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

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Fill in this information to identify the case: 

United States Bankruptcy Court for the Eastern District of Virginia

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 J. Crew Brand Holdings, LLC 

 

3. Debtor’s federal Employer

Identification Number (EIN) 82-1807625

 

4. Debtor’s address Principal place of business Mailing address, if different from principal place 

of business

225 Liberty Street 

Number Street Number Street 

 P.O. Box 

New York New York 10281 

City State ZIP Code City State ZIP Code 

Location of principal assets, if different from 

principal place of business

New York 

County 

Number Street 

 

 

City State ZIP Code 

 

5. Debtor’s website (URL) www.jcrew.com 

 

6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) 

☐ Partnership (excluding LLP) 

☐ Other. Specify:

2. All other names debtor used 

in the last 8 years 

Include any assumed names, trade 

names, and doing business as 

names

None

 

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Document Page 1 of 29
Debtor J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( ) 

 Name 

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

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A. Check one:

7. Describe debtor’s business

☐ 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 

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.

☒ No 

☐ Yes District When Case number 

 MM/ DD/ YYYY 

 District When Case number 

 MM / DD/ YYYY 

   

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Document Page 2 of 29
Debtor J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( ) 

 Name 

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

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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.

☐ No 

☒ Yes Debtor See Schedule 1 Relationship See Schedule 1 

District Eastern District of Virginia When May 4, 2020 

 Case number, if known 

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 

creditors 

(on a consolidated basis with all 

affiliated debtors) 

☐ 1-49 

☐ 50-99 

☐ 100-199 

☐ 200-999 

☐ 1,000-5,000 

☐ 5,001-10,000 

☐ 10,001-25,000 

☒ 25,001-50,000 

☐ 50,001-100,000 

☐ More than 100,000 

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Document Page 3 of 29
Debtor J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( ) 

 Name 

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

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15. Estimated assets 

(on a consolidated basis with all 

affiliated debtors) 

☐ $0-$50,000 

☐ $50,001-$100,000 

☐ $100,001-$500,000 

☐ $500,001-$1 million

☐ $1,000,001-$10 million 

☐ $10,000,001-$50 million 

☐ $50,000,001-$100 million 

☐ $100,000,001-$500 million

☐ $500,000,001-$1 billion 

☒ $1,000,000,001-$10 billion 

☐ $10,000,000,001-$50 billion 

☐ More than $50 billion

16. Estimated liabilities 

(on a consolidated basis with all 

affiliated debtors) 

☐ $0-$50,000 

☐ $50,001-$100,000 

☐ $100,001-$500,000 

☐ $500,001-$1 million

☐ $1,000,001-$10 million 

☐ $10,000,001-$50 million 

☐ $50,000,001-$100 million 

☐ $100,000,001-$500 million

☐ $500,000,001-$1 billion 

☒ $1,000,000,001-$10 billion 

☐ $10,000,000,001-$50 billion 

☐ 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 May 4, 2020 

MM / DD / YYYY 

 /s/ Michael J. Nicholson Michael J. Nicholson 

Signature of authorized representative of 

debtor

 Printed name 

President and Chief Operating Officer    

Title    

18. Signature of attorney  /s/ Tyler P. Brown Date May 4, 2020 

Signature of attorney for debtor MM / DD / YYYY 

  Tyler P. Brown Ray C. Schrock, P.C. 

  Printed Name 

Hunton Andrews Kurth LLP Weil, Gotshal & Manges LLP 

Firm Name 

 

Riverfront Plaza, East Tower, 

951 East Byrd Street 767 Fifth Avenue 

Address 

Richmond, Virginia 23219 New York, New York 10153 

City/State/Zip 

(804) 788-8200 (212) 310-8000 

Contact Phone 

tpbrown@HuntonAK.com ray.schrock@weil.com 

Email Address 

28072 Virginia 

Bar Number State 

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Schedule 1 

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

On the date hereof, each of the affiliated entities listed below (including the debtor in 

this chapter 11 case, collectively, the “Debtors”) filed a voluntary petition for relief under 

chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the 

Eastern District of Virginia. The Debtors have filed a motion requesting that the chapter 11 

cases of these entities be consolidated for procedural purposes only and jointly administered 

pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. 

COMPANY

J. Crew Virginia, Inc. 

Chinos Holdings, Inc. 

Chinos Intermediate Holdings A, Inc. 

Chinos Intermediate, Inc. 

Chinos Intermediate Holdings B, Inc. 

J. Crew Group, Inc. 

J. Crew Operating Corp. 

Grace Holmes, Inc. 

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

J. Crew Inc. 

J. Crew International, Inc. 

Madewell Inc. 

J. Crew Brand Holdings, LLC 

J. Crew Brand Intermediate, LLC 

J. Crew Brand, LLC 

J. Crew Brand Corp. 

J. Crew Domestic Brand, LLC 

J. Crew International Brand, LLC 

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JOINT RESOLUTION OF THE BOARD OF DIRECTORS 

AND BOARD OF MANAGERS OF 

CHINOS HOLDINGS, INC. 

CHINOS INTERMEDIATE HOLDINGS A, INC. 

CHINOS INTERMEDIATE, INC. 

CHINOS INTERMEDIATE HOLDINGS B, INC. 

J. CREW GROUP, INC. 

J. CREW OPERATING CORP. 

GRACE HOLMES, INC. 

H.F.D. NO. 55, INC. 

J. CREW INC. 

J. CREW INTERNATIONAL, INC. 

J. CREW VIRGINIA, INC 

MADEWELL INC. 

J. CREW BRAND HOLDINGS, LLC 

J. CREW BRAND INTERMEDIATE, LLC 

J. CREW BRAND, LLC 

J. CREW BRAND CORP. 

J. CREW DOMESTIC BRAND, LLC 

J. CREW INTERNATIONAL BRAND, LLC 

May 3, 2020 

Pursuant to a joint special meeting of (a) all of the members of the board of directors or 

board of managers or (b) the duly-authorized special committee of Chinos Intermediate Holdings 

A, Inc. and J. Crew Operating Corp., as the case may be (in each case, a “Governing Body”) of 

the entities listed above (each such entity individually, a “Company”) do hereby consent to and 

adopt and approve, in accordance with applicable state law, the following resolutions and each 

and every action effected thereby: 

WHEREAS: the Governing Body has consulted with management and legal and financial 

advisors in evaluating the strategic alternatives available to such Company; 

WHEREAS: the Governing Body has exercised independent business judgment in the 

fulfillment of its duties, and in doing so, has met on various occasions to review 

and has had the opportunity to ask questions about the materials presented by 

management and the legal and financial advisors of the Company regarding the 

liabilities and liquidity of the Company, the various transactions available to it 

and the impact of the foregoing on the Company’s business; 

WHEREAS: each Governing Body has reviewed the form, terms, and provisions of the 

transaction support agreement and the transactions contemplated thereby; and 

WHEREAS: the Governing Body desires to approve the following resolutions. 

