Certain Prepetition Claims, Lien Claims, and 503(b)(9) Claims, (II) Confirming 

Administrative Expense Priority of Undisputed Prepetition Orders, and (III) Granting Related Relief [Docket No. 

384]. 

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14

register to account for the satisfaction of such claim. Additionally, Schedule 

E/F does not include potential rejection damage claims, if any, of the

counterparties to executory contracts and unexpired leases that have been,

or may be, rejected.

4. Schedule G. Although reasonable efforts have been made to ensure the accuracy

of Schedule G regarding executory contracts and unexpired leases (collectively,

the “Agreements”), review is ongoing and inadvertent errors, omissions or 

overinclusion may have occurred. The Debtors may have entered into various other

types of Agreements in the ordinary course of their businesses, such as indemnity

agreements, supplemental agreements, and amendments/letter agreements that may 

not be set forth in Schedule G. In addition, as described herein, certain nondisclosure agreements and or other confidential information have been omitted, as 

well as certain short-term purchase and sales orders given their large number and 

transitory nature.

Omission of an agreement from Schedule G does not constitute an admission that 

such omitted agreement is not an executory contract or unexpired lease. Schedule 

G may be amended at any time to add any omitted Agreements. Likewise, the 

listing of an Agreement on Schedule G does not constitute an admission that such 

Agreement is an executory contract or unexpired lease or that such Agreement was 

in effect on the Petition Date or is valid or enforceable. The Agreements listed on

Schedule G may have expired or may have been modified, amended, or

supplemented from time to time by various amendments, restatements, waivers,

estoppel certificates, letter and other documents, instruments and agreements that

may not be listed on Schedule G. Executory agreements that are oral in nature have 

not been included in Schedule G. Any and all of the Debtors’ rights, claims and 

causes of action with respect to the Agreements listed on Schedule G are hereby 

reserved and preserved, and as such, the Debtors hereby reserve all of their rights 

to (i) dispute the validity, status, or enforceability of any Agreements set forth on 

Schedule G, (ii) dispute or challenge the characterization of the structure of any 

transaction, or any document or instrument related to a creditor’s claim, including, 

but not limited to, the Agreements listed on Schedule G and (iii) to amend or 

supplement such Schedule as necessary. Certain of the Agreements listed on 

Schedule G may have been entered into on behalf of more than one of the Debtors. 

Additionally, the specific Debtor obligors to certain of the Agreements may not 

have been specifically ascertained in every circumstance. In such cases, the 

Debtors have made reasonable efforts to identify the correct Debtor’s Schedule G 

on which to list the Agreement and, where a contract party remained uncertain, 

such Agreement may have been listed on a different Debtor’s Schedule G.

5. Schedule H. The Debtors are party to various debt agreements, which were

executed by multiple Debtors. The obligations of guarantors under prepetition, 

secured credit agreements are noted on Schedule H for each individual debtor. In 

the ordinary course of their businesses, the Debtors are involved in pending or 

threatened litigation and claims arising out of the conduct of their businesses. Some 

of these matters may involve multiple plaintiffs and defendants, some or all of 

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15

whom may assert cross-claims and counter-claims against other parties. Because 

such claims are listed on each Debtor’s Schedule E/F and Statement 7, as 

applicable, they have not been set forth individually on Schedule H. Furthermore, 

the Debtors may not have identified certain guarantees that are embedded in the 

Debtors’ executory contracts, unexpired leases, secured financings, debt 

instruments and other such agreements. No claim set forth on the Schedules and 

Statements of any Debtor is intended to acknowledge claims of creditors that are 

otherwise satisfied or discharged by other Debtors or non-Debtors. If there are 

guarantees connected with any joint ventures to which the Debtors may be a party, 

such agreements are not identified in the Debtors’ Schedules. The Debtors reserve 

all of their rights to amend the Schedules to the extent that additional guarantees 

are identified or such guarantees are discovered to have expired or be 

unenforceable.

Specific Notes With Respect to the Debtors’ Statements

1. Statement 1. Sales are reflected net of returns and allowances, discounts, and 

certain other adjustments. Negative revenue relates to discounts on gift cards sold 

through third parties. 

The Debtors’ fiscal year ends on the Saturday closest to January 31:

FY 2017: Composed of 53 weeks ending February 3, 2018.

