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Brian S. Hermann (pro hac vice pending)

William A. Clareman (pro hac vice pending)

Alexander Woolverton (pro hac vice pending)

PAUL, WEISS, RIFKIND, 

WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, New York 10019

Tel.: (212) 373-3000

bhermann@paulweiss.com 

wclareman@paulweiss.com 

awoolverton@paulweiss.com 

Co-Counsel to Simon Property Group, Inc. 

and Its Affiliates

Stephen A. Metz (VA Bar No. 89738)

OFFIT KURMAN, P.A.

7501 Wisconsin Avenue, Suite 1000W

Bethesda, Maryland 20814

Tel.: (240) 507-1723

smetz@offitkurman.com

Joyce A. Kuhns (pro hac vice pending) 

OFFIT KURMAN, P.A. 

300 East Lombard Street, Suite 2010

Baltimore, Maryland 21202

Tel: (410) 209-6463

jkuhns@offitkurman.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re:

RETAIL GROUP, INC., et al.

Debtors.1

Chapter 11

Case No. 20-33113 (KRH)

(Jointly Administered)

SIMON PROPERTY GROUP, INC.’S (I) OBJECTION 

TO CONFIRMATION OF THE AMENDED JOINT CHAPTER 11 

PLAN OF REORGANIZATION OF ASCENA RETAIL GROUP, INC. 

AND ITS DEBTOR AFFILIATES AND (II) RESERVATON OF RIGHTS

Simon Property Group, Inc. (“Simon”), by and on behalf of itself and its affiliated 

entities (collectively the “Simon Landlords”) that are the landlords with respect to the properties 

identified herein, by its undersigned counsel, files this (i) objection to the Amended Joint Chapter 

 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ 

claims and noticing agent at http://cases.primeclerk.com/ascena. The location of Debtor Ascena Retail Group, 

Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 933 MacArthur 

Boulevard, Mahwah, New Jersey 07430.

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11 Plan of Reorganization of Ascena Retail Group, Inc. and its Debtor Affiliates [Docket 

No. 1403] (as amended, modified, or supplemented from time to time, the “Plan”)2 and 

(ii) reservation of rights (this “Objection”), and respectfully states as follows:

PRELIMINARY STATEMENT

1. When this Court approved the sale of the Debtors’ Lane Bryant and 

premium business segment, the Court aptly observed that “when you look at it from a 15,000 foot 

view, this is a pretty marvelous transaction,” and further commented that “the going concern 

aspects of this are just huge.” In re Ascena Retail Grp., Inc., et al., Hr’g Tr. at 38:19–21 (Bankr. 

E.D. Va. Dec. 8, 2020). Through the sale, the Purchaser promised to “tak[e] at least 900 stores as 

part of this process, preserving the business, [and] thousands of jobs,” id. at 7:17–19, leaving for 

a later day the determination and process for assumption and assignment of specific store leases. 

2. Since then the Purchaser has laid bare its intention to significantly reduce 

the business’ physical store presence in the near term. The result will be a significantly less 

creditworthy lessee than the entity with which the Simon Landlords originally contracted. The 

Purchaser’s significantly reduced store footprint and mix of remaining stores not only will 

diminish the profitability of its brick-and-mortar business, but also will hurt its e-commerce 

business, as a strong physical presence drives e-commerce sales and profitability as well. The 

Simon Landlords’ concern is supported by a depth of experience as the largest shopping center 

operator in the United States, as well as its own experience owning and operating retailers across 

the United States, including iconic retailers like J.C. Penney, Brooks Brothers, Lucky Brand, 

Forever 21, and Aéropostale.

 2 Capitalized terms not otherwise defined herein shall have the same meanings ascribed to those terms in the Plan.

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3. This far greater business risk is apparent from the Purchaser’s strategy of 

noticing for closure a number of profitable stores and reserving for possible assumption and 

assignment a significant proportion of the remaining leases with short remaining terms. This is in 

stark contrast to the Debtors’ strategy of renegotiating various leases with the Simon Landlords 

and assuming such leases to ensure they kept profitable stores and a big enough store footprint to 

prudently drive e-commerce traffic and profitability as well. That is why, in the shadow of the 

sale negotiations with the Purchaser, the Debtors and the Simon Landlords executed the Master 

Agreement discussed herein, pursuant to which the Debtors and the Simon Landlords would 

modify various of their leases and assume them as modified. The Purchaser’s about face from the 

Master Agreement in favor of a far different, and worse, store lease portfolio, places the business 

at far greater risk than anyone contemplated at the time of the sale. 

4. The Bankruptcy Code expressly protects the Simon Landlords from 

shouldering such business risk. Specifically, the Bankruptcy Code requires an assignee to provide 

landlords with adequate assurance that it has the financial and operational capability to continue 

to perform under leases it designates for assumption and assignment. For landlords of shopping 

center leases, which the Simon Landlords’ leases are, an assignee must satisfy a higher burden: it 

must demonstrate that its financial condition and operating performance is “similar to the financial 

condition and operating performance of the debtor . . . as of the time the debtor became the lessee 

under the lease.” 11 U.S.C. § 365(b)(3)(A). 

5. These protections are particularly critical where, as here, the acquirer is a 

newly-formed entity and is wholly owned by a parent company—Sycamore Partners Management, 

L.P. (“Sycamore”)—that has repeatedly bankrupted retailers it acquired to the detriment of their

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creditors,3 and whose managing members’ actions are currently at the center of fiduciary duty and 

fraudulent conveyance litigation surrounding, among other things, Sycamore’s failed investment 

in Nine West. See In re Nine West LBO Secs. Litig., 2020 WL 7090277, at *2–4. Based on public 

filings, Sycamore has agreed to bankrupt another one of its retailers, Belk, Inc.4 And another of 

its retail investments, The Talbots, Inc., appears headed towards a restructuring.5 Against this 

backdrop, the recent decision by the Purchaser to close 160 of 226 stores leased from the Simon 

Landlords—stores that the Debtors intended as recently as November to keep—gives rise to 

significant concerns regarding the Purchaser’s financial and operational ability to satisfy their 

statutory and contractual commitments. 

6. Here, neither the Purchaser nor Sycamore has provided any evidence to 

satisfy the general standard for adequate assurance under section 365, let alone the far more 

stringent one under section 365(b)(3)(A) of the Bankruptcy Code applicable to shopping center 

leases. To the contrary, on information and belief, and based on the Purchaser’s announced store 

closures to date, the Purchaser and Sycamore intend to operate the business by seeking to close a 

large number of profitable stores and assume many leases with shorter durations (including leases 

under which the Debtors are holdover tenants), the closure of which would surely follow in due 

 3 See e.g., In re Nine West LBO Secs. Litig., __ F. Supp. 3d __, 2020 WL 7090277 (S.D.N.Y. Dec. 4, 2020)

(discussing Sycamore’s and its principals’ role in bankrupting Nine Westthrough a transaction detrimentalto the 

health of Nine West’s business, facts central to the resulting litigation); In re Aéropostale, Inc., 555 B.R. 369 

(Bankr. S.D.N.Y. 2016) (discussing the role of Sycamore, and its employees and affiliates, at the heart of the 

debtors’ equitable subordination claims against them).