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Entry Into Transaction Support Agreement 

RESOLVED: that the Company is authorized to enter into the transaction support agreement (the 

“Transaction Support Agreement”) on terms and conditions substantially similar 

to those set forth in the form of Transaction Support Agreement previously 

provided to the applicable Governing Body; 

RESOLVED: that the form, terms, and provisions of the Transaction Support Agreement and 

exhibits annexed thereto and the execution, delivery, and performance thereof and 

the consummation of the transactions contemplated thereunder by such Company 

are hereby authorized, approved, and are in the best interests of such Company, 

including the plan of reorganization contemplated thereby and the backstop 

agreement and credit agreements annexed thereto; 

RESOLVED: that each manager, member, officer, or director of such Company (each, an 

“Authorized Person”) is authorized, empowered, and directed, in the name and on 

behalf of the applicable Company, to cause such Company to enter into, execute, 

deliver, and perform the Transaction Support Agreement and the transactions 

contemplated thereby, including the plan of reorganization contemplated thereby 

and the backstop letters and credit agreements contemplated thereby; 

RESOLVED: that each Authorized Person is authorized, empowered, and directed, in the name 

and on behalf of the applicable Company, to execute and deliver any 

amendments, supplements, modifications, renewals, extensions, or substitutions to 

the Transaction Support Agreement or any related documents which shall, in such 

Authorized Person’s sole judgment, be necessary, proper, or advisable; 

Commencement of Chapter 11 Cases 

RESOLVED: that the Governing Body has determined, after consultation with management and 

the legal and financial advisors of the Company, that it is desirable and in the best 

interests of the Company, its shareholders, creditors, and other parties in interest 

that petitions be filed with the United States Bankruptcy Court for the Eastern 

District of Virginia (the “Bankruptcy Court”) by the Company seeking relief 

under the provisions of the Bankruptcy Code; 

RESOLVED: that any Authorized Person in each case, acting singly or jointly, be, and each 

hereby is, authorized, empowered, and directed, with full power of delegation, to 

negotiate, execute, deliver, and file with the Bankruptcy Court, in the name and 

on behalf of the Company, and under its corporate seal or otherwise, all plans, 

petitions, schedules, statements, motions, lists, applications, pleadings, papers, 

affidavits, declarations, orders and other documents (collectively, the “Chapter 11 

Filings”) (with such changes therein and additions thereto as any such Authorized 

Person may deem necessary, appropriate or advisable, the execution and delivery 

of any of the Chapter 11 Filings by any such Authorized Person with any changes 

thereto to be conclusive evidence that any such Authorized Person deemed such 

changes to meet such standard); 

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RESOLVED: that any Authorized Person, in each case, acting singly or jointly, be, and each 

hereby is, authorized, empowered, and directed, with full power of delegation, in 

the name and on behalf of the Company, to take and perform any and all further 

acts and deeds that such Authorized Person deems necessary, appropriate, or 

desirable in connection with the Company’s chapter 11 cases (the “Chapter 11 

Cases”) or the Chapter 11 Filings, including (a) the payment of fees, expenses and 

taxes such Authorized Person deems necessary, appropriate, or desirable, and 

(b) negotiating, executing, delivering, performing and filing any and all additional 

documents, schedules, statements, lists, papers, agreements, certificates or 

instruments (or any amendments or modifications thereto) in connection with, or 

in furtherance of, the Chapter 11 Cases (such acts to be conclusive evidence that 

such Authorized Person deemed the same to meet such standard); 

Debtor-in-Possession Financing

RESOLVED: the Governing Body does hereby adopt and resolve to adopt the resolutions 

attached hereto as Exhibit I and Exhibit II by the Company entities as borrower or 

guarantor under that certain postpetition facility (the “DIP Financing”) and the 

credit agreement related thereto together with any exhibits and schedules, 

collectively, the “DIP Credit Agreement”); 

RESOLVED: that all capital terms used in the resolutions attached hereto as Exhibit I and 

Exhibit II and not otherwise defined herein shall have the meanings ascribed to 

such terms in the DIP Credit Agreement (as further defined in Exhibit I and 

Exhibit II hereto), as applicable; 

Retention of Advisors 

RESOLVED: that in connection with the Chapter 11 Cases, any Authorized Person, in each 

case, acting singly or jointly, be, and each hereby is, authorized, empowered, and 

directed, with full power of delegation, in the name and on behalf of the 

Company, to employ and retain all assistance by legal counsel, accountants, 

financial advisors, investment bankers and other professionals, on behalf of the 

Company, which such Authorized Person deems necessary, appropriate or 

advisable in connection with, or in furtherance of, the Chapter 11 Cases (such acts 

to be conclusive evidence that such Authorized Person deemed the same to meet 

such standard); 

RESOLVED: that the firm of Lazard Frères & Co. LLC, located at 30 Rockefeller Plaza, New 

York, New York 10112, is hereby retained as investment banker for the Company 

in the Chapter 11 Cases, subject to Bankruptcy Court approval; 

RESOLVED: that the law firm of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, 

New York, NY 10153, is hereby retained as counsel for the Company in the 

Chapter 11 Cases, subject to Bankruptcy Court approval; 

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RESOLVED: that the law firm of Hunton Andrews Kurth LLP, located at Riverfront Plaza, East 

Tower, 951 East Byrd Street, Richmond, Virginia 23219, is hereby retained as 

local counsel for the Company in the Chapter 11 Cases, subject to Bankruptcy 

Court approval; 

RESOLVED: that the firm of AlixPartners LLP, located at 909 3rd Avenue, New York, NY 

10022, is hereby retained as financial advisor for the Company in the Chapter 11 

Cases, subject to Bankruptcy Court approval; 

RESOLVED: that the firm of Omni Agent Solutions LLC, located at 1120 Avenue of the 

Americas, 4th Floor, New York, NY 10036, is hereby retained as claims, noticing, 

and solicitation agent and administrative advisor for the Company in the Chapter 

11 Cases, subject to Bankruptcy Court approval; 

RESOLVED: that the firm of Hilco Real Estate, LLC located at 5 Revere Drive, Suite 320, 

Northbrook IL 60062, is hereby retained as real estate advisor for the Company in 

the Chapter 11 cases, subject to Bankruptcy Court approval; 

RESOLVED: that the firm of KPMG LLP, located at 345 Park Avenue, New York, NY 10154, 

is hereby retained as tax consultants for the Company in the Chapter 11 Cases, 

subject to Bankruptcy Court approval; 

General 

RESOLVED: that any Authorized Person, in each case, acting singly or jointly, be, and each 

hereby is, authorized, empowered, and directed, with full power of delegation, in 

the name and on behalf of the Company, to take and perform any and all further 

acts or deeds, including (a) the negotiation of such additional agreements, 

amendments, modifications, supplements, reports, documents, instruments, 

applications, notes or certificates not now known but which may be required, 

(b) the execution, delivery and filing (if applicable) of any of the foregoing, and 

(c) the payment of all fees, consent payments, taxes and other expenses as any 

such Authorized Person, in his or her sole discretion, may approve or deem 

necessary, appropriate or desirable in order to carry out the intent and accomplish 

the purposes of the foregoing resolutions and the transactions contemplated 

thereby, all of such actions, executions, deliveries, filings and payments to be 

conclusive evidence of such approval or that such Authorized Person deemed the 

same to meet such standard; and 

RESOLVED: that any and all past actions heretofore taken by any Authorized Person, any 

director, or any member of the Company in the name and on behalf of the 

Company in furtherance of any or all of the preceding resolutions be, and the 

same hereby are, ratified, confirmed, and approved in all respects.

