Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807)

KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179)

KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469)

601 Lexington Avenue Brian H. Richardson (VA 92477)

New York, New York 10022 KUTAK ROCK LLP

Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000

Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

-and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice)

Jaimie Fedell (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North La Salle Street

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

LE TOTE, INC., et al.,

1

) Case No. 20-33332 (KLP)

)

Debtors. ) (Jointly Administered)

)

DECLARATION OF MACKENZIE SHEA IN 

SUPPORT OF THE DEBTORS’ MOTION FOR ENTRY 

OF AN ORDER (I) ESTABLISHING BIDDING PROCEDURES 

(II) SCHEDULING BID DEADLINES AND AUCTIONS, (III) APPROVING 

THE FORM AND MANNER THEREOF, (IV) APPROVING THE SALE OF THE 

DEBTORS’ ASSETS FREE AND CLEAR, AND (V) GRANTING RELATED RELIEF 

I, Mackenzie Shea, hereby state and declare as follows:

1. I am a Managing Director at Berkeley Research Group, LLC (“BRG”), a 

professional services firm with offices located at 99 High Street, 27th Floor, Boston, 

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 https://cases.stretto.com/letote/. The location of the Debtors’ service address is 

250 Vesey Street, 22nd Floor, New York, New York 10281.

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Massachusetts 02110. The debtors and debtors in possession in the above-captioned chapter 11 

cases (collectively, the “Debtors”) have retained BRG as their financial advisor in these 

chapter 11 cases.2 

2. I submit this declaration (“Declaration”) in support of the Debtors’ Motion for 

Entry of an Order (I) Establishing Bidding Procedures, (II) Scheduling Bid Deadlines and 

Auctions, (III) Approving the Form and Manner of Notice Thereof, (IV) Approving the Sale of the 

Debtors’ Assets Free and Clear, and (V) Granting Related Relief [Docket No. 27] (the “Motion”), 

filed on August 2, 2020, and the proposed Order (A) Approving the Asset Purchase Agreement, 

(B) Authorizing the Sale of Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, 

(C) Authorizing the Assumption and Assignment of Contracts and Leases, and (D) Granting 

Related Relief (the “Sale Order”), filed contemporaneously herewith.3 

3. Although BRG is being compensated for its work as the financial advisor to the 

Debtors, I am not being compensated separately for this testimony. Except as otherwise indicated 

herein, all of the facts set forth in this Declaration are based upon my personal knowledge, my 

review of relevant documents, information provided to me by BRG professionals involved in 

advising the Debtors in these chapter 11 cases, or information provided to me by the Debtors or 

their other advisors. If called upon to testify, I could and would testify to the facts set forth herein 

on that basis. I am over the age of 18 years and authorized to submit this Declaration on behalf of 

the Debtors. 

2

 On September 16, 2020, the Court entered an order approving the retention of BRG as the Debtors’ financial 

advisor in these chapter 11 cases [Docket No. 348]. 

3

 Capitalized terms not defined herein shall have the meanings given to them in the Motion or the Sale Order, as 

applicable.

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Background and Qualifications

4. I am a licensed attorney and have been practicing in the bankruptcy and 

restructuring field for approximately 15 years. I have gained extensive knowledge and experience 

through both my legal and consultancy work and have led complex transactions that have covered 

a wide spectrum of restructuring situations and solutions, including sales, acquisitions, workouts, 

bankruptcies, financings, and liquidations. I advise debtors, buyers, and official committees of 

unsecured creditors, with a particular focus on retail and other “4-wall” businesses. Recently, I 

have worked in one of those capacities on the chapter 11 cases of The Hertz Corporation; GNC 

Holdings, Inc.; California Pizza Kitchen, Inc.; Century 21 Department Stores LLC; Neiman 

Marcus Group LTD LLC; and Town Sports International, LLC. 

5. Prior to joining BRG, I was Lead Transaction Counsel of Gordon Brothers Group, 

LLC (“Gordon Brothers”), serving as the “first chair” deal lawyer responsible for structuring, 

negotiating, documenting, and executing hundreds of millions of dollars of distressed transactions 

across sectors including retail, wholesale, industrial, brands, and real estate. I worked extensively 

with the retail team and was involved in over one hundred chapter 11 cases, out-of-court 

restructurings, and store closing projects in which Gordon Brothers was a bidder, buyer, or 

consultant. Prior to Gordon Brothers, I was a partner at K&L Gates, LLC in the bankruptcy and 

restructuring group, representing debtors, equity investors, creditor committees, secured lenders, 

trustees, and buyers in connection with out-of-court restructurings, chapter 11 cases, and other 

insolvency proceedings.