4 See Form 8-K of Belk, Inc.(Dec. 3, 2015) (announcing the entry of a merger where Sycamore became the equity 

sponsor of Belk); Summary of Plan of Reorganization, Information Regarding Key Dates, and Certain Other 

Matters, PRIME CLERK (Jan. 26, 2021) (announcing Belk, Inc.’s entry into a restructuring support agreement and 

expected imminent bankruptcy), available at https://cases.primeclerk.com/belkballots.

5 See Form 8-K of The Talbots, Inc.(Aug. 2, 2012) (announcing the entry of a merger where Sycamore became the 

equity sponsor of Talbots); Talbots Lenders Coalesce with Advisors, DEBTWIRE (Feb. 1, 2021) (announcing that 

lenders to Talbots are organizing in light of near-term debt maturities and Talbots’ ongoing commercial distress 

in the retail space).

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course. These maneuvers imperil the business and its brands, causing the Purchaser to bear no 

resemblance to the tenant the Simon Landlords contracted with at lease-inception. It is on that 

basis alone that the Court cannot confirm the Plan to the extent it provides for the assignment to 

the Purchaser of leases with the Simon Landlords.

RELEVANT BACKGROUND

7. On July 23, 2020 (the “Petition Date”), the above-captioned debtors (the 

“Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code 

(the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their 

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

8. As of the Petition Date, the Simon Landlords were the owners, or the 

managing agents for the owners, of certain shopping centers in which the Debtors lease retail store 

space pursuant to 417 unexpired leases. Subsequently, the Debtors rejected 191 of those leases,6

leaving 226 leases (the “Leases”) outstanding, which are identified on Exhibit A attached hereto. 

The Debtors operated the Leases under their LOFT, Ann Taylor, Catherine’s and Lane Bryant 

brands. 

9. On August 27, 2020, the Court entered an Order (I) Authorizing and 

Approving Procedures to Reject or Assume Executory Contracts and Unexpired Leases, and 

(II) Granting Related Relief [Docket No. 458] (the “Rejection / Assumption Procedures Order”), 

which provides expedited procedures for the rejection, assumption, or assumption and assignment 

of executory contracts and unexpired leases. That same day, the Court also entered a Final Order 

Granting Debtors’ Motion for Entry Of Interim and Final Orders (I) Authorizing the Debtors to 

Assume the Consulting Agreement, (II) Approving Procedures for Store Closing Sales, and 

 6 See Docket Nos. 12, 120, 183, 237, 346, 603, 614, 917, 1086, 1296, 1502.

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(III) Granting Related Relief [Docket No. 445] (the “Store Closing Order”), which sets forth 

procedures and guidelines for the Debtors to close certain stores and sell certain property located 

therein free and clear of all liens, claims, and encumbrances, and which establishes notice and 

objection procedures for the same.

10. On September 29, 2020, the Debtors filed the Plan Supplement [Docket

No. 719] to their Amended Joint Chapter 11 Plan of Reorganization of Ascena Retail Group, Inc. 

and Its Debtor Affiliates, filed on September 17, 2020 [Docket No. 601], which, among other 

things, included a list of Leases to be assumed pursuant to the Plan, and the proposed cure amounts

(the “Assumption List”) as Exhibit C thereto. 7 On October 13, 2020, the Simon Landlords filed 

their Limited Objection and Reservation of Rights of Simon Property Group, Inc. to Debtors’ 

Proposed Cure Amounts [Docket No. 865] (the “Limited Objection”) to the Assumption List

setting forth the associated cure costs for the Leases included on the Assumption List. 

11. On November 19, 2020, the Simon Landlords and certain of the Debtorlessees entered into that certain Master Agreement Regarding Modification of Existing Leases

(the “Master Agreement”). 8 Pursuant to the Master Agreement, the Debtors agreed to assume, or 

assume and assign, all 226 remaining Leases on modified terms, meaningfully reducing the 

Debtors’ rent obligations to the Simon Landlords, and establishing the foundation for the Debtors’ 

ability to operate as a stable, going-concern business. The Master Agreement’s effectiveness was 

 7 Given the Court’s entry of the Sale Order (as defined herein) and the Debtors’ filing of the Store Closing Notice 

(as defined herein), the latter of which included Leases originally included on the Assumption List, the Simon 

Landlords assume that the Assumption List has been superseded by the Store Closing Notice and is now moot. 

8 While the Master Agreement was executed by the Simon Landlords and the Debtors on November 19, 2020,

certain conditions precedent were not fulfilled and as a result the Master Agreement is not currently in effect. 

The Master Agreement was not publicly filed by the Debtors, and it contains a confidentiality provision which 

precludes its public filing at this time. In advance of the Confirmation Hearing (as defined herein), the Simon 

Landlords will work with the Debtors (and other parties from whom discovery is sought) on an appropriate form 

of protective order to govern the manner in which the Master Agreement and other confidential documents may 

be offered into evidence and referred to on the record at the Confirmation Hearing.

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conditioned on either the entry of an order from the Court assuming (or assuming and assigning)

the Leases (as modified by the Master Agreement), or the confirmation of a plan of reorganization 

providing for the assumption (or assumption and assignment) of the Leases. 

12. Consistent with the entry into the Master Agreement, on November 23, 

2020, the Debtors filed the Amended Joint Chapter 11 Plan of Reorganization of Ascena Retail 

Group, Inc. and Its Debtor Affiliates (Technical Modifications) [Docket No. 1189], which 

provided for the assumption of certain executory contracts and unexpired leases, including those 

to be assumed under the Master Agreement. 

13. A hearing to confirm this chapter 11 plan never occurred. Rather, on 

November 26, 2020, just a week after entry into the Master Agreement, the Debtors filed the Sale 

Motion,

9 which, among other things, sought the approval of the sale (the “Sale”) to Premium 

Apparel LLC (the “Purchaser”), an affiliate of Sycamore, of their remaining businesses, including 

Lane Bryant and the Debtors’ premium business segment including Ann Taylor, LOFT, and Lou 

& Grey. 

14. On December 8, 2020, the Court entered the Sale Order,10 which, among 

other things, authorized the Debtors and the Purchaser to consummate the Sale pursuant to that 

certain Asset Purchase Agreement, dated as of November 26, 2020 (the “Asset Purchase 

 9 The “Sale Motion” means the Debtors’ Motion for Entry of An Order (I) Approving the Assumption and 

Assignment of Certain Non-Real Property Contracts and Real Property Leases, (II) Approving the Sale of

Premium and Lane Bryant and Certain Other Assets Free and Clear of All Liens, Claims, Encumbrances, and 

Interests, (III) Authorizing the Assumption and Assignment of Certain Executory Contacts and Unexpired Leases, 

(IV) Establishing Rejection Procedures, and (V) Granting Related Relief[Docket No. 1212].

10 The “Sale Order” means the Order (I) Approving the Assumption and Assignment of Certain Real Contracts and 

Real Property Leases, (II)Approving the Sale of Premium and Lane Bryant and Certain other Assets Free and 

Clear of All Liens, Claims, Encumbrances, and Interests, (III) Authorizing the Assumption and Assignment of 

Certain Executory Contracts and Unexpired Leases, (IV)Establishing Rejection Procedures, and (V) Granting 

Related Relief[Docket No. 1295].

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Agreement”), by and among Ascena Retail Group, Inc., as seller, each of the subsidiaries of the 

seller listed therein, and the Purchaser. 