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EXHIBIT I 

DIP BORROWER RESOLUTIONS 

May 3, 2020 

WHEREAS, Chinos Intermediate Holdings A, Inc., a Delaware corporation (the 

“DIP Borrower”) desires to enter into, deliver and perform its obligations under that certain 

Debtor-In-Possession Credit Agreement, to be dated (as may be amended, restated, amended and 

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

Agreement”), by and among the DIP Borrower, as borrower, Chinos Holdings, Inc., a Delaware 

corporation, as holdings (“Holdings”), Wilmington Savings Fund Society, FSB, as administrative 

agent for the DIP Lenders and collateral agent for the Secured Parties (as defined in the DIP 

Credit Agreement, the “DIP Secured Parties”) (in such capacities, the “DIP Agent”), and each 

lender from time to time party thereto (collectively, the “DIP Lenders”), pursuant to which the 

DIP Lenders will make available to the Borrower a term loan credit facility in an aggregate 

principal amount of up to $400,000,000 (the “DIP Commitments”).

WHEREAS, severally pursuant to (a)(i) the entry by the applicable bankruptcy 

court of the Interim DIP Order (and subsequently confirmed by the Final DIP Order) and (ii) that 

certain Guaranty Agreement, to be dated (as may be amended, restated, amended and restated, 

supplemented and/or otherwise modified from time to time, the “DIP Guaranty Agreement”), by 

and among the entities listed in Schedule I hereto (collectively, the “DIP Guarantors”) and the 

DIP Agent, the DIP Guarantors shall guarantee the Obligations under and as such term is defined 

in the DIP Credit Agreement and (b)(i) the entry by the applicable bankruptcy court of the 

Interim DIP Order (and subsequently confirmed by the Final DIP Order) and (ii) that certain 

Security Agreement, to be dated (as may be amended, restated, amended and restated, 

supplemented and/or otherwise modified from time to time, the “DIP Security Agreement”), by 

and among, the DIP Borrower, the DIP Guarantors and the DIP Agent, the DIP Borrower and the 

DIP Guarantors shall grant the DIP Agent for the benefit of the DIP Secured Parties a legal, 

valid, continuing and enforceable security interest in the Collateral (with the priority fully 

described therein and in the DIP Credit Agreement) (such grant, the “Security Grant”). 

NOW, THEREFORE, be it: 

DIP Credit 

Agreement 

RESOLVED, that the DIP Borrower is hereby authorized to execute 

and deliver the DIP Credit Agreement, the DIP Security Agreement and 

the Additional DIP Documents (as defined below) to which the DIP 

Borrower is a party or signatory and the performance of its rights and 

obligations thereunder and transactions contemplated thereby thereunder 

and under the Interim DIP Order and the Final DIP Order, including, 

without limitation, the incurrence of debt and the granting of security 

interests (including without limitation, the Security Grant), and such 

other actions, and omissions to take actions, as are necessary,

appropriate or desirable in connection with the foregoing, and that any 

officer (including, without limitation, any chief executive officer, chief 

financial officer, chief accounting officer, treasurer, assistant treasurer, 

president, vice president secretary and assistant secretary) of the DIP 

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Borrower (each, an “Authorized Officer”), be, and each of them hereby 

is individually, authorized, empowered and directed, in the name and on 

behalf of the DIP Borrower, to execute and deliver the DIP Credit 

Agreement, the DIP Security Agreement and the Additional DIP 

Documents to which the DIP Borrower is a party or signatory and the 

performance of its obligations thereunder and under the Interim DIP 

Order and the Final DIP Order, including, without limitation, the 

incurrence of debt and the granting of security interests (including, 

without limitation, the Security Grant) and such other actions, and 

omissions to take actions, as are necessary, appropriate or desirable in 

connection with the foregoing, with such modifications thereto as such 

Authorized Officer executing the same shall approve, his or her

execution thereof being deemed conclusive evidence of such approval; 

and be it further 

RESOLVED, that any Authorized Officer of the DIP Borrower be, and 

each of them hereby is individually, authorized, empowered and 

directed, in the name and on behalf of the DIP Borrower, to execute and 

deliver, attest to such execution and delivery of, in the name of and on 

behalf of the DIP Borrower, all such other agreements, all such other 

agreements (including, without limitation, any security agreements, 

guaranty agreements, mortgages, and control agreements), commitment 

letters, filings, motions and orders (including, without limitation, the 

Interim DIP Order and the Final DIP Order), certificates, instruments 

and other writings (the “Additional DIP Documents”), and to take all 

such other actions, as such Authorized Officer may deem necessary or 

appropriate in connection with the transactions contemplated by these 

resolutions; and be it further 

RESOLVED, the DIP Borrower will obtain benefits from the DIP 

Credit Agreement and the DIP Security Agreement and it is in the best 

interest of the DIP Borrower to enter into the DIP Credit Agreement and 

the DIP Security Agreement and be bound by the Interim DIP Order and 

the Final DIP Order; and be it further 

RESOLVED, that the DIP Borrower hereby authorizes, adopts and 

approves, in all respects the form, terms and provisions of the DIP 

Credit Agreement, the DIP Security Agreement, the Interim DIP Order, 

the Final DIP Order and any other Additional DIP Documents 

substantially in the form to be executed and delivered; and be it further

DIP Borrower 

Documents 

RESOLVED, that the DIP Borrower is authorized to update the DIP 

Credit Agreement, the DIP Security Agreement and any Additional DIP 

Documents and the transactions contemplated thereby and is authorized 

to enter into any Additional DIP Documents to which the DIP Borrower 

is or is contemplated to be a party and any other agreements, documents, 

certificates or filings that any Authorized Officer of the DIP Borrower 

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determines are necessary, appropriate or desirable in connection with the 