FY 2018: Composed of 52 weeks ending February 2, 2019.

FY 2019: Composed of 52 weeks ending February 1, 2020.

2. Statement 3. The obligations of the Debtors are primarily paid by and through

J. Crew Operating Corp., notwithstanding the fact that certain obligations may be 

obligations of one or more of the affiliated Debtors or non-Debtor affiliates.

The payments disclosed in Statement 3 are based on payments made by the Debtors

with payment dates from February 4, 2020 to May 4, 2020. The actual dates that

cash cleared the Debtors’ bank accounts may differ based on the form of payment. 

The Debtors’ accounts payable system does not include the corresponding payment 

clear dates and compiling this data would have required a significant manual review 

of individual bank statements. It is expected, however, that many payments 

included in Statement 3 have payment clear dates that are the same as payment 

dates (e.g., wires and other forms of electronic payments).

The responses to Statement 3 exclude certain disbursements or transfers to creditors 

otherwise listed in Statement 9, Statement 11, and payments made on account of

certain employee obligations including, but not limited to, medical costs and 

business expense reimbursements.

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16

3. Statement 4. The Debtors reserve all rights with respect to the determination or 

status of a person as an “insider” as defined in section 101(13) of the Bankruptcy

Code. For more information regarding each Debtor’s officers and directors, see

Statement 28 and Statement 29.

Question 4 of the Statements does not account for merchandise that may have been 

moved between the Debtors’ locations because such transfers are recorded through 

ordinary course accounting entries. 

The payroll-related amount shown in response to this question, which includes, 

among other things, salary, wage, additional compensation, is a gross amount that 

does not include reductions for amounts including employee tax or benefit

withholdings. In the ordinary course of business, certain corporate or personal 

credit cards may be utilized by insiders to pay for travel and business-related 

expenses for various other individuals employed by the Debtors. As it would be 

unduly burdensome for the Debtors to analyze which credit card expenses related 

to those incurred on behalf of an insider as opposed to another employee (or the 

Debtors), the Debtors have listed the aggregate amount paid for such expenses.

Amounts still owed to creditors will appear on the Schedules for each of the 

Debtors.

4. Statement 5. On occasion, the Debtors may return damaged or unsatisfactory 

goods to vendors in the ordinary course of business. Other than ordinary course 

items, the Debtors are not aware of any property that has been returned to the seller.

5. Statement 6. The Debtors maintain certain customer programs, including return 

and refund programs pursuant to which customers may receive credits. Such

transactions were not considered setoffs for the purpose of responding to Statement

6, although the Debtors reserve all rights with respect thereto and make no

admission of waiver thereby.

The Debtors have otherwise used their reasonable efforts to reflect setoffs made by 

creditors without permission that they are aware of; however, there may be 

instances, including credits due to landlords, when such a setoff has occurred 

without the Debtors’ knowledge.

6. Statement 7. The Debtors reserve all of their rights and defenses with respect to 

any and all listed lawsuits and administrative proceedings. The listing of such suits

and proceedings shall not constitute an admission by the Debtors of any liabilities 

or that the actions or proceedings were correctly filed against the Debtors or any

affiliates of the Debtors. The Debtors also reserve their rights to assert that neither 

the Debtors nor any affiliate of the Debtors is an appropriate party to such actions 

or proceedings. Further, the Debtors operate in numerous jurisdictions and in the 

ordinary course of business may have disputed property valuations/tax assessments. 

The Debtors have not listed such disputes on Statement 7.

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17

7. Statement 10. The losses listed may exclude those incurred in the ordinary course 

of business or those where the amount is de minimis.

8. Statement 11. The Debtors have used reasonable efforts to identify payments for 

services of any entities who provided consultation concerning debt counseling or 

restructuring services, relief under the Bankruptcy Code or preparation of a petition 

in bankruptcy within one year immediately preceding the Petition Date, which are 

identified in J. Crew Operating Corp.’s response to Statement 11. Additional 

information regarding the Debtors’ retention of professional service firms is more 

fully described in the individual retention applications for those firms and related

orders.