15. Pursuant to the Sale Order, the Purchaser has until February 18, 2021 at 

5:00 p.m. (New York time) (the “Designation Deadline”) to designate any of the Debtors’ 

remaining leases for assumption and assignment to the Purchaser or one of its affiliates. (Sale 

Order ¶ 27). The Sale Order also provided that the Rejection / Assumption Procedures Order 

governs the noticing and objection procedures for the designation of such leases occurring pursuant 

to the Sale Order and the Asset Purchase Agreement, including for any Assumed Real Property 

Leases (as defined in the Asset Purchase Agreement). Under both the Sale Order and the Asset 

Purchase Agreement, the Purchaser or its designee is obligated to cure defaults and provide 

adequate assurance of future performance with respect to any Assumed Real Property Lease. (See, 

e.g., Asset Purchase Agreement §§ 2.5(g), 7.09(h); Sale Order ¶¶ 26, 37.) Moreover, Section 

2.5(b) of the Asset Purchase Agreement requires that the Purchaser designate real property leases 

“for not less than 900 stores” as Assumed Real Property Leases (as defined in the Sale Order) on 

or before the Designation Deadline. At the Sale hearing, this commitment by the Purchaser to 

continue operating at least 900 stores was touted as central to the deal, and evidence of the 

Purchaser’s commitment to maintain the Debtors’ business as a going concern, saving thousands 

of jobs nationwide. In re Ascena Retail Grp., Inc., et al., Hr’g Tr. at 7:15–19, 38:1–22 (Bankr. 

E.D. Va. Dec. 8, 2020).

16. On December 30, 2020, the Debtors filed the Plan. The Plan, as amended,

includes modifications to reflect the consummation of the Sale, provided that the Sale closes on or 

before the Effective Date.11 Article V.B. of the Plan provides that if the Sale is consummated

 11 If the Sale is not consummated before the Effective Date, then the Plan may be consummated in accordance with 

its original, pre-Sale provisions. Specifically, Article V.A. of the Plan provides for the treatment of executory 

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before the Effective Date, all executory contracts and unexpired leases not previously assumed, 

assumed and assigned, or rejected are deemed rejected unless they are the subject of a pending 

assumption motion. The hearing regarding confirmation of the Plan is scheduled for February 25, 

2021 at 1:00 p.m. (New York time) (the “Confirmation Hearing”).

17. On January 25, 2021, the Debtors filed a Notice of Filing of Additional Store 

Closing List [Docket No. 1540], which was subsequently amended [Docket Nos. 1570 & 1591]

(the “Store Closing Notice”), pursuant to the Store Closing Order, which provided for the closure 

of 160 of the stores subject to the Leases with the Simon Landlords (the “Noticed Leases”). On 

February 3, 2021, the Debtors filed a Notice of Rejection of Certain Executory Contracts and/or 

Unexpired Leases [Docket No. 1597] (the “Rejection Notice”), which proposed the rejection of 10 

of the Noticed Leases. The Store Closing Notice was a significant departure from the Master 

Agreement negotiated less than three months prior, which promised to retain all of the 226 stores, 

and close none. Although the Store Closing Notice is silent as to the ultimate treatment of the 

remaining 66 store Leases (the “Remaining Leases”), nearly half of them have either already 

expired (and are thus not capable of assumption or assumption and assignment) or will expire 

within the next twelve months. With no assurance they will be renewed, additional store closures

are likely. On information and belief, the strategy reflected in this store closure plan is not unique 

to the Simon Landlords: the Simon Landlords understand that, in the Purchaser’s negotiations 

with other significant landlords, the Purchaser is similarly focusing on keeping leases with 

similarly short durations. 

 

contracts and unexpired leases in the event the Sale is not consummated before the Effective Date of the Plan in 

which case unexpired leases not previously assumed, assumed and assigned, or rejected are deemed assumed by 

the Reorganized Debtors. 

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18. To date, other than the Rejection Notice, no assumption or rejection motions 

or notices have been filed as to a majority of the Leases, and none of the Remaining Leases. 

However, in view of the Store Closing Notice and the Rejection Notice, it clearly stands to reason 

that the Purchaser does not intend to designate the Noticed Leases for assumption and assignment 

to the Purchaser or its designee, and the Noticed Leases will likely be rejected. To the extent the 

Purchaser seeks to take by assignment any of the Remaining Leases that have not expired, the 

Debtor and the Purchaser must demonstrate adequate assurance of the Purchaser’s (or its 

designee’s) ability to perform. Neither the Debtors nor the Purchaser has offered any evidence to 

satisfy this burden, and the Simon Landlords believe it cannot in the light of the stores it seeks to 

close and the short remaining terms on many of the unexpired Remaining Leases.12 

19. Given the consequences of the Sale and the Store Closing Notice for the 

Debtors’ business and the Purchaser’s ability to perform its obligations under the Remaining

Leases, the Simon Landlords file this Objection (i) because neither the Debtors nor the Purchaser

have carried their burden to provide adequate assurance of future performance, and (ii) to preserve 

their rights to receive proper treatment under the Bankruptcy Code with respect to the Leases. 

OBJECTION

20. The Debtors must demonstrate by a preponderance of the evidence that the 

Plan satisfies section 1129(a) of the Bankruptcy Code. See In re Mohammad, 596 B.R. 34, 39 

(Bankr. E.D. Va. 2019) (plan proponent has burden of persuasion by a preponderance of the 

evidence); In re Smith, 58 B.R. 652, 654 (Bankr. W.D. Va. 1985), aff’d sub nom. In re 

Architectural Design, Inc., 59 B.R. 1019 (W.D. Va. 1986). As discussed herein, the Debtors have 

 12 Concurrently with filing of this Objection, the Simon Landlords have sought discovery regarding the issues raised 

herein.

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failed to meet this burden because they have not provided any evidence of the Purchaser’s or 

Sycamore’s financial condition and operating performance, let alone their similarity to the 

Debtors’ financial condition and operating performance at Lease-inception. 

A. The Plan Must Satisfy All Applicable Provisions of the Bankruptcy Code pursuant to 

Section 1129(a)(1), including Applicable Provisions under Section 365.

21. Pursuant to section 1129(a)(1) of the Bankruptcy Code, a plan must comply 

with all of the applicable provisions of the Bankruptcy Code. This provision also encompasses 

the requirements of section 1123 of the Bankruptcy Code governing the contents of the plan. See

S. REP. NO. 95-989, at 126 (1978); H.R. REP. NO. 95-595, at 412 (1977); see also Kane v. JohnsManville Corp. (In re Johns-Manville Corp.), 843 F.2d 636, 648-49 (2d Cir. 1988). Section 

1123(b)(2) of the Bankruptcy Code states that “a plan may—subject to section 365 of this title, 

provide for the assumption, rejection, or assignment of any executory contract or unexpired lease 

of the debtor not previously rejected under such section.” 11 U.S.C. § 1123(b)(2). 

22. A plan that seeks to assume, assume and assign, or reject an executory 

contract or unexpired lease must satisfy the requirements of section 365 of the Bankruptcy Code. 

As with plan confirmation, the Debtors also bear the ultimate burden of persuasion under section 

365. See In re S. Galeski Optical Co., 1997 WL 33807884, at *3 (Bankr. E.D. Va. Aug. 28, 1997) 

(“[T]he Debtor has the ultimate burden of persuasion that all requirements for assumption have 

been met.”); In re Rachels Indus., Inc., 109 B.R. 797, 802 (Bankr. W.D. Tenn. 1990); see also 

Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1309 (5th Cir. 1985).