DIP Credit Agreement, the DIP Security Agreement, the Interim DIP 

Order, the Final DIP Order and any other Additional DIP Documents to 

which the DIP Borrower is or is contemplated to be a party, as security 

for the Obligations (as defined in the DIP Credit Agreement) or any 

portion of them and as otherwise provided in the DIP Credit Agreement, 

the DIP Security Agreement or the Additional DIP Documents; and be it 

further 

RESOLVED, that any Authorized Officer of the DIP Borrower be, and 

each of them hereby is individually, authorized, empowered and 

directed, in the name and on behalf of the DIP Borrower, to execute and 

deliver such additional assignments, stock powers, powers of attorney, 

notices, lien perfection documents, consents to assignment, 

subordination agreements, interest rate protection and other hedging 

agreements, letters of credit and master letter of credit agreements, cash 

management agreements, assignments, collateral assignments, fee letters 

and other customary loan documents, third party collateral access 

agreements, bailee letters, deposit account control agreements, securities 

account control agreements, insurance certificates, UCC financing 

statements, mortgages, deeds of trust, warehouse notifications, collateral 

assignments, and other customary secured loan documents and other 

agreements, certificates, instruments and other writings as the DIP 

Agent may request or as may be necessary or appropriate in the sole 

judgment of such Authorized Officer to create, preserve and perfect the 

security interests and other liens required or contemplated pursuant to, 

or otherwise to give effect to any of the transactions contemplated by, 

any of the Additional DIP Documents; and be it further 

RESOLVED, that any Authorized Officer of the DIP Borrower be, and 

each of them hereby is individually, authorized, empowered and 

directed, in the name and on behalf of the DIP Borrower, to execute and 

deliver all such other agreements, certificates, instruments and other 

writings, and to take all such other actions, as any such Authorized 

Officer may deem necessary or appropriate in connection with the 

transactions contemplated by these resolutions; and be it further 

Ratification RESOLVED, that all actions, proceedings, elections, appointments, 

approvals, assignments, grants, transfers, agreements, acts, declarations, 

instruments, documents, executions and transactions, whether done, 

taken, executed or acted upon, or purported to be done, taken, executed 

or acted upon prior to the date hereof, by or on behalf of the DIP 

Borrower in connection with the DIP Credit Agreement, the DIP 

Security Agreement or any of the Additional DIP Documents, be, and 

the same hereby are, approved, adopted, ratified and confirmed in all 

respects; and be it further 

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4 

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General Authority RESOLVED, that any Authorized Officer of the DIP Borrower be, and 

each of them hereby is individually, authorized, empowered and 

directed, in the name and on behalf of the DIP Borrower, to take such 

additional actions, to perform all acts and deeds, and to execute, ratify, 

certify, deliver, file and record such additional agreements, certificates, 

instruments and other writings as any of them may deem necessary or 

appropriate to implement the provisions of the foregoing resolutions 

(including, without limitation, amendments, restatements, replacements 

or other modifications of any of the foregoing documents) or otherwise 

in connection with the DIP Credit Agreement, the DIP Security 

Agreement or any of the Additional DIP Documents, to appoint such 

agents on behalf of the DIP Borrower as any such Authorized Officer 

may deem necessary or appropriate in connection with the foregoing 

resolutions or to comply with the requirements of the agreements, 

certificates, instruments and other writings approved by the foregoing 

resolutions, the authority for the taking or performing of such actions, 

acts or deeds and the execution, ratification, certification, delivery, filing 

or recording of such agreements, certificates, instruments or other 

writings to be conclusively evidenced thereby; and be it further 

RESOLVED, that, to the extent the DIP Borrower serves as the sole 

member, managing member or other governing body (collectively, a 

“Controlling Company”), in each case, of any other company (a 

“Controlled Company”), each Authorized Officer, any one of whom

may act without the joinder of any of the others, be, and each of them 

hereby is, severally authorized, empowered and directed in the name and 

on behalf of such Controlling Company (acting for such Controlled 

Company in the capacity set forth above, as applicable), to take all of 

the actions on behalf of such Controlled Company that an Authorized 

Officer is herein duly authorized to take on behalf of such Controlling 

Company; and be it further 

RESOLVED FURTHER, that the authority conferred upon each 

Authorized Officer by these resolutions is in addition to, and shall in no 

way limit, such other authority as such Authorized Officer may have 

with respect to the subject matter of the foregoing resolutions, and that 

the omission from this resolution of any agreement or other arrangement 

contemplated by any of the agreements, instruments or documents

described in the foregoing resolutions or any action to be taken in 

accordance with any requirement of any of the agreements, instruments 

or documents described in the foregoing resolutions shall in no manner 

derogate from the authority of such Authorized Officer to take all 

actions necessary, advisable or appropriate to consummate, effectuate, 

carry out or further the transactions contemplated by and the intents and 

purposes of the foregoing resolutions.

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 13 of 29
WEIL:\97454573\7\54457.0007

SCHEDULE I 

COMPANIES 

CHINOS HOLDINGS, INC., a Delaware corporation 

CHINOS INTERMEDIATE, INC., a Delaware corporation 

CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation 

J. CREW GROUP, INC., a Delaware corporation 

J. CREW OPERATING CORP., a Delaware corporation 

J. CREW INC., a Delaware corporation 

J. CREW INTERNATIONAL, INC., a Delaware corporation 

GRACE HOLMES, INC., a Delaware corporation 

H.F.D. NO. 55, INC., a Delaware corporation 

MADEWELL INC., a Delaware corporation 

J. CREW VIRGINIA, INC., a Virginia corporation 

J. CREW BRAND HOLDINGS, LLC, a Delaware limited liability company 

J. CREW BRAND INTERMEDIATE, LLC, a Delaware limited liability company 

J. CREW BRAND, LLC, a Delaware limited liability company 

J. CREW DOMESTIC BRAND, LLC, a Delaware limited liability company 

J. CREW BRAND CORP., a Delaware corporation 

J. CREW INTERNATIONAL BRAND, LLC, a Delaware limited liability company 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 14 of 29
WEIL:\97454573\7\54457.0007

EXHIBIT II 

DIP GUARANTOR RESOLUTIONS 

May 3, 2020 

WHEREAS, Chinos Intermediate Holdings A, Inc., a Delaware corporation (the 

“DIP Borrower”) desires to enter into, deliver and perform its obligations under that certain 

Debtor-In-Possession Credit Agreement, to be dated (as may be amended, restated, amended and 

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

Agreement”), by and among the DIP Borrower, as borrower, Chinos Holdings, Inc., a Delaware 

corporation, as holdings (“Holdings”), Wilmington Savings Fund Society, FSB, as administrative 

agent for the DIP Lenders and collateral agent for the Secured Parties (as defined in the DIP 

Credit Agreement, the “DIP Secured Parties”) (in such capacities, the “DIP Agent”), and each 

lender from time to time party thereto (collectively, the “DIP Lenders”), pursuant to which the 

DIP Lenders will make available to the Borrower a term loan credit facility in an aggregate 

principal amount of up to $400,000,000 (the “DIP Commitments”).