BRG Retention

6. BRG has been engaged as financial advisor to the Debtors and has worked closely 

with the Debtors since March 2020. Since being engaged by the Debtors, BRG has rendered 

financial advisory services to the Debtors in connection with the Debtors’ evaluation of certain 

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strategic alternatives and preparations for potential chapter 11 cases. Additionally, BRG has 

worked closely with the Debtors’ management and other advisors with respect to these strategic 

alternatives and has become acquainted with the Debtors’ financial affairs, debt structure, 

operations, and related matters. 

The Prepetition Marketing Process and Stalking Horse Bidder

7. As noted in the Motion, from the outset of these chapter 11 cases, the Debtors 

determined that a sale of the Debtors’ assets was the best opportunity to maximize value for the 

benefit of the Debtors, their estates, and all other stakeholders. 

8. It is my understanding that in April 2020, the Debtors’ investment bank, Nfluence 

Partners (“Nfluence”) launched a robust marketing process for the assets related to the Le Tote 

business (the “Le Tote Assets”). The Debtors, with the support of their lenders, subsequently 

determined to expand the marketing process to the assets related to the Lord & Taylor business 

(the “Lord & Taylor Assets,” and together with the Le Tote Assets, the “Assets”) in June 2020. 

For approximately six months, the Debtors, with the assistance of their advisors, conducted a broad 

and robust sale and marketing process, which culminated in the Debtors’ entry into the Stalking 

Horse APA, as described below.

9. In connection with this sale and marketing process, it is my understanding that over 

100 potential acquirers were contacted regarding a transaction for some or all of the Assets. The 

Debtors, with the assistance of their advisors, were in frequent communication with the potential 

purchasers, responding to diligence requests and engaging with potential buyers on possible legal 

and regulatory issues associated with each bid. At the request of the Debtors and Nfluence, I 

engaged in direct dialogue with certain of the potential acquirers and supplemented the sale efforts 

for the Lord & Taylor Assets beginning in early September 2020.

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10. The Debtors, with the assistance of their advisors, evaluated each of these 

indications of interest and, after further diligence and negotiations, ultimately selected ZG Apparel 

Group LLC to act as the stalking horse (the “Stalking Horse Bidder”). On October 9, 2020, the 

Debtors filed the Notice of Selection of Stalking Horse Bidder [Docket No. 439], whereby the 

Debtors announced the selection of a stalking horse bidder and entry into the asset purchase 

agreement (the “Stalking Horse APA”). The Stalking Horse APA contained a purchase price of 

$3.75 million for the intellectual property and e-commerce assets for both the Lord & Taylor and 

Le Tote businesses and a break-up fee of 3.0% of the purchase price (the “Break Fee”). The 

Stalking Horse APA was contingent upon the receipt of the Bid Protections (and subject to the 

post-facto court approval sought by the Motion). The Debtors believe that the Bid Protections are 

reasonable, provided a price floor for the auction, were appropriate under the circumstances, and 

benefitted the Debtors’ estates. 

11. I believe the Stalking Horse APA improved the quality and increased the number 

of Qualified Bids received prior to, and over the course of, the virtual auction (the “Auction”). 

Ultimately, the price floor set by the Stalking Horse APA directly resulted in higher price for the 

Assets and, thus, I believe it was a reasonable use of estate assets.

The Auction

12. This Court approved certain Bidding Procedures in connection with the proposed 

sale of the Debtors’ Assets as more fully set forth in the order approving the Motion 

[Docket No. 269] (the “Bidding Procedures Order”). The Bidding Procedures, as modified by 

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subsequent notices,4 set a bid deadline of October 8, 2020 and an Auction date of October 15, 2020 

for the proposed sale of the Assets. 

13. The Debtors received three (3) Qualified Bids in advance of the Auction. In 

addition to the Stalking Horse bid, the Debtors received bids from the Saadia Group LLC 

(“Saadia”) and Branded Online, Inc. (“Branded”). Both the Saadia and Branded bids exceeded the 

purchase price as set forth in the Stalking Horse APA, inclusive of the Break Fee. In advance of 

the Auction, the Debtors’ advisors reached out to each of the bidders to clarify certain language in 

each asset purchase agreement, including which assets each bidder sought to purchase, so that the 

Debtors could evaluate each bid on an “apples-to-apples” basis. However, as set forth in the 

Bidding Procedures, the Debtors actively marketed all of their assets prior to the Auction and all 

bidders were provided the opportunity to make offers on all of the Debtors’ assets. 