23. Under section 365(d)(4) of the Bankruptcy Code, a debtor must assume or 

reject an unexpired lease of nonresidential real property by no later than the entry of an order 

confirming a plan. See 11 U.S.C. § 365(d)(4). To assume and assign an unexpired lease of 

nonresidential real property, sections 365(b) and 365(f) are read together to require that a debtor

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must provide “adequate assurance of future performance by the assignee of such” lease and 

likewise provide for the cure, including payment of any cure amounts, of any defaults under such 

lease. See 11 U.S.C. §§ 365(b)(1), (f)(2). 

24. Moreover, if the lease to be assumed and assigned is a lease of real property 

in a “shopping center,” the debtor must satisfy the heightened adequate assurance requirements of 

section 365(b)(3). Section 365(b)(3) provides that, with respect to such a lease, a debtor or 

assignee, as the case may be, must provide adequate assurance:

(A) of the source of rent and other consideration due under such 

lease, and in the case of an assignment, that the financial condition 

and operating performance of the proposed assignee and its 

guarantors, if any, shall be similar to the financial condition and 

operating performance of the debtor and its guarantors, if any, as of 

the time the debtor became the lessee under the lease;

(B) that any percentage rent due under such lease will not decline 

substantially;

(C) that assumption or assignment of such lease is subject to all the 

provisions thereof, including (but not limited to) provisions such as 

a radius, location, use, or exclusivity provision, and will not breach 

any such provision contained in any other lease, financing 

agreement, or master agreement relating to such shopping center; 

and

(D) that assumption or assignment of such lease will not disrupt any 

tenant mix or balance in such shopping center.

11 U.S.C. § 365(b)(3)(A)–(D). 

25. As noted above, Article V of the Plan addresses the treatment of executory 

contracts and unexpired leases, including any Leases that may be Assumed Real Property Leases 

under the Asset Purchase Agreement. However, as discussed herein, neither the Debtors nor the 

Purchaser has provided any evidence to support assumption and assignment of any of the 

Remaining Leases, let alone evidence to carry the heightened burden applicable under section 

365(b)(3). 

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B. The Debtors Have Demonstrated No Evidence of Adequate Assurance of Future 

Performance for Any of the Leases.

26. Given the Debtors’ filing of the Store Closing Notice and the Rejection 

Notice, coupled with the abandonment of the Master Agreement, it is apparent that the Purchaser

does not intend to designate the Noticed Leases for assumption and assignment, that the Debtors 

will file a notice to reject them, and that the Purchaser may designate at least a portion of the

Remaining Leases for assumption and assignment. If the Debtors do so, the Debtors have not 

provided any evidence to demonstrate adequate assurance of future performance for any such

Remaining Leases. 

27. Each of the Leases is a lease of “real property in a shopping center” as set 

forth in section 365(b)(3) of the Bankruptcy Code. See In re Trak Auto Corp., 367 F.3d 237, 242 

(4th Cir. 2004) (discussing the applicability of section 365(b)(3) to shopping center leases); In re 

Joshua Slocum, Ltd., 922. F. 2d 1081, 1086–88 (3d Cir. 1990) (discussing the multi-factor test for 

determining whether a lease is a “shopping center” lease; see also In re Toys “R” Us Prop. Co. I, 

LLC, 598 B.R. 233, 239–41 (Bankr. E.D. Va. 2019) (applying the Joshua Slocumtest to a proposed 

assumption and assignment of a shopping center lease); In re Sun TV & Appliances, Inc., 234 B.R. 

356, 360–70 (Bankr. D. Del. 1999) (same). As such, section 365(b)(3)(A) requires that (i) the 

source of consideration under the assigned lease and (ii) the financial condition and operating 

performance of the proposed assignee of such lease each be similar to such condition and 

performance of the debtor as of the time the debtor became a lessee under such lease. As the 

District Court for the Southern District in New York recently observed, the purpose of this 

heightened standard is to “assure the landlord that it would not have to endure a second bankruptcy 

any time soon.” In re Sears Holdings Corp. (MOAC Mall Holdings LLC v. Transform Holdco 

LLC), 613 B.R. 51, 74 (S.D.N.Y. 2020), vacated on other grounds, 616 B.R. 615 (S.D.N.Y. 2020). 

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28. The Sears court engaged in an in-depth analysis of the additional protections 

provided under section 365(b)(3) and, in that case, determined that the purchaser’s provision of 

draft financial statements was insufficient to satisfy the more stringent requirements of section 

365(b)(3). The court reasoned that mere submissions of the assignee’s net worth or current 

financial wherewithal are insufficient to satisfy the statutory test. Id. at 78. Instead, the Debtors 

must demonstrate the Purchaser’s “similar” financial condition and operating performance to the 

applicable Debtors at the commencement of each applicable Lease, which requires at least 

“proportionally comparable financial health between the assignee and/or its guarantors and the 

debtor as of the lease’s inception.” Id. at 75. Where, as here, the assignee is a newly-formed 

entity, a court may look to the strength and business experience of the assignee’s owner and 

operator in comparison to that of the debtor at the time the debtor became the lessee. Id. at 75–76. 

29. No evidence whatsoever has been provided to demonstrate the Purchaser’s 

ability to satisfy this prong of section 365. Indeed, as the Sears court held, a mere review of the

proposed assignee’s financials or benefits of the assignment transaction is insufficient to sustain a 

finding by the Court of the requisite similarity. Instead, the Debtors, the Purchaser, and/or 

Sycamore must submit evidence to carry their burden, and this Court must review and find that 

such evidence demonstrates a clear similarity between the Purchaser now compared to the Debtors 

at the inception of the term under the respective Leases. Id. at 74–79 (noting that mere assigneebalance sheet equity in excess of $250 million and permission under the lease for Sears to make 

an assignment to an assignee with equity value over of $50 million did not demonstrate similarity, 

and that a court may not deviate from similarity-based standards in determining adequate assurance 

under section 365(b)(3)(A)).

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30. When the Simon Landlords originally entered into each of the Leases with 

the tenants, the Debtors were an established and successful retailer, in a relatively strong and wellcapitalized position, with dependable historical business performance and a business plan that 

provided a reasonable expectation of future financial and operational success. The same cannot 

be said of the Purchaser. The Purchaser is a newly-formed entity controlled by Sycamore without 

any financial or operating track record; it is already apparent that the Purchaser is not in any way 

similar to the Debtors at the inception of the Leases within the meaning of section 365(b)(3)(A). 

31. The Store Closing Notice (which will result in the imminent closure of at 

least 160 of the Simon Landlords’ leased stores) and inevitable rejection of the Noticed Leases

reflects an unequivocal repudiation of the foundational assumptions and analyses underlying the 

Debtors’ business and operational plan from just a few months ago, when it executed the Master 

Agreement that would have preserved all of those stores. On information and belief, the Purchaser 

has taken a similar approach with many unrelated shopping center landlords—i.e., noticing stores 

for closure or leases for assumption and assignment, as the case may be, in a manner that will 

result in a significantly smaller number of leased stores in the near future. By repudiating the 

business rationale behind the Master Agreement, closing significant numbers of stores, and risking 

future closures by taking so many short-term leases, the Purchaser is signaling clearly that it will 

be in a very different and considerably weaker financial and operational position than when the 

Debtors first entered into the Leases. 