WHEREAS, severally pursuant to (a)(i) the entry by the applicable bankruptcy 

court of the Interim DIP Order (and subsequently confirmed by the Final DIP Order) and (ii) that 

certain Guaranty Agreement, to be dated (as may be amended, restated, amended and restated, 

supplemented and/or otherwise modified from time to time, the “DIP Guaranty Agreement”), by 

and among the entities listed in Schedule I hereto (collectively, the “DIP Guarantors”) and the 

DIP Agent, the DIP Guarantors shall guarantee the Obligations under and as such term is defined 

in the DIP Credit Agreement (such guarantee, the “Guaranty of Obligations”) and (b)(i) the entry 

by the applicable bankruptcy court of the Interim DIP Order (and subsequently confirmed by the 

Final DIP Order) and (ii) that certain Security Agreement, to be dated (as may be amended, 

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

“DIP Security Agreement”), by and among, the DIP Borrower, the DIP Guarantors and the DIP 

Agent, the DIP Borrower and the DIP Guarantors shall grant the DIP Agent for the benefit of the 

DIP Secured Parties a legal, valid, continuing and enforceable security interest in the Collateral 

(with the priority fully described therein and in the DIP Credit Agreement) (such grant, the 

“Security Grant”). 

NOW, THEREFORE, be it: 

DIP Credit 

Agreement 

RESOLVED, that each DIP Guarantor is hereby authorized to execute 

and deliver the DIP Credit Agreement, the DIP Security Agreement, the 

DIP Guaranty Agreement and any Additional DIP Guarantor Documents 

(as defined below) in its capacity as guarantor, and to perform its 

obligations and transactions contemplated thereby thereunder and under 

the Interim DIP Order and the Final DIP Order, including, without 

limitation, the granting of security interests (including, without 

limitation, the Security Grant), the granting of pledges, and the making of 

guarantees thereunder (including, without limitation, the Guaranty of 

Obligations), and to take such actions, as are necessary, appropriate or 

desirable in connection with the foregoing, and that any officer 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

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2 

WEIL:\97454573\7\54457.0007

(including, without limitation, any chief executive officer, chief financial 

officer, chief accounting officer, treasurer, assistant treasurer, president, 

vice president secretary and assistant secretary) of such DIP Guarantor 

(each, an “Authorized Officer”) be, and each of them hereby is 

individually, authorized, empowered and directed, in the name and on 

behalf of such DIP Guarantor, to execute and deliver the DIP Credit 

Agreement, the DIP Security Agreement, the DIP Guaranty Agreement 

and any Additional DIP Guarantor Documents and to perform such DIP 

Guarantor’s obligations thereunder and under the Interim DIP Order and 

the Final DIP Order, including, without limitation, the granting of 

security interests (including, without limitation, the Security Grant) and 

the making of guarantees thereunder (including, without limitation, the 

Guaranty of Obligations), and to take such other actions as are necessary, 

appropriate or desirable in connection with the foregoing, with the DIP 

Credit Agreement, the DIP Security Agreement, the DIP Guaranty 

Agreement and any Additional DIP Guarantor Documents having such 

modifications as such Authorized Officer executing the same shall 

approve, his or her execution thereof being deemed conclusive evidence 

of such approval; and be it further 

RESOLVED, that any Authorized Officer of each DIP Guarantor be, and 

each of them hereby is individually, authorized, empowered and directed, 

in the name and on behalf of such DIP Guarantor, to execute and deliver, 

attest to such execution and delivery of, in the name of and on behalf of 

the DIP Guarantor, all such other agreements (including, without 

limitation, any security agreements, guaranty agreements, mortgages, and 

control agreements), commitment letters, filings, motions and orders 

(including, without limitation, the Interim DIP Order and the Final DIP 

Order), certificates, instruments and other writings (the “Additional DIP 

Guarantor Documents”), and to take all such other actions, as such 

Authorized Officer may deem necessary or appropriate in connection 

with the DIP Credit Agreement, the DIP Security Agreement, the DIP 

Guaranty Agreement, the Interim DIP Order, the Final DIP Order and 

any Additional DIP Guarantor Documents; and be it further 

RESOLVED, that each DIP Guarantor is authorized to execute, deliver 

and perform such other agreements, amendments, ratifications and 

confirmations as the DIP Agent may require in connection with the DIP 

Credit Agreement, the DIP Security Agreement, the DIP Guaranty 

Agreement and any Additional DIP Guarantor Documents to which such 

DIP Guarantor is or is contemplated to be a party and any other

agreements, documents, certificates or filings that any Authorized Officer 

of such DIP Guarantor determines are necessary, appropriate or desirable 

in connection with the DIP Credit Agreement, the DIP Security 

Agreement, the DIP Guaranty Agreement, the Interim DIP Order, the 

Final DIP Order and the Additional DIP Guarantor Documents to which 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

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3 

WEIL:\97454573\7\54457.0007

such DIP Guarantor is or is contemplated to be a party; and be it further 

RESOLVED, that any Authorized Officer of each DIP Guarantor be, and 

each of them hereby is individually, authorized, empowered and directed, 

in the name and on behalf of such DIP Guarantor, to execute and deliver 

such additional assignments, stock powers, powers of attorney, notices, 

lien perfection documents, consents to assignment, subordination 

agreements, interest rate protection and other hedging agreements, letters 

of credit and master letter of credit agreements, cash management 

agreements, assignments, collateral assignments, fee letters and other 

customary loan documents, third party collateral access agreements, 

bailee letters, deposit account control agreements, securities account 

control agreements, insurance certificates, UCC financing statements, 

mortgages, deeds of trust, warehouse notifications, collateral 

assignments, and other customary secured loan documents and other 

agreements, certificates, instruments and other writings as the DIP Agent 

may request or as may be necessary or appropriate in the sole judgment 

of such Authorized Officer to create, preserve and perfect the security 

interests and other liens required or contemplated pursuant to, or 

otherwise to give effect to any of the transactions contemplated by, any 

of the Additional DIP Guarantor Documents; and be it further 

RESOLVED, that any Authorized Officer of each DIP Guarantor be, and 

each of them hereby is individually, authorized, empowered and directed, 

in the name and on behalf of such DIP Guarantor, to execute and deliver 

all such other agreements, certificates, instruments and other writings, 

and to take all such other actions, as any such Authorized Officer may 

deem necessary or appropriate in connection with the transactions 

contemplated by these resolutions (and the DIP Credit Agreement, the 

DIP Security Agreement, the DIP Guaranty Agreement, the Interim DIP 

Order and the Final DIP Order); and be it further 

RESOLVED, that each DIP Guarantor hereby authorizes, adopts and 

approves, in all respects the form, terms and provisions of the DIP Credit 

Agreement, the DIP Security Agreement, the DIP Guaranty Agreement, 

the Interim DIP Order, the Final DIP Order and any other Additional DIP 

Guarantor Documents (including without limitation, the Guaranty of 

Obligations provided therein) substantially in the form to be executed and 

delivered and each DIP Guarantor’s perfection thereunder; and be it 

further

Ratification RESOLVED, that all actions, proceedings, elections, appointments, 

approvals, assignments, grants, transfers, agreements, acts, declarations, 

instruments, documents, executions and transactions, whether done, 

taken, executed or acted upon, or purported to be done, taken, executed 

or acted upon prior to the date hereof, by or on behalf of any DIP 

Guarantor in connection with the DIP Credit Agreement, the DIP 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 17 of 29
4 