9. Statement 13. The Debtors may, from time to time and in the ordinary course of

business, transfer equipment and other assets and sell certain equipment and other 

assets to third parties. These types of ordinary course transfers have not been 

disclosed in Statement 13. The Debtors further do not take any position with 

respect to whether transfers identified in response to Statement 13 are made in the 

ordinary course of business. Certain transfers listed in this response are included 

solely out of an abundance of caution. 

If the Debtors vacated store locations during the three years immediately preceding 

the Petition Date, information on these former store locations is contained in the 

Debtors’ response to Statement 14.

10. Statement 21. In the ordinary course of business, the Debtors’ corporate and retail 

locations contain various equipment and items owned by others including copy 

machines and computer hardware. Additionally, the Debtors utilize leased property 

in their ordinary course of business. Therefore, the Debtors hold property subject 

to leases listed on the Debtors’ Schedule G. 

Certain of the Debtors’ vendors sell inventory and fulfill orders through the 

Debtors’ e-commerce platforms (such vendors, the “Marketplace Vendors”). The

Debtors do not physically possess the inventory at any time; however, the Debtors 

collect payment for the goods sold through their e-commerce platforms and pay the 

Marketplace Vendors on a monthly (or, at the Debtors’ option, more frequent) basis 

the proceeds of any goods sold, less a commission and other amounts due to the 

Debtors. Out of an abundance of caution, the Debtors have included the property 

of the Marketplace Vendors in the Debtors’ response to Statement 21, although the 

Debtors have indicated that the value of such property is “unknown” or 

“undetermined.” Although reasonable efforts have been made to ensure the 

accuracy of Statement 21, review is ongoing and inadvertent errors, omissions or 

overinclusion may have occurred.

11. Statement 26(d). The Debtors provided financial statements in the ordinary course 

of business to certain parties for business, statutory, credit, financing and other

reasons. Recipients have included regulatory agencies, financial institutions,

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18

investment banks, debtholders, and their legal and financial advisors. Financial

statements have also been provided to other parties as requested.

12. Statement 27. The amounts listed in the response to Statement 27 include all 

inventory held by the Debtors in retail locations.

13. Statement 29. Disclosures relate specifically to terminated job titles or positions 

and are not indicative of the individuals’ current employment status with the 

Debtors.

14. Statement 30. Any and all known disbursements to insiders of the Debtors have 

been listed in the response to Statement 4. The items listed under Statement 30 

incorporate by reference any items listed under Statement 4, and vice versa.

***********************

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Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

J. Crew International Brand, LLC

Case number (if known): 20-32197

Debtor Name

Official Form 207

The debtor must answer every question. 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 case number (if known).

04/19

United States Bankruptcy Court for the Eastern District of Virginia

Check if this is an 

amended filing

Part 1: Income

X None

1. Gross Revenue from business

Identify the beginning and ending dates of the debtor's fiscal year, which may 

be a calendar year

Sources of Revenue Gross Revenue

(before deductions and 

exclusions)

None

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from 

lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

X

2. Non-business revenue

Description of sources of 

revenue

Gross Revenue from 

each source (before deductions and 

exclusions)

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

None

List payments of transfers - including expense reimbursements to any creditor, other than regular employee compensation, within 90 days before 

filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 

and every 3 years after that with respect to cases filed on or after the date of adjustment.)

X

Creditor's name and address Dates Total amount or value Reasons for payment or transfer

3. Certain payments or transfers to creditors within 90 days before filing this case

Check all that apply

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 1

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In re J. Crew International Brand, LLC Case No. 20-32197

None

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or 

guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. 

(This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not 

include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general 

partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 

U.S.C. § 101(31).

X

Insider's name and address Dates Total amount or value Reasons for payment or transfer

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

None

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold 

at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

X

Creditor's name and address Description of the property Date

5. Repossessions, foreclosures, and returns

Value of property

None

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an 

account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor 

owed a debt.

X

6. Setoffs

Date action was Amount

taken

Creditor's name and address Description of the action creditor took

Part 3: Legal Actions or Assignments

None

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was 

involved in any capacity—within 1 year before filing this case.