32. The Simon Landlords do not understand why the Purchaser would pursue 

such a business strategy. While the Purchaser may seek to satisfy the letter of its obligation to 

keep at least 900 of the Debtors’ leases, its actions to date are completely at odds with its spirit. 

Given the near certain closure of additional stores shortly after the Effective Date, the 900-store 

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requirement will be little more than a mirage. If the Purchaser’s acquired business were to 

substantially downsize through the near-term termination of a significant portion of its “assumed” 

leases, then, on information and belief, (i) it appears clear that the Purchaser would have far worse 

anticipated profitability than was originally represented in the context of the Court’s approval of 

the Sale, both through reduced in-store sales and a likely corresponding drop in e-commerce 

performance, and (ii) it is not at all clear how the Court could find that the Purchaser has a similar 

financial condition or operational performance to that of the Debtors at Lease inception. 

33. Finally, to the extent Sycamore, as an owner and operator of various retail 

businesses, seeks to substitute its financial and operational wherewithal for the Purchaser’s, that 

too is cold comfort and insufficient adequate assurance of future performance under existing case 

law. See In re Sears, 613 B.R. at 76 (a court may analyze the business experience of the assignee’s 

management and owners, the financial strength and documents of the same, and other public 

records related thereto) (collecting cases). Over the years, Sycamore has bankrupted a number of 

the retailers it has either owned and operated or in which it has invested. These include, Nine West 

Holdings, Inc., Aéropostale, Inc., Belk, Inc. (executed restructuring agreement to file bankruptcy),

and The Talbots, Inc. (appears from press reports to be headed towards a restructuring). In 

addition, one of Sycamore’s bankrupt retail portfolio companies, Nine West, has spawned 

extensive litigation concerning breaches of fiduciary duty and other alleged bad acts, where many 

of the central inquiries relate to alleged bad acts by Sycamore’s own principals. As a consequence, 

it can hardly be the case that Sycamore’s track record provides an adequate substitute for the 

financial and operational wherewithal of the tenants the Simon Landlords contracted with. 

34. As the Sears court held in determining that another assignee failed to satisfy 

the adequate assurance requirements of section 365(b)(3)(A), and was, in fact, “not similar” to the 

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debtors at inception, so too must this Court find that, absent any affirmative case by the Debtors, 

the Purchaser, and/or Sycamore to demonstrate convincingly the Purchaser’s ability to satisfy the 

requirements of section 365 of the Bankruptcy Code, the Plan cannot be confirmed, and the 

Remaining Leases cannot be assumed and assigned. 

RESERVATION OF RIGHTS

35. In addition to the assertions set forth above, and given that, other than the 

Rejection Notice, the Debtors have yet to issue a notice assuming, assuming and assigning, or 

rejecting any of the Leases, the Simon Landlords hereby reserve their rights to (i) modify this 

Objection or submit further objections pending the outcome of discovery and the proposed 

treatment of the Leases; (ii) submit, proffer, or adduce any evidence or testimony in support of this 

Objection if and when it becomes available before or at the Confirmation Hearing; (iii) oppose the 

assumption, assumption and assignment or rejection of any of the Leases, including any of those 

proposed to be rejected under the Rejection Notice.13 Nothing in this Objection shall constitute a 

waiver of any right or defense of the Simon Landlords under the Leases, the Plan, or any order of 

the Court. 

36. Furthermore, to the extent the Debtors file a modified Assumption List or 

another notice or motion assuming, assuming and assigning, or rejecting any of the Leases, the 

Simon Landlords hereby reserve their rights to object to any proposed cure, adequate assurance of 

future performance, or rejection damages, as applicable, including with respect to, among other 

things, the applicable lessee’s obligation to pay all charges under the Leases such as unbilled taxes 

and rent, year-end tax and percentage rent adjustments, reconciliations, and indemnification 

 13 In addition, to the extent that the Debtors intend to rely on Article V.A of the Plan to assume the Leases, the 

Simon Landlords hereby reserve their rights to argue that the Debtors have failed to satisfy their obligation to 

submit any evidence of proposed cure amounts or to demonstrate their ability to provide adequate assurance of 

future performance under the Leases.

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obligations owed to the Simon Landlords, in each case either through the filing of a supplement to 

this Objection or to the Limited Objection, through another filed pleading, or at a hearing before 

the Court.

ASSUMPTION AND AMENDMENT AGREEMENT AND SEPARATE ORDER

37. Finally, if the Court decides to confirm the Plan and order the assumption

or the assumption and assignment of any of the Leases to the Purchaser notwithstanding the 

assertions made in this Objection, then the Simon Landlords request that (i) the applicable 

assignees to the assumed and assigned Leases be required to enter into a short form assumption 

and amendment agreement, to ensure that such assignee will be directly obligated to the Simon 

Landlords and to modify the pertinent notice provisions of such Leases and (ii) any such

assumption or assumption and assignment of the Leases be approved by a separate order of the 

Court, independent from the Court’s order confirming the Plan.

38. Furthermore, in the event the Court determines to approve the assumption 

and assignment of any of the Leases without concurrently making a finding regarding the 

sufficiency of the adequate assurance of future performance by the Purchaser, then the Simon 

Landlords request that this Court shall make a finding as to sufficiency of such adequate assurance 

no later than thirty (30) days after the entry of the order confirming the Plan, notwithstanding 

Article V.B of the Plan permitting such finding to occur as late as “90 days after the Effective 

Date.”

[Remainder of page intentionally left blank]

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WHEREFORE, the Simon Landlords request that the Court enter an order denying 

confirmation of the Plan and assumption and assignment of any of the Remaining Lease, and 

granting such other and further relief as the Court deems just and proper.

Dated: February 3, 2021

 /s/ Stephen A. Metz

Stephen A. Metz (VA Bar No. 89738)

OFFIT KURMAN, P.A.

7501 Wisconsin Avenue, Suite 1000W

Bethesda, MD 20814

Tel.: (240) 507-1723

smetz@offitkurman.com

Joyce A. Kuhns (pro hac vice pending) 

OFFIT KURMAN, P.A. 

300 East Lombard Street, Suite 2010

Baltimore, MD 21202

Tel: (410) 209-6463

jkuhns@offitkurman.com

-andBrian S. Hermann (pro hac vice pending)

William A. Clareman (pro hac vice pending)

Alexander Woolverton (pro hac vice pending)

PAUL, WEISS, RIFKIND, 

WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, NY 10019

Tel.: (212) 373-3000

bhermann@paulweiss.com 

wclareman@paulweiss.com 

awoolverton@paulweiss.com 

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on the 3rd day of February, 2021, I caused to be 

served a true and accurate copy of the foregoing pleading to be served by email on the parties on 

the attached list with email addresses, and all parties receiving notices in this case through the 

Administrative Procedures of the CM/ECF System for the United States Bankruptcy Court for the 

Eastern District of Virginia.

By: /s/ Stephen A. Metz__________

Stephen A. Metz, Esq.