WEIL:\97454573\7\54457.0007

Security Agreement, the DIP Guaranty Agreement or any Additional DIP 

Guarantor Documents, be, and the same hereby are, approved, adopted, 

ratified and confirmed in all respects; and be it further 

General Authority RESOLVED, that any Authorized Officer of each DIP Guarantor be, and 

each of them hereby is individually, authorized, empowered and directed, 

in the name and on behalf of such DIP Guarantor, to take such additional 

actions, to perform all acts and deeds, and to execute, ratify, certify, 

deliver, file and record such additional agreements, certificates, 

instruments and other writings as any of them may deem necessary or 

appropriate to implement the provisions of the foregoing resolutions 

(including, without limitation, amendments, restatements, replacements 

or other modifications of any of the foregoing documents) or otherwise in 

connection with the DIP Credit Agreement, the DIP Security Agreement, 

the DIP Guaranty Agreement or any Additional DIP Guarantor 

Documents, to appoint such agents on behalf of such DIP Guarantor as 

any such Authorized Officer may deem necessary or appropriate in 

connection with the foregoing resolutions or to comply with the

requirements of the agreements, certificates, instruments and other 

writings approved by the foregoing resolutions, the authority for the 

taking or performing of such actions, acts or deeds and the execution, 

ratification, certification, delivery, filing or recording of such agreements, 

certificates, instruments or other writings to be conclusively evidenced 

thereby; and be it further 

RESOLVED, that, to the extent any DIP Guarantor serves as the sole 

member, managing member or other governing body (collectively, a 

“Controlling Company”), in each case, of any other company (a 

“Controlled Company”), each Authorized Officer, any one of whom may 

act without the joinder of any of the others, be, and each of them hereby 

is, severally authorized, empowered and directed in the name and on 

behalf of such Controlling Company (acting for such Controlled 

Company in the capacity set forth above, as applicable), to take all of the 

actions on behalf of such Controlled Company that an Authorized Officer 

is herein duly authorized to take on behalf of such Controlling Company; 

and be it further 

RESOLVED FURTHER, that the authority conferred upon each 

Authorized Officer by these resolutions is in addition to, and shall in no 

way limit, such other authority as such Authorized Officer may have with 

respect to the subject matter of the foregoing resolutions, and that the 

omission from this resolution of any agreement or other arrangement 

contemplated by any of the agreements, instruments or documents

described in the foregoing resolutions or any action to be taken in 

accordance with any requirement of any of the agreements, instruments 

or documents described in the foregoing resolutions shall in no manner 

derogate from the authority of such Authorized Officer to take all actions 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

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5 

WEIL:\97454573\7\54457.0007

necessary, advisable or appropriate to consummate, effectuate, carry out 

or further the transactions contemplated by and the intents and purposes 

of the foregoing resolutions. 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 19 of 29
WEIL:\97454573\7\54457.0007

SCHEDULE I 

COMPANIES 

CHINOS HOLDINGS, INC., a Delaware corporation 

CHINOS INTERMEDIATE, INC., a Delaware corporation 

CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation 

J. CREW GROUP, INC., a Delaware corporation 

J. CREW OPERATING CORP., a Delaware corporation 

J. CREW INC., a Delaware corporation 

J. CREW INTERNATIONAL, INC., a Delaware corporation 

GRACE HOLMES, INC., a Delaware corporation 

H.F.D. NO. 55, INC., a Delaware corporation 

MADEWELL INC., a Delaware corporation 

J. CREW VIRGINIA, INC., a Virginia corporation 

J. CREW BRAND HOLDINGS, LLC, a Delaware limited liability company 

J. CREW BRAND INTERMEDIATE, LLC, a Delaware limited liability company 

J. CREW BRAND, LLC, a Delaware limited liability company 

J. CREW DOMESTIC BRAND, LLC, a Delaware limited liability company 

J. CREW BRAND CORP., a Delaware corporation 

J. CREW INTERNATIONAL BRAND, LLC, a Delaware limited liability company 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 20 of 29
Official Form 204 List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders Page 1 

WEIL:\97454573\7\54457.0007

☐ Check if this is an 

amended filing 

Official Form 204 

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 

Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 30 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 30 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 (for 

example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or 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. 

         Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

1  Deloitte Consulting 

Attn.:  Nick Handrinos 

30 Rockefeller Plaza, 41st Floor 

New York, New York 10112‐0015 

USA 

Attn.:  Nick Handrinos 

Phone:  (212) 492‐4000 

Email:  nhandrinos@deloitte.com  

Professional 

Services 

Unliquidated      $22,747,294.00 

2  Cosmic Gear Limited 

Attn.:  Sammy Hui 

25 Wang Chiu Road 

Kowloon Bay, KLN 

Hong Kong 

Attn.:  Sammy Hui 

Phone:  34279988 

Email:  sammy.hui@cosmic‐gear.com  

General 

Unsecured 

Claim 

Unliquidated      $14,305,544.00 

3  Sterling Apparel Ltd. 

Attn.:  Sam Chung 

9 Sheung Hei Street 

San Po Kong, KLN 

Hong Kong 

Attn.:  Sam Chung 

Phone:  852 23091823 

Email:  sam.chung@sphk.com.hk  

General 

Unsecured 

Claim 

Unliquidated      $13,683,285.00 

4  RGM Fashion Ltd. 

Attn.:  Billy Wong 

88 Lei Muk Road 

Kwai Chung, NT 

Hong Kong 

Attn.:  Billy Wong 

Phone:  2421‐1212 

Email:  billyw@rgm‐hk.com  

General 

Unsecured 

Claim 

Unliquidated      $12,631,201.00 

5  Fashion Accessories 

Attn.:  Anoop Thatai 

Phase VI Sector 37 

Gurgaon Haryana, 

India 

Attn.:  Anoop Thatai 

Phone:  91 124 4035046 

Email:  anoop@orientknits.com 

General 

Unsecured 

Claim 

Unliquidated      $11,092,743.00 

6  Kyung Seung Co Ltd. 

Attn.:  JJ Park 

408 Samseongro Gangnamgu 

Seoul, 

South Korea 

Attn.:  JJ Park 

Phone:  822 550 1440 

Email:  jjpark@kyungseung.com  

General 

Unsecured 

Claim 

Unliquidated      $10,250,359.00 

7  Aquarelle Clothing Limited 

Attn.:  Maneesh Patel 

Boundary Road 

Quatre Bornes, 

Mauritus 

Attn.:  Maneesh Patel 

Phone:  230‐466‐0833 

Email:  mpatel@laguna‐clothing.mu  

General 

Unsecured 

Claim 

Unliquidated      $7,817,402.00 

8  China Ting Garment Mfg. (Group) 

Attn.:  Peter Cheung 

55 King Yip Street 

Kwun Tong, KLN 

Hong Kong 

Attn.:  Peter Cheung 

Phone:  86 571 8625 8180 

Email:  Peter@conceptcreator.com.hk  

General 

Unsecured 

Claim 

Unliquidated      $7,729,955.00 

Fill in this information to identify the case: 