14. The Debtors determined to commence the Auction with the Branded Qualified Bid 

as the Baseline Bid. See Auction Tr. at 9.5 The Auction took place virtually on October 15, 2020 

at 10:00 a.m. (prevailing Eastern Time). The Stalking Horse Bidder, Saadia, and Branded, along 

with their respective advisors, were in attendance. Also in attendance, among others, were: 

(a) certain members of the Debtors’ management team; (b) the Debtors’ advisors, including 

representatives from Kirkland & Ellis LLP, Nfluence and BRG; (c) Otterbourg P.C., counsel to 

the Debtors’ Prepetition ABL Lenders; (d) Choate Hall & Stewart LLP, counsel to the Debtors’ 

Prepetition Term Lenders; and (e) Cooley LLP, counsel to the Committee. 

4 See Notice of Adjournment of Sale Hearing and Related Dates and Deadlines [Docket No. 412] and Notice of 

Adjournment of Auction [Docket No. 443].

5

 The Auction transcript is attached hereto as Exhibit A. 

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15. After several rounds of bidding, the Stalking Horse Bidder (after first electing to 

use a pass) dropped out of the Auction while Saadia and Branded continued to bid. After 

approximately 10 bids, at that time, the Debtors, in consultation with their advisors and the 

Consultation Parties, determined to move to a final round of sealed bids. The Debtors did not 

place conditions on the assets that could be included in the sealed bids, although they did require 

that the sealed bids must be received by a set deadline and they could not be in the nature of a 

relative bid. See Auction Tr. at 23-25. The Debtors received two final sealed bids from Saadia 

and Branded. The Debtors ultimately determined, in consultation with the Consultation Parties, 

that Saadia was the Successful Bidder, inclusive of certain modifications to the Stalking Horse 

APA and conditions as set forth on the record. As set forth in the Debtors’ Notice of Successful 

and Backup Bidder with Respect to the Auction of the Debtors’ Assets [Docket No. 450], Saadia’s 

winning bid contemplates the purchase of the Debtors’ Assets for a base purchase price of $12 

million, subject to certain adjustments. 

The Sale Was Negotiated in Good Faith and at 

Arms’ Length and is the Best Offer Available to the Debtors

16. I was involved in the postpetition sale and marketing efforts that ultimately led to 

the Auction and the proposed sale of the Assets to Saadia. 

17. As noted in the transcript of the Auction, at the beginning of the Auction, advisors 

for the Debtors reminded the bidders of the guidelines for the process.6 See Auction Tr. at 10-15. 

Advisors for the Debtors also confirmed that the parties present at the Auction, conducted via 

Zoom web conference, were familiar with the Bidding Procedures. See Auction Tr. at 13:17-25, 

14:1-9. The advisors for the Debtors reminded the parties that, by submitting a Qualified Bid, 

6

 The Auction transcript is attached hereto as Exhibit A. 

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such parties agreed to serve as the Backup Bid if their Qualified Bid was the next highest or 

otherwise best bid after the Successful Bid. Auction Tr. at 12:7-13.

18. Before and during the Auction, I did not observe any conduct that indicated 

collusive or otherwise improper activity by the Qualified Bidders. Also, based on discussions I 

observed, I believe the Debtors and the Successful Bidder are entering into a definitive purchase 

agreement on an arm’s-length basis and in good faith. 

Conclusion

19. Given the duration and scope of the Debtors’ prepetition and postpetition marketing 

process conducted in the manner described above (including, with respect to the postpetition 

marketing process, in accordance with the Bidding Procedures), it is my view, that the resulting 

proposed sale of the Assets to Saadia is the highest or otherwise best bid presently available to the 

Debtors under the circumstances. 

[Remainder of page intentionally left blank]

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct.

Dated: October 19, 2020

/s/ Mackenzie Shea

Mackenzie Shea

Managing Director

Berkeley Research Group, LLC

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Exhibit A

Auction Transcript

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1

· · · · ·IN THE UNITED STATES DISTRICT COURT

· · · · ·FOR THE EASTERN DISTRICT OF VIRGINIA

· · · · · · · · · RICHMOND DIVISION

In re:· · · · · · · · · · )

· · · · · · · · · · · · · )· Chapter 11

LE TOTE, INC., et al.,· · )

· · · · · · · · · · · · · )· Civil Action No.