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Exhibit A

List of Leases by Simon to the Debtors

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

1 7848 Allen Premium Outlets Ann Taylor Factory Store 1/31/2021 300 7 N/

,805

2 7848 Allen Premium Outlets Loft Outlet 1/31/2025 240 9,514 N/3 5201 Arundel Mills Loft Outlet 1/31/2023 464 6,626 N/4 7845 Aurora Farms Premium Outlets Ann Taylor Factory Store 1/31/2022 0400B 7,180 N/5 7845 Aurora Farms Premium Outlets Loft Outlet 1/31/2022 0360A 6,000 N/6 302 Battlefield Mall Loft 1/31/2021 F19 5,430 N/7 8099 Bay Park Square Loft 1/31/2024 669 4,750 N/8 7962 Calhoun Outlet Marketplace Lane Bryant 7/31/2021 A057A 5,378 N/9 7962 Calhoun Outlet Marketplace Loft Outlet 1/31/2022 A029 12,000 N/

10 7883 Carolina Premium Outlets Loft Outlet 1/31/2021 0850A 7,200 N/11 7883 Carolina Premium Outlets Ann Taylor Factory Store 1/31/2022 0010A 6,013 N/

12 8041 Charlotte Premium Outlets Ann Taylor Factory Store 1/31/2025 200 6,000 N/

13 8041 Charlotte Premium Outlets Loft Outlet 1/31/2025 908 6,000 N/14 7849 Chicago Premium Outlets Ann Taylor Factory Store 1/31/2020 423 7,500 N/15 7924 Cincinnati Premium Outlets Loft Outlet 1/31/2021 0102A 5,779 N/16 8057 Clarksburg Premium Outlets Ann Taylor Factory Store 1/31/2027 510 6,000 N/

17 8057 Clarksburg Premium Outlets Loft Outlet 1/31/2027 544 6,391 N/18 5207 Concord Mills Loft 1/31/2022 254 6,544 N/19 7963 Ellenton Premium Outlets Ann Taylor Factory Store 1/31/2020 700 5,901 N/

20 7963 Ellenton Premium Outlets Loft Outlet 1/31/2022 805A 7,680 N/21 1308 Firewheel Town Center Loft 1/31/2023 D13 6,445 N/22 7856 Folsom Premium Outlets Loft Outlet 1/31/2023 1208 6,182 N/23 8038 Gloucester Premium Outlets Loft Outlet 1/31/2026 748 6,000 N/24 7967 Grove City Premium Outlets Loft Outlet 7/31/2022 200 6,744 N/25 7969 Hagerstown Premium Outlets Loft Outlet 1/31/2025 300 5,373 N/26 4812 Hamilton Town Center Loft 1/31/2021 D09 5,800 N/27 7909 Houston Premium Outlets Ann Taylor Factory Store 1/31/2024 828 7,480 N/28 7854 Indiana Premium Outlets Loft Outlet 1/31/2021 A100A 5,550 N/29 7859 Jersey Shore Premium Outlets Loft Outlet 1/31/2024 793 6,484 N/30 7860 Johnson Creek Premium Outlets Ann Taylor Factory Store 1/31/2023 C040 5,800 N/31 7860 Johnson Creek Premium Outlets Loft Outlet 1/31/2024 B155 6,30 N/

0

32 5217 Katy Mills Loft Outlet 1/31/2022 250 6,566 N/33 7926 Las Americas Premium Outlets Ann Taylor Factory Store 1/31/2021 426 7,550 N/34 7865 Leesburg Premium Outlets Ann Taylor Factory Store 1/31/2021 210 8,957 N/

35 7865 Leesburg Premium Outlets Loft Outlet 1/31/2022 0901A 4,410 N/36 7867 Lighthouse Place Prem Outlets Loft Outlet 1/31/2021 D170A 5,9 N/

94

37 7867 Lighthouse Place Prem Outlets Lane Bryant Outlet 1/31/2023 B010 4,488 N/

38 7932 Merrimack Premium Outlets Loft Outlet 1/31/2023 285 5,990 N/

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

39 8063 Norfolk Premium Outlets Loft Outlet 1/31/2029 117 5,062 N/40 7871 North Georgia Premium Outlets Ann Taylor Factory Store 1/31/2020 150 7,097 N/

41 7871 North Georgia Premium Outlets Loft Outlet 1/31/2025 0600A 7,2 N/

56

42 5221 Opry Mills Loft Outlet 1/31/2023 605 6,819 N/43 7876 Philadelphia Premium Outlets Catherine's 1/31/2022 899 8,722 N/44 7876 Philadelphia Premium Outlets Ann Taylor Factory Store 1/31/2023 299 8,031 N/45 7876 Philadelphia Premium Outlets Loft Outlet 1/31/2024 499 7,382 N/46 7981 Queenstown Premium Outlets Loft Outlet 1/31/2023 B038A 6,000 N/47 7878 Round Rock Premium Outlets Loft Outlet 1/31/2022 0401B 6,189 N/48 7982 San Marcos Premium Outlets Ann Taylor Factory Store 1/31/2021 1320 7,919 N/

49 7881 Seattle Premium Outlets Ann Taylor Factory Store 1/31/2021 602 7,083 N/50 8010 Silver Sands Prem Outlets II Loft Outlet 4/30/2023 41 11,701 N/51 7884 St. Augustine Premium Outlets Lane Bryant 5/31/2020 1007 5,00 N/

0

52 4694 St. Johns Town Center (CC) Lane Bryant 3/31/2020 B01 5,000 N/53 4693 St. Johns Town Center 1 Loft 1/31/2023 P09 5,800 N/54 8008 St. Louis Premium Outlets Ann Taylor Factory Store 1/31/2024 415 6,000 N/55 7913 Tampa Premium Outlets Ann Taylor Factory Store 1/31/2026 980 N/

6,000

56 7913 Tampa Premium Outlets Loft Outlet 1/31/2026 870 6,000 N/57 5343 The Mills at Jersey Gardens Loft Outlet 1/31/2019 1416 7,121 N/58 5222 The Outlets at Orange Ann Taylor Factory Store 1/31/2022 125 N/

6,221

59 8056 Twin Cities Premium Outlets Loft Outlet 1/31/2025 440 5,468 N/60 5054 University Park Village Ann Taylor 1/31/2023 C406 3,980 N/61 7885 Vacaville Premium Outlets Lane Bryant 12/31/2021 0252A 4,783 N/62 7887 Waterloo Premium Outlets Loft Outlet 1/31/2021 C086A 6,400 N/63 7985 Williamsburg Premium Outlets Loft Outlet 1/31/2025 E081 6,000 N/64 7889 Wrentham Village Prem Outlets Loft Outlet 1/31/2024 240 8,961 N/65 8008 St. Louis Premium Outlets Loft Outlet 01/31/2024 136 6,000 N/66 7909 Houston Premium Outlets Loft Outlet 01/31/2024 0104 5,981 N/67 5201 Arundel Mills Ann Taylor Factory Store 1/31/2024 308A 6,242 1568 145 Barton Creek Square Loft 1/31/2021 H05A 5,796 1569 302 Battlefield Mall Lane Bryant 1/31/2021 F03A 5,500 1570 7961 Birch Run Premium Outlets Lane Bryant 1/31/2020 F400 4,432 1571 7961 Birch Run Premium Outlets Ann Taylor Factory Store 1/31/2021 F375 7,000 1572 7961 Birch Run Premium Outlets Loft Outlet 1/31/2022 V033 9,000 1573 4821 Brea Mall Ann Taylor 1/31/2021 2117 3,596 1574 5240 Briarwood Mall Ann Taylor 1/31/2021 E114 3,852 1575 5240 Briarwood Mall Loft 1/31/2022 F130A 4,856 1576 344 Broadway Square Loft 1/31/2022 J03 6,146 15