X

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

Case title Nature of case Court or agency's name and address Status of case

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 2

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In re J. Crew International Brand, LLC Case No. 20-32197

None

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands 

of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

X

8. Assignments and receivership

Custodian's name and address Description of the property Value

Part 4: Certain Gifts and Charitable Contributions

X None

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value 

of gifts to that recipient is less than $1,000

Recipient's name and address Description of the gifts or contributions Dates given Value

Part 5: Certain Losses

X None

10. All losses from fire, theft, or other casualty within 1 year before filing this case.

Description of the property lost and Date of loss Value of property lost

how the loss occurred

Amount of payments received for the loss

If you have received payments to cover the 

loss, for example, from insurance, government 

compensation, or tort liability, list the total 

received.

List unpaid claims on Official Form 106 A/B 

(Schedule A/B: Assets - Real and Personal 

Property).

Part 6: Certain Payments of Transfers

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the 

filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking 

11. Payments related to bankruptcy

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 3

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In re J. Crew International Brand, LLC Case No. 20-32197

None

bankruptcy relief, or filing a bankruptcy case.

X

Who was paid or who received the Dates Total amount or value

transfer? Address

If not money, describe any property 

transferred

None

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this 

case to a self-settled trust or similar device.

Do not include transfers already listed on this statement.

X

12. Self-settled trusts of which the debtor is a beneficiary

Dates transfers Total amount or value

were made

Name of trust or device Describe any property transferred

None

List any transfers of money or other property - by sale, trade, or any other means - made by the debtor or a person acting on behalf of the debtor 

within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs.

Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

X

13. Transfers not already listed on this statement

Date transfer was Total amount or value

made

Who received transfer? Address. Description of property transferred or 

payments received or debts paid in 

exchange.

Part 7: Previous Locations

Does not apply

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

X

Address Dates of occupancy

14. Previous addresses

Part 8: Health Care Bankruptcies

Is the debtor primarily engaged in offering services and facilities for:

- diagnosing or treating injury, deformity, or disease, or

- providing any surgical, psychiatric, drug treatment, or obstetric care?

15. Health Care bankruptcies

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 4

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In re J. Crew International Brand, LLC Case No. 20-32197

No

Yes. Fill in the information below.

 Go to Part 9.

If debtor provides meals 

and housing, number of 

patients in debtor's care

Facility name and address Nature of the business operation, including type of services the 

debtor provides

Location where patient records are maintained How are records kept?

Electronically

Paper

Part 9: Personally Identifiable Information

16. Does the debtor collect and retain personally identifiable information of customers?

No

Yes. State the nature of the information collected and retained. 

Does the debtor have a privacy policy about that information?

No

Yes.

17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other 

pension or profit-sharing plan made available by the debtor as an employee benefit?

No

Yes. Does the debtor serve as plan administrator?

 Go to Part 10.

No. Go to Part 10.

Yes. Fill in below:

Name of plan Employer identification number of plan

Has the plan been terminated?

No

Yes

EIN:

Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

None

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold, 

moved, or transferred?

Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage 

houses, cooperatives, associations, and other financial institutions.

X

18. Closed financial accounts

Financial institution name and address Last balance before 

closing or transfer

Type of account Date account was closed, 

sold, moved, or 

transferred

Last 4 digits of account 

number

Checking

Savings

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 5

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In re J. Crew International Brand, LLC Case No. 20-32197

Money Market

Brokerage

Other

None

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this 

case.

X

19. Safe deposit boxes

Does debtor 

still have it?

Depository institution name and Description of contents

address

Names of anyone with access to it. 

Address

No

Yes

None

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in 

which the debtor does business.

X

20. Off-premises storage

Does debtor 

still have it?

Facility name and address Names of anyone with access to it. Description of contents

Address

No

Yes

Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

None

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. 

Do not list leased or rented property.

X

21. Property held for another

Owner's name and address Location of the property Description of the property Value

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 6

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In re J. Crew International Brand, LLC Case No. 20-32197

Part 12: Details About Environmental Information

For the purpose of Part 12, the following definitions apply:

 - Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the 

medium affected (air, land, water, or any other medium)

 - Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, 

operated, or utilized.

 - Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly 

harmful substance.

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and 

orders.

No

Yes. Provide details below.

Case title Court or agency name and address Nature of the case Status of case

Pending

On appeal

Case number Concluded

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an 

environmental law?

No

Yes. Provide details below.

Site name and address Governmental unit name and Environmental law, if known Date of notice

address

24. Has the debtor notified any governmental unit of any release of hazardous material?

No

Yes. Provide details below.