· · · · · ·Debtors· · · · )· 20-33332(KLP)

· · · · · · · · · · · · · )

· · · · · · · · · · · · · )· (Jointly Administered)

· · · · · · · · · · · · · )

· · · · · · · · AUCTION FOR THE SALE

· · · · · · · ·OF THE DEBTORS' ASSETS

· · · · · · · · · OCTOBER 15, 2020

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· ·AUCTION FOR THE SALE OF THE DEBTORS' ASSETS

was taken the above styled and numbered cause

on October 15, 2020, from 9:26 a.m. to 10:42

p.m., before KATERI A. FLOT-DAVIS, CSR, CCR in

and for the State of Texas, reported by

machine shorthand pursuant to the Federal

Rules of Civil Procedure and the provisions

stated on the record herein.

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3

· · · · · · A P P E A R A N C E S

FOR BRG GLOBAL:

MCKENZIE SHEA

DAN NICKELSON

MICHAEL VAN DER BERG

ED KRAMER

BRETT WITHERELL

FOR THE DEBTORS IN POSSESSION:

DAVID L. EATON, ESQ.

MARSHALL SHAFFER, ESQ.

JAIMIE FEDELL, ESQ.

STEPHANIE COHEN, ESQ.

STEVEN SERAJEDDUI, ESQ.

CHRISTIAN ATWELL, ESQ

BILL HALABY, ESQ.

AMANDA GOTTLIEV, ESQ

CONOR MCNAMARA, ESQ.

PRENTIS ROBINSON, ESQ.

Kirkland & Ellis, LLP

300 North La Salle Street

Chicago, Illinois 60654

FOR THE ZG APPAREL GROUP, LLC:

RICHARD SILVERSTEIN

ROBERT NOSEK

MR. MANSOUR

FOR BRANDED ONLINE, INC:

MIKE BASSIRI

FOR THE SAADIA GROUP, LLC:

JACK SAADIA

Also Present:

Adalyne Garcia, Video Monitor

Juan De La Torres, Video Monitor/Videographer

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· · · · · · · · · INDEX

· · · · · · · · · · · · · · · · · · · · · PAGE

Appearances........................... 3

Reporter's Certificate................ 36

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· · · P R O C E E D I N G S

· · ·MS. SHEA:· Good morning.

· · ·This is McKenzie Shea of BRG.· It

is 10:26 a.m.

· · ·I would ask the court reporter to

begin to begin keeping a record.

· · ·David, can you confirm that you can

hear us well enough?

· · ·MR. EATON:· Yes.

· · ·MS. SHEA:· Thank you.

· · ·On behalf of the debtors and its

advisors, Kirkland & Ellis, BRG and

Influence, I would like to welcome you

to today's auction and will make a brief

opening statement on the record.

· · ·I am McKenzie Shea of BRG and I

will act as our primary spokesperson

today.

· · ·We are here today in the

Chapter 11 cases of Le Tote, Inc., and

its affiliated debtors, lead Case

No. 20-3332, pending in the United

States Bankruptcy Court for the Eastern

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6

District of Virginia.

· · ·With us from the company are Dan

Nicholson, Michael van den Berg and Ed

Kramer.

· · ·We would request that each party

designate and attempt to utilize one

speaker for their respective group.

· · ·Today we will be conducting an

auction of the debtors' intellectual

property and related assets pursuant to

the Bid Procedures Order entered at

Docket 269, as well as the associated

notices filed at Dockets 412, 442 and

443.

· · ·The debtors are not seeking to sell

or assign any store leases of the

debtors or executory contracts at this

time other than as expressly set forth

in the bids we have received.

· · ·Those intellectual properties and

related assets encompass both the

Le Tote sale and the Lord & Taylor sale

as those terms are defined in the Bid

Procedures Order.

· · ·Pursuant to the Bid Procedures

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Order, the debtors selected ZG Apparel

Group, LLC, who we will refer to it as

ZAR, as the stalking horse bidder for

the assets, and filed a notice of such

on October 9th at Docket 439.

· · ·The stalking horse bid is a

qualified bid and ZAR is a qualified

bidder for purposes of today's auction,

as those terms are defined in the Bid

Procedures Order.