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

77 4822 Burlington Mall Ann Taylor 1/31/2027 2023 4,566 1578 7846 Camarillo Premium Outlets Ann Taylor Factory Store 1/31/2022 738 7,785 15

79 7846 Camarillo Premium Outlets Loft Outlet 1/31/2025 1510 6,351 1580 7847 Carlsbad Premium Outlets Ann Taylor Factory Store 1/31/2024 C112 5,116 15

81 7883 Carolina Premium Outlets Lane Bryant 1/31/2025 0500B 4,075 1582 8700 Castleton Square Lane Bryant 1/31/2020 170 5,053 1583 8700 Castleton Square Loft 1/31/2021 110A 5,978 1584 7849 Chicago Premium Outlets Loft Outlet 1/31/2025 985 5,700 1585 7924 Cincinnati Premium Outlets Lane Bryant 1/31/2021 946 5,923 1586 7850 Clinton Crossing Prem Outlets Ann Taylor Factory Store 1/31/2023 0400A 5,500 1587 4696 Coconut Point Loft 1/31/2021 P01 5,818 1588 8262 Columbia Center Loft 1/31/2021 905 5,480 1589 5207 Concord Mills Lane Bryant Outlet 3/31/2021 615A 5,001 1590 552 Cordova Mall Lane Bryant 1/31/2021 E511A 5,920 1591 552 Cordova Mall Loft 1/31/2023 E599 5,766 1592 735 Dadeland Mall Ann Taylor 1/31/2027 1610 11,563 1593 5243 Del Amo Fashion Center Lane Bryant 1/31/2026 509 6,584 1594 8064 Denver Premium Outlets Loft Outlet 1/31/2029 310 5,884 1595 7853 Desert Hills Premium Outlets Ann Taylor Factory Store 1/31/2022 500 7,360 1596 7853 Desert Hills Premium Outlets Loft Outlet 1/31/2025 1004 6,000 1597 4781 Empire Mall Lane Bryant 1/31/2022 968 6,387 1598 4781 Empire Mall Loft 1/31/2023 0209A 6,016 1599 1116 Fashion Ctr at Pentagon City Ann Taylor 1/31/2023 0F04A 4,487 15

100 2111 Fashion Mall at Keystone Ann Taylor 1/31/2023 60 4,250 15101 4645 Fashion Valley Ann Taylor 1/31/2023 309 5,053 15102 4645 Fashion Valley Loft 1/31/2023 303 5,365 15103 1308 Firewheel Town Center Lane Bryant 1/31/2022 D07 7,148 15104 7857 Gilroy Premium Outlets Lane Bryant 9/30/2020 A061B 5,000 15105 7857 Gilroy Premium Outlets Loft Outlet 1/31/2021 A061A 5,000 15106 7857 Gilroy Premium Outlets Ann Taylor Factory Store 1/31/2026 C010 7,500 15107 8038 Gloucester Premium Outlets Lane Bryant 1/31/2026 920 5,101 15108 5211 Grapevine Mills Loft Outlet 12/31/2020 138A 6,510 15109 5211 Grapevine Mills Ann Taylor Factory Store 1/31/2024 221B 7,21 15

7

110 1325 Greenwood Park Mall Loft 1/31/2021 P140 5,200 15111 7967 Grove City Premium Outlets Ann Taylor Factory Store 1/31/2022 350 7,115 15112 7967 Grove City Premium Outlets Lane Bryant 1/31/2025 605 4,992 15113 7969 Hagerstown Premium Outlets Ann Taylor Factory Store 1/31/2021 605 6,530 15114 4825 Haywood Mall Lane Bryant 8/31/2022 2031A 5,160 15

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

115 7621 Houston Galleria Ann Taylor 1/31/2027 B2661 3,850 15116 7623 Houston Galleria IV Loft 1/31/2024 5370 5,497 15117 7854 Indiana Premium Outlets Ann Taylor Factory Store 1/31/2020 B050 6,490 15118 7854 Indiana Premium Outlets Lane Bryant 1/31/2021 F070 7,100 15119 1711 Ingram Park Mall Lane Bryant 1/31/2021 0T15 7,736 15120 7858 Jackson Premium Outlets Loft Outlet 1/31/2022 0300B 7,515 15121 7859 Jersey Shore Premium Outlets Ann Taylor Factory Store 1/31/2024 842 6,471 15

122 7860 Johnson Creek Premium Outlets Lane Bryant 1/31/2028 B170 4,5 15

00

123 7703 King of Prussia The Plaza Loft 1/31/2025 2106 5,264 15124 7703 King of Prussia The Plaza Ann Taylor 1/31/2026 1228A 4,360 15125 7923 Kittery Premium Outlets_KTR Ann Taylor Factory Store 1/31/2025 P006 5,961 15

126 2546 La Plaza Mall Loft 1/31/2025 0P08A 4,866 15127 7926 Las Americas Premium Outlets Loft Outlet 1/31/2022 152 6,000 15128 7864 Las Vegas North Prem Outlets Ann Taylor Factory Store 1/31/2025 1439 6,014 15

129 7863 Las Vegas South Prem Outlets Lane Bryant 9/30/2021 248 4,552 15130 7863 Las Vegas South Prem Outlets Loft Outlet 1/31/2022 308 5,248 15131 7863 Las Vegas South Prem Outlets Ann Taylor Factory Store 1/31/2024 10 8,000 15

132 7973 Lee Premium Outlets Ann Taylor Factory Store 1/31/2024 D170 15

7,573

133 7973 Lee Premium Outlets Loft Outlet 1/31/2028 C146 6,213 15134 7711 Lehigh Valley Mall Loft 1/31/2021 1220 5,629 15135 4827 Lenox Square Loft 1/31/2023 4053A 6,266 15136 7867 Lighthouse Place Prem Outlets Ann Taylor Factory Store 1/31/2022 M010A 7,200 15137 4828 Livingston Mall Loft Outlet 1/31/2022 1018 6,014 15138 4666 Menlo Park Mall Lane Bryant 1/31/2021 2020 8,437 15139 7932 Merrimack Premium Outlets Ann Taylor Factory Store 1/31/2023 209 5,771 15140 7710 Montgomery Mall Loft 1/31/2024 1195 5,336 15141 7710 Montgomery Mall Ann Taylor 1/31/2025 2123A 4,000 15142 2810 Newport Centre Loft 1/31/2024 0A10C 5,079 15143 4923 Northshore Mall Ann Taylor 1/31/2026 E161 4,297 15144 4923 Northshore Mall Loft 1/31/2026 E186 6,140 15145 5218 Ontario Mills Ann Taylor Factory Store 1/31/2022 904B 5,832 15146 5221 Opry Mills Lane Bryant Outlet 3/31/2022 320 4,473 15147 5221 Opry Mills Ann Taylor Factory Store 1/31/2023 635 6,843 15148 4670 Orland Square Lane Bryant 1/31/2022 0F12A 6,000 15149 4670 Orland Square Loft 1/31/2024 0D11A 4,853 15150 7976 Orlando Intl Prem Outlets Lane Bryant 1/31/2022 1B12 5,042 15151 7976 Orlando Intl Prem Outlets Ann Taylor Factory Store 1/31/2023 2C01 8,000 15152 7976 Orlando Intl Prem Outlets Loft Outlet 1/31/2024 1A15 6,480 15

