Kathryn R. Montgomery, Esq., AUST (VSB No. 42380) 

Shannon Pecoraro, Esq. (VSB No. 46864) 

Jason B. Shorter, Esq. (VSB No. 80929) 

Office of the United States Trustee 

701 East Broad St., Suite 4304 

Richmond, VA 23219 

Phone (804) 771-2310 

Fax: (804) 771-2330 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

Richmond Division 

In re: 

ASCENA RETAIL GROUP, INC., et al., 

 Debtors. 

Chapter 11 

Case No. 20-33113 (KRH) 

(Jointly Administered) 

OBJECTION OF THE UNITED STATES TRUSTEE TO CONFIRMATION 

OF AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION 

OF ASCENA RETAIL GROUP, INC. AND ITS DEBTOR AFFILIATES 

John P. Fitzgerald, III, Acting United States Trustee for Region Four (the “United States 

Trustee”),1 through counsel, in furtherance of the duties and responsibilities set forth in 28 U.S.C. 

§ 586(a)(3) and (5) and pursuant to 11 U.S.C. § 307, the Federal Rules of Bankruptcy Procedure, 

and the Local Bankruptcy Rules for this District, hereby files this objection to the Amended Joint 

Chapter 11 Plan of Reorganization of Ascena Retail Group, Inc. and Its Debtor Affiliates filed on 

December 30, 2020 (ECF Doc. No. 1403) (the “Amended Plan”). In support of his objection, the 

United States Trustee represents and alleges as follows: 

 On July 31, 2020, the Debtors filed a disclosure statement and plan. See ECF Nos. 154, 

155. On August 26, 2020, the United States Trustee filed an objection to the Disclosure Statement 

(the “UST Disclosure Statement Objection”). See ECF No. 411. 

The United States Trustee submitted that, if applicable, objections raised with respect to 

1

 Unless otherwise defined herein, capitalized terms shall have the definition assigned to them in 

the Disclosure Statement or the Plan. 

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the Disclosure Statement would “constitute objections to the confirmation of the Plan.” Id. The 

Debtors and the United States Trustee resolved some issues with respect to the Disclosure 

Statement, and the Debtors filed an amended Disclosure Statement and an amended Plan on 

September 9, 2020, and subsequently on September 11, 2020. See ECF Doc. No. 564, 565, 600, 

and 601. A hearing on the adequacy of the Debtors’ amended Disclosure Statement was held, and 

an order approving the adequacy of the Disclosure Statement was entered on September 11, 2020. 

See ECF No. 592. The United States Trustee filed an objection to confirmation of the September 

11, 2020 plan on October 5, 2020 (the “Confirmation Objection”). See ECF No. 746. The Debtors 

and United States Trustee agreed that confirmation related objections raised in the UST Disclosure 

Statement Objection were preserved and would be addressed at the confirmation hearing. 

After the cases switched path and a sale of the premium brands took place, the Plan was 

again amended on or about December 30, 2020. See ECF No. 1403. 

LEGAL ARGUMENT 

 While some of the objections that the United States Trustee previously raised in the UST 

Disclosure Statement Objection and/or the Confirmation Objection were resolved through the 

filing of the amendments to the plan, the United States Trustee’s objection with respect to the thirdparty release provisions and exculpation provisions remain. The United States Trustee also 

believes that crucial information that was supposed to be filed with the Plan Supplement remains 

outstanding. Accordingly, the United States Trustee objects to confirmation of the Amended Plan 

in its current form. 

 First, the United States Trustee incorporates and adopts the confirmation objections raised 

in the UST Disclosure Statement Objection as well as in the Confirmation Objection with respect 

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to the third-party releases and exculpation provisions. See UST Disclosure Statement Objection, 

ECF No. 411; Confirmation Objection, ECF No. 746. 

 Second, according to the Plan, the Plan Supplement was to be filed at least 14 days prior to 

the Voting Deadline, and, among other things, was to include the following: 

 The identity of the Plan Administrator (see Plan at Art. IV.E.1.a); 

 The Plan Administrator’s compensation (see Plan at Art. IV.E.1.c); 

 The identity of the GUC Trustee (see Plan at Art. IV.P); 

 The terms of the GUC Trustee’s engagement (see Plan at Art. IV.P); and 

 The identity of any parties who will supervise the fees of the GUC Trustee (see Plan at Art. 

IV.P). 

Despite various requests, the Debtors have yet to file a Plan Supplement containing that 

information. While various plan supplements have been filed to date, including the original Plan 

Supplement which contained a draft of the GUC Trust Agreement (see ECF No. 719, Ex. H), the 

information above has yet to be identified. In the interest of time, and because that information is 

essential to the confirmation of the Plan, pursuant to 11 U.S.C. § 1129(a)(5), it should be filed in 

advance of the hearing to provide the Court, the United States Trustee, creditors, and all other 

parties in interest an opportunity to review. 

CONCLUSION AND RESERVATION OF RIGHTS 

The Plan cannot be confirmed as it fails to comply with the applicable provisions of Section 

1129. Accordingly, confirmation should be denied. The United States Trustee reserves his rights 

to object to other deficiencies at the hearing on the confirmation of the Amended Plan. 

Respectfully Submitted, 

JOHN P. FITZGERALD, III 

 Acting United States Trustee, Region 4 

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By: /s/ Elisabetta G. Gasparini 

Elisabetta G. Gasparini (SC Fed. No. 11548) 

Office of the United States Trustee 

1835 Assembly Street, Suite 953 

Columbia, South Carolina 29201 

(803) 765-5227 

Elisabetta.G.Gasparini@usdoj.gov 

By: /s/ Lisa Yonka Stevens 

Lisa Yonka Stevens (Va. Bar No. 91352) 

Office of the United States Trustee 

6305 Ivy Lane, Suite 600 

Greenbelt, Maryland 20770 

(301) 344-6216 

Lisa.Y.Stevens@usdoj.gov 

By: /s/ Jason B. Shorter 

Kathryn Montgomery (Va. Bar. No. 42380) 

Shannon Pecoraro (Va. Bar No. 46864) 

Jason B. Shorter (Va. Bar No. 80929) 

Office of the United States Trustee 

701 East Broad Street, Suite 4304 

Richmond, Virginia 23219 

(804) 771-2310 

Kathryn.Montgomery@usdoj.gov 

 Shannon.Pecoraro@usdoj.gov

 Jason.B.Shorter@usdoj.gov 

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