Debtor name: J. Crew Brand Holdings, LLC 

United States Bankruptcy Court for the Eastern District of Virginia 

 (State) 

Case number (If known): 

 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 21 of 29
 J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( )

Name 

Official Form 204 List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders Page 2 

WEIL:\97454573\7\54457.0007

Name of creditor and complete mailing 

address, including zip code 

Name, telephone number, and email 

address of creditor contact 

Nature of the 

claim (for 

example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or 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. 

         Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

9  First Glory Limited 

Attn.:  Steffi Chan 

2 Cheung Yue Street. 

Cheung Sha Wan, KLN 

Hong Kong 

Attn.:  Steffi Chan 

Phone:  2786 1612 

Email:  steffic@firstglory.com  

General 

Unsecured 

Claim 

Unliquidated      $7,511,182.00 

10  United Infinite Corp Taiwan Branch 

Attn.:  Richard Lo 

Jihu Road Neihu District 

Taipei City, 114 

Taiwan 

Attn.:  Richard Lo 

Phone:  886 2 8751 1768 

Email:  richard@kuohwa.com  

General 

Unsecured 

Claim 

Unliquidated      $7,142,987.00 

11  R K Industries IV 

Attn.:  Ajay Agarwal 

No. A 7&8 Thiru‐Vi‐Ka Indl 

Chennai 600032 

India 

Attn.:  Ajay Agarwal 

Phone:  0961374/97‐98 

Email:  ajay@rk‐india.com  

General 

Unsecured 

Claim 

Unliquidated      $6,460,387.00 

12  Saitex International Dong Nai 

Attn.:  Sanjeev Bahl 

Amata Ind Park Long Binh Ward 

Bien Hoa City, 81000 

Vietnam 

Attn.:  Sanjeev Bahl 

Phone:  84 61 8877 100 

Email:  sanjeev@sai‐tex.com  

General 

Unsecured 

Claim 

Unliquidated      $5,924,440.00 

13  Victory International Inc. 

Attn.:  Michael Cioato 

No. 77 Shengli 12th Street 

Taichung, 310 

China 

Attn.:  Michael Cioato 

Phone:  886 4 25317828 

Email:  michaelcioato@lfsourcing.com  

General 

Unsecured 

Claim 

Unliquidated      $5,890,914.00 

14  Suy Co. Ltd. 

Attn.:  Sunjian “SJ” Lee 

461 Yeoksam‐Ro Gangnam‐Ku 

Seoul, 135‐280 

South Korea 

Attn.:  Sunjian “SJ” Lee 

Phone:  82 2 558 4870 

Email:  aydenlee@suy.co.kr  

General 

Unsecured 

Claim 

Unliquidated      $5,737,742.00 

15  UPS 

Attn: Jason M. Owen 

1000 Semmes Ave 

Richmond, Virginia 23224 

USA 

Attn:  Jason M. Owen 

Phone:  (804) 814‐7952 

Email:  jowen@ups.com  

General 

Unsecured 

Claim 

Unliquidated      $5,393,857.00 

16  Hing Shing Looping Manufacturing 

Attn.:  Scarlett Cheung 

Flat B, 10/F, Wing Tai Centre 

12 Hing Yip Street 

Kwun Tong, KLN  

Hong Kong 

Attn.:  Scarlett Cheung 

Phone:  852 3761 6300 

Email:  scarlett.cheung@hingshing.com.hk  

General 

Unsecured 

Claim 

Unliquidated      $5,384,210.00 

17  Hoi Meng Sourcing 

Attn.: Winny Pak 

No 371 Edificio Keng Ou 14 Andar D 

Em Macau 

Macau 

Attn.:  Winny Pak 

Phone:  853 2875 5101 

Email:  winny_pak@hoimeng.com  

General 

Unsecured 

Claim 

Unliquidated      $5,374,316.00 

18  Manchu Times Fashion Limited 

Attn.:  Michael Durbin 

North Blockway Skyway House 3 

Sham Mong Road, Tai Kok Tsui 

Kowloon SN 

Hong Kong 

Attn.:  Michael Durbin 

Phone:  852 27816111 

Email: 

MichaelDurbin@ManchuTimesFashion.com  

General 

Unsecured 

Claim 

Unliquidated      $5,352,295.00 

19  Tien‐Hu Trading (Hong Kong) Ltd 

Attn.:  Sammy Wong 

55 Hung To Road 

Kwun Tong, KLN 

Hong Kong 

Attn.:  Sammy Wong 

Phone:  852 2328 8065 

Email:  sammy.wong@tienhu.com.hk  

General 

Unsecured 

Claim 

Unliquidated      $5,271,049.00 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 22 of 29
 J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( )

Name 

Official Form 204 List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders Page 3 

WEIL:\97454573\7\54457.0007

Name of creditor and complete mailing 

address, including zip code 

Name, telephone number, and email 

address of creditor contact 

Nature of the 

claim (for 

example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or 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. 

         Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

20  Texma International Co. Ltd. 

Attn.:  Roger Huang 

114 Nei‐Hu 

Taipei 

Taiwan 

Attn.:  Roger Huang 

Phone:  886‐2‐26598666 

Email:  roger@texma.com.tw  

General 

Unsecured 

Claim 

Unliquidated      $4,995,724.00 

21  KNT Limited 

Attn.:  Johnson Chong 

120‐124 Texaco Road 

Tsuen Wan 999077, NT 

Hong Kong 

Attn.:  Johnson Chong 

Phone:  852 3655 9688 

Email:  johnson@knt.com.hk  

General 

Unsecured 

Claim 

Unliquidated      $4,921,112.00 

22  Luen Thai Overseas Macao 

Attn.: Stephen Chin 

RMS 1001‐1005,10/F, Nanyang Plaza 

57 Hung To Road 

Kwun Tong, Kowloon 

Hong Kong 

Attn.:  Stephen Chin 

Phone:  853 2851 9106 

Email:  stephenchindg.dluxe‐bags.com  

General 

Unsecured 

Claim 

Unliquidated      $4,696,870.00 

23  Pan Pacific Co .Ltd. 

Attn.:  Simon Chong 

12 Digital Ro 31 Gil 

Guro Gu Seoul, 

South Korea 

Attn.:  Simon Chong 

Phone:  82 2 850 9437 

Email:  simonchong@pti‐pacific.com  

General 

Unsecured 

Claim 

Unliquidated      $4,422,706.00 

24  Rio Apparel HK Ltd. 

Attn.:  Susana Lee 

77 Mody Road, Suite 1019, 10th Floor 

Tsimshatsui East, KLN  

Hong Kong 

Attn.:  Susana Lee 

Phone:  (917) 671‐8755 

Email:  susana.lee@rioapparel.com  

General 

Unsecured 

Claim 

Unliquidated      $4,356,988.00 

25  Pro Sports Giao Thuy JSC 

Attn.:  Chinthaka Ranasinghe 

4A Area Ngo Dong Town 

Nam Dinh Province, 10000 

Vietnam 

Attn.:  Chinthaka Ranasinghe 

Phone:  84 903806132 

Email:  chinthaka@pro‐sports.com.vn  

General 

Unsecured 

Claim 

Unliquidated      $4,039,440.00 

26  Deloitte Tax LLP 

Attn.:  Brett Sherman 

30 Rockefeller Plaza, 41st Floor 

New York, New York 10112‐0015 

USA 

Attn.:  Brett Sherman 

Phone:  (212) 492‐4000 

Email:  bssherman@deloitte.com  

Professional 

Services 

Unliquidated      $3,977,309.00 

27  Gaurav International 

Attn.: Vijay Uppal 

Plot No. 236 Udyog Vihar 

Gurgaon, 7 

India 

Attn.:  Vijay Uppal 

Phone:  91 124 4804000 

Email:  vijay@richagroup.com  

General 

Unsecured 

Claim 

Unliquidated      $3,719,593.00 

28  D and J International Limited 

Attn.:  Jennifer Lee 

610 Nathan Road 

Mongkok, KLN 

Hong Kong 

Attn.:  Jennifer Lee 

Phone:  852 2737 9933 

Email:  Jenniferlee@dandj.cn  

General 

Unsecured 

Claim 

Unliquidated      $3,593,029.00 

29  Wilmington Savings Fund Society, FSB 

Attn.:  Gregg S. Bateman, Esq. 

500 Delaware Avenue 

Wilmington, Delaware 19801 

USA 

‐and‐ 

Seward & Kissel LLP 

Attn:  Gregg S. Bateman, Esq. 

One Battery Park Plaza 

New York, New York 10004 

USA 

Attn:  Gregg S. Bateman, Esq. 

Phone:  (212) 574‐1436 

Email:  bateman@sewkis.com  

Prepetition 

Term Loan 

Deficiency 

Contingent, 

Unliquidated, 

Disputed 

$1,342,121,219  Undetermined  Undetermined 

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Document Page 23 of 29
 J. Crew Brand Holdings, LLC Case number (if known) 20-_____ ( )

Name 

Official Form 204 List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders Page 4 

WEIL:\97454573\7\54457.0007

Name of creditor and complete mailing 

address, including zip code 

Name, telephone number, and email 

address of creditor contact 

Nature of the 

claim (for 

example, 

trade debts, 

bank loans, 

professional 

services, and 

government 

contracts)

Indicate if 

claim is 

contingent, 

unliquidated, 

or 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. 

         Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

30  Eaton Vance Management 

c/o Brown Rudnick LLP 

Attn.:  Sigmund S. Wissner‐Gross, Esq. 

Seven Times Square 

New York, New York 10036 

USA 

Attn.:  Sigmund S. Wissner‐Gross, Esq. 

Phone:  (212) 209‐4800 

Email:  swissner‐gross@brownrudnick.com  

Litigation  Contingent, 

Unliquidated, 

Disputed 

    Undetermined 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

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WEIL:\97454573\7\54457.0007

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

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

 : 

In re : Chapter 11 

: 

J. CREW BRAND HOLDINGS, LLC, : 20-______ (___) 

 : 

 Debtor. : 

 : 

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

 

CONSOLIDATED CORPORATE OWNERSHIP STATEMENT PURSUANT 

TO FEDERAL RULES OF BANKRUPTCY PROCEDURE 1007 AND 7007.1 

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

hereto as Exhibit A is an organizational chart reflecting all of the ownership interests in Chinos 

Holdings, Inc. (“Holdings”) and its affiliated debtors in the above-captioned chapter 11 cases, as 

debtors and debtors in possession (collectively, the “Debtors”). The Debtors respectfully 

represent as follows: 

The following entities own, directly or indirectly, 10 percent or more of Holdings’ equity 

interests: 

a. Certain funds sponsored by or affiliated with TPG Capital, L.P. collectively own 

approximately 55% of Holding’s common stock (the “Common Stock”) and 

approximately 66.2% of Holding’s 7% non-convertible perpetual series B preferred 

stock (the “Series B Preferred Stock”). 

b. Certain funds sponsored by or affiliated with Leonard Green & Partners LP 

collectively own approximately 20.7% of the Common Stock and approximately 

24.8% percent of the Series B Preferred Stock. 

c. Certain funds sponsored by or affiliated with Anchorage Capital Group, L.L.C. 

collectively own approximately 25.6% of 7% non-convertible perpetual series A 

preferred stock (the “Series A Preferred Stock”). 

d. Certain funds sponsored by or affiliated with GSO Capital Partners LP collectively 

own approximately 26.1% percent of Series A Preferred Stock. 

e. Certain funds sponsored by or affiliated with Goldman Sachs & Co. LLC owns 

approximately 15.5% of Series A Preferred Stock. 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

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2 

WEIL:\97454573\7\54457.0007

To the best of the Debtors’ knowledge and belief, no other corporation directly owns 10% or 

more of any class of Holding’s equity interests. 

Holdings indirectly or directly owns all of the equity interests of each other Debtor. 

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 26 of 29
WEIL:\97454573\7\54457.0007

Exhibit A 

Organizational Chart 

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Document Page 27 of 29
WEIL:\97454573\7\54457.0007

Case 20-32192 Doc 1 Filed 05/04/20 Entered 05/04/20 04:24:34 Desc Main

Document Page 28 of 29
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 

WEIL:\97454573\7\54457.0007

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 30 Largest Unsecured Claims and Are Not Insiders 

(Official Form 204) 

 Other document that requires a declaration Consolidated Corporate Ownership Statement 

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

Executed on May 4, 2020 

 MM / DD /YYYY

 /s/ Michael J. Nicholson 

Signature of individual signing on behalf of debtor 

Michael J. Nicholson 

Printed name 

President and Chief Operating Officer 

Position or relationship to debtor

Fill in this information to identify the case: 

Debtor name: J. Crew Brand Holdings, LLC 

United States Bankruptcy Court for the Eastern District of Virginia 

 (State) 

Case number (If known): 

 

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