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

153 7879 Orlando Vineland Prem Outlets Ann Taylor Factory Store 1/31/2022 745 8,526 15154 7879 Orlando Vineland Prem Outlets Loft Outlet 1/31/2024 1601 6,0 15

00

155 7872 Osage Beach Outlet Marketplace Loft Outlet 1/31/2022 BB1B 5, 15

608

156 7707 Oxford Valley Mall Loft 1/31/2021 2061A 5,660 15157 7603 Penn Square Mall Loft 1/31/2021 1028 5,329 15158 7604 Pheasant Lane Mall Ann Taylor 1/31/2020 E249 3,087 15159 8003 Phoenix Premium Outlets Lane Bryant 4/30/2023 910 4,800 15160 4764 Pier Park Loft 1/31/2020 K140 5,668 15161 7979 Pleasant Prairie Prem Outlets Ann Taylor Factory Store 1/31/2020 B041 6,502 15162 7979 Pleasant Prairie Prem Outlets Loft Outlet 1/31/2022 A001 9,0 15

00

163 7979 Pleasant Prairie Prem Outlets Lane Bryant 7/31/2023 D071A 4, 15

155

164 5227 Potomac Mills Ann Taylor Factory Store 1/31/2024 825 8,404 15165 7705 Quaker Bridge Mall Loft 1/31/2023 1224A 5,156 15166 7705 Quaker Bridge Mall Ann Taylor 1/31/2024 1054A 4,122 15167 7908 Rio Grande Valley Prem Outlet Loft Outlet 1/31/2021 836 6,75 15

0

168 7908 Rio Grande Valley Prem Outlet Ann Taylor Factory Store 1/31/2022 525 7,808 15169 4836 Roosevelt Field Ann Taylor 1/31/2022 2064E 3,435 15170 4836 Roosevelt Field Loft 1/31/2022 2066G 5,956 15171 3107 Ross Park Mall Ann Taylor 1/31/2022 0D10A 4,305 15172 3107 Ross Park Mall Loft 1/31/2023 0K08A 5,354 15173 7878 Round Rock Premium Outlets Ann Taylor Factory Store 1/31/2022 1201 8,132 15174 7957 San Francisco Premium Outlets Ann Taylor Factory Store 1/31/2026 1280 6,004 15175 7957 San Francisco Premium Outlets Loft Outlet 1/31/2026 1374 5,5 15

06

176 5229 Sawgrass Mills Ann Taylor Factory Store 1/31/2023 1027A 8,92 15

6

177 7881 Seattle Premium Outlets Loft Outlet 1/31/2022 0528A 5,123 15178 7881 Seattle Premium Outlets Lane Bryant 6/30/2022 815 4,000 15179 3632 Smith Haven Mall Loft 1/31/2023 S03 5,337 15180 4674 South Hills Village Loft 9/30/2022 1250A 5,413 15181 4838 South Shore Plaza Loft 1/31/2021 1210A 5,000 15182 4838 South Shore Plaza Lane Bryant 1/31/2023 2023 10,594 15183 5259 Southdale Center Loft 1/31/2022 1150 4,836 15184 7605 SouthPark Ann Taylor 1/31/2024 E11B 4,351 15185 7605 SouthPark Loft 1/31/2025 P16 5,640 15186 7884 St. Augustine Premium Outlets Ann Taylor Factory Store 1/31/2022 405 6,958 15187 508 St. Charles Towne Center Lane Bryant 1/31/2021 B05 5,002 15188 4693 St. Johns Town Center 1 Ann Taylor 1/31/2023 R11A 4,000 15189 4692 Stanford Shopping Center Ann Taylor 1/31/2022 101 3,616 15190 5261 Stoneridge Shopping Center Lane Bryant 1/31/2021 F225 5,229 15

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Count Project # Property Lease Lease End Unit Rentable SF Store Clos

191 5261 Stoneridge Shopping Center Ann Taylor 4/30/2021 E215B 5,200 15192 8087 The Avenues Loft 2/29/2020 1420A 5,550 15193 7852 The Crossings Premium Outlets Ann Taylor Factory Store 1/31/2022 H01A 6,941 15194 7852 The Crossings Premium Outlets Loft Outlet 1/31/2024 C10 6,54 15

0

195 4735 The Domain Loft 1/31/2021 K03 5,557 15196 5343 The Mills at Jersey Gardens Ann Taylor Factory Store 1/31/2020 1022 6,627 15

197 5222 The Outlets at Orange Loft 1/31/2023 508 5,619 15198 7601 The Shops at Chestnut Hill Ann Taylor 1/31/2022 S219B 3,959 15199 7601 The Shops at Chestnut Hill Loft 1/31/2023 N229 4,991 15200 9180 The Shops at Mission Viejo Loft 1/31/2021 012C 5,387 15201 4830 The Shops at Nanuet Loft 1/31/2024 6107 5,076 15202 5257 The Shops at Riverside Ann Taylor 1/31/2020 129A 3,637 15203 4676 The Westchester Ann Taylor 1/31/2022 2860B 4,053 15204 4676 The Westchester Loft 1/31/2022 3050 4,710 15205 4839 Town Center at Boca Raton Ann Taylor 1/31/2022 1148B 4,034 15206 4839 Town Center at Boca Raton Loft 1/31/2024 1041 5,193 15207 4840 Town Center at Cobb Lane Bryant 3/31/2024 249A 4,500 15208 2105 Towne East Square Lane Bryant 2/28/2021 0H12A 5,592 15209 8056 Twin Cities Premium Outlets Ann Taylor Factory Store 1/31/2025 1015 5,500 15

210 9690 Tyrone Square Lane Bryant 1/31/2020 260A 5,095 15211 9690 Tyrone Square Loft 1/31/2021 625 6,064 15212 9710 University Park Mall Lane Bryant and Cacique 1/31/2021 1010 15

7,000

213 9710 University Park Mall Loft 6/30/2021 1120 5,000 15214 7885 Vacaville Premium Outlets Loft Outlet 1/31/2022 121DB 6,250 15215 4855 Village Shops-Mall of Georgia Loft 1/31/2021 VC03 6,066 15216 4841 Walt Whitman Shops Loft 6/30/2022 1014 4,840 15217 4536 White Oaks Mall Loft 1/31/2023 0D09A 4,915 15218 7986 Williamsburg Prem Outlets MZL Lane Bryant 8/31/2023 F175 5,0 15

00

219 7985 Williamsburg Premium Outlets Ann Taylor Factory Store 1/31/2021 A016A 6,930 15

220 8055 Woodburn Premium Outlets Loft Outlet 1/31/2023 404 6,440 15

221 8055 Woodburn Premium Outlets Ann Taylor Factory Store 1/31/2024 800 6,329 15

222 7888 Woodbury Common Prem Outlets Ann Taylor Factory Store 1/31/2019 113 6,951 15

223 7888 Woodbury Common Prem Outlets Loft Outlet 1/31/2023 0280A 7,5 15

62

224 7607 Woodland Hills Mall Loft 1/31/2020 0165A 5,630 15225 7889 Wrentham Village Prem Outlets Lane Bryant 1/31/2022 470 4,50 15

0

226 7889 Wrentham Village Prem Outlets Ann Taylor Factory Store 1/31/2029 0294A 7,789 15

Case 20-33113-KRH Doc 1602 Filed 02/03/21 Entered 02/03/21 19:49:20 Desc 

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