· · ·The debtors have received two other

qualified bids from qualified bidders as

those terms are likewise defined in the

Bid Procedures Order.

· · ·The two were received from Branded

Online, Inc., who we will refer to as

Branded Online, and Saadia Group, LLC,

who we will refer to as Saadia.

· · ·At this time I would ask each

bidder, through one spokesperson, after

I call your respective group to

acknowledge that they have read and are

familiar with the Bid Procedures Order.

· · ·First, starting with the stalking

horse bidder, ZAR.

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· · ·MR. SILVERSTEIN:· Hi.· Richard

Silverstein.

· · ·MS. SHEA:· Richard, could you

confirm that you're familiar with the

Bid Procedures Order?

· · ·MR. SILVERSTEIN:· Yes.

· · ·MS. SHEA:· Thank you.

· · ·Branded Online.

· · ·MR. BASSIRI:· Good morning.

· · ·This is Mike Bassiri with Branded

Online.· We are familiar with the bid

procedures.

· · ·Thank you.

· · ·MS. SHEA:· Thank you.

· · ·Saadia.

· · ·MR. SAADIA:· Yes.· This is Jack --

this is Jack Saadia from Saadia Group.

We are confirming that we are familiar

with the bid procedure.

· · ·MS. SHEA:· Thank you.

· · ·Of the qualified bids from those

three parties, the debtors have selected

the bid of Branded Online to be what is

referred to as the baseline bid for

purposes of opening today's auction.

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· · ·A copy of the baseline bid will be

circulated to you momentarily by a

member of the Kirkland & Ellis team.

· · ·While you wait to receive that, we

are going to describe the baseline bid

to you.

· · ·MR. EATON:· McKenzie, to be clear,

that is going to be circulated to the

qualified bidders -- to the stalking

horse bidders.

· · ·MS. SHEA:· Correct.

· · ·MR. EATON:· We will be describing

it for the other attendees.

· · ·MS. SHEA:· Thank you.

· · ·The baseline bid of Branded Online

is in the same form of purchase

agreement as the stalking horse bid of

ZAR, with the following changes:

· · ·1.· The purchase price is

3,920,000.

· · ·2.· A provision that acquired

customer data will expressly include

customer data from the stores.

· · ·And, 3.· A provision that the

parties will negotiate, in good faith,

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an extension to the wind-down license if

stores are closed due to COVID-19 during

the period before the license expires.

· · ·We believe that the agreement is

now the same as those submitted by ZAR

and by Saadia, with the sole exception

being the higher purchase price and

those two legal-in-nature changes that I

just mentioned.

· · ·The debtors believe all bidders are

now bidding on an apples-to-apples basis

for purposes of today's auction.

· · ·The debtors intend to conduct the

auction in a determined bidding order.

· · ·As ZAR had the stalking horse bid

and Branded Online has been designated

as the baseline bid, the first

opportunity to bid at the appropriate

time will be given to Saadia.

· · ·After that, we intend that

subsequent rounds will proceed in the

same order:· next to ZAR, then to

Branded Online, and then back to Saadia,

and will continue in that same order for

each subsequent round.

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· · ·We will not accept open cry bids at

this time.

· · ·Each bidder will be allowed one

pass for the entirety of the auction.

· · ·What that means is that the pass

allows the bidder to be skipped in the

bidding order and the bidder will not be

required to bid again until the set

bidding order returns to it.

· · ·At this time, the bidding increment

will be 200,000.· Each bid and each

round must exceed the prior highest and

best bid by at least that amount.

· · ·The debtors will announce what that

required overbid amount is at each

opportunity to bid.

· · ·In terms of the breakup fee payable

to ZAR as stalking horse, the baseline

bid of Branded Online has sufficiently

overbid the stalking horse bid such that

the breakup fee amount has been covered

and the debtors will not give further

credit to payment of that amount in

subsequent rounds.

· · ·As a result, each bidder must

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simply clear the prior highest and best

bid by at least the 200,000 bidding

increment, but nothing further will be

deducted on account of the breakup fee

for determining what is then the highest

and best bid.

· · ·At conclusion of bidding the

debtors will designate the highest and

best bid as the successful bid and close

the auction.

· · ·The prior highest and best bid will

be the backup bid, pursuant to the

bidding procedures.

· · ·The debtors intend to select a

successful bidder and a back-up bidder

following the conclusion of today's

auction.

· · ·The designated backup bidder's

deposit will be returned at the earlier

of closing of the successful bid or

60