Site name and address Governmental unit name and Environmental law, if known Date of notice

address

Part 13: Details About the Debtor's Business or Connections to Any Business

25. Other businesses in which the debtor has or has had an interest

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 7

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In re J. Crew International Brand, LLC Case No. 20-32197

None

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.

Include this information even if already listed in the Schedules.

X

Business name and address Describe the nature of 

the business

Employer identification 

number. Dates business 

existed

None

Name and address Dates of service

26. Books, records, and financial statements

26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

Vincent Zanna

Chief Financial Officer

225 Liberty Street

New York, NY 10281

26a.1 2009 - Present

Jeremy Brooks

Chief Accounting Officer

225 Liberty Street

New York, NY 10281

26a.2 2007 - Present

None

Name and address Dates of service

26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial 

statement within 2 years before filing this case.

KPMG LLP

345 Park Avenue

New York, NY 10080

26b.1 1997 - Present

Ryan LLC

Three Galleria Tower

13155 Noel Rd, Ste 100

Dallas, TX 75240-5090

26b.2

Deloitte Consulting LLP

30 Rockefeller Plz, 41st Fl

New York, NY 10112-0015

26b.3

Deloitte Tax LLP

P.O. Box 844736

Dallas, TX 75284-4736

26b.4

None

Name and address If any books of account 

and records are 

unavailable, explain why

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

Vincent Zanna

Chief Financial Officer

225 Liberty Street

New York, NY 10281

26c.1

Jeremy Brooks

Chief Accounting Officer

225 Liberty Street

New York, NY 10281

26c.2

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 8

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In re J. Crew International Brand, LLC Case No. 20-32197

KPMG LLP

345 Park Avenue

New York, NY 10080

26c.3

None

Name and address

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a 

financial statement within 2 years before filing this case.

U.S. Bank National 

Association, (IPCo 

Indenture Trustee and 

Collateral Agent, the IPCo 

Issuers)

100 Wall St, 16th Fl

New York, NY 10005

26d.1

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

27. Inventories

No

Yes. Give the details about the two most recent inventories

The dollar amount and basis 

(cost, market, or other basis) 

of each inventory

Name of the person who supervised Date of inventory

the taking of the inventory

Name and address of the person who has possession of inventory records

Name Address Position and nature of 

any interest

% of interest, if any

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other 

people in control of the debtor at the time of the filing of this case.

Jeremy Brooks

225 Liberty Street

New York, NY 10281

Manager, Senior Vice 

President, Chief 

Accounting Officer

28.1

Michael Nicholson

225 Liberty Street

New York, NY 10281

Manager, Chief Operating 

Officer

28.2

Vincent Zanna

225 Liberty Street

New York, NY 10281

Manager, Chief Financial 

Officer & Treasurer

28.3

Neal Goldman

225 Liberty Street

New York, NY 10281

28.4 Director

Lynda Markoe

225 Liberty Street

New York, NY 10281

Executive Vice President, 

Human Resources

28.5

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 9

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In re J. Crew International Brand, LLC Case No. 20-32197

Maria Di Lorenzo

225 Liberty Street

New York, NY 10281

Senior Vice President, 

General Counsel & 

Secretary

28.6

Name Address Position and nature of 

any interest

Period during which 

position or interest was held

29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in 

control of the debtor, or shareholders in control of the debtor who no longer hold these positions?

No

Yes. Identify below.

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, 

bonuses, loans, credits on loans, stock redemptions, and options exercised?

30. Payments, distributions, or withdrawals credited or given to insiders

No

Yes. Identify below.

Reason for providing this 

value

Name and address of recipient Amount of money or description and Dates

value of property

Relationship to debtor

Name of the parent corporation Employer identification number of the 

parent corporation

31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

No

Yes. Identify below.

Name of the pension fund Employer identification number of the 

pension fund

32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?

No

Yes. Identify below.

Part 14: Signature and Declaration

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.

I have examined the information in this Statement of Financial Affairs and any attachments 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. 

Signature of individual signing on behalf of the debtor 

Position or relationship to the debtor 

Printed name Vincent Zanna

6/12/2020

Chief Financial Officer

MM / DD / YYYY

/s/Vincent Zanna

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 10

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In re J. Crew International Brand, LLC Case No. 20-32197

Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached?

No

Yes

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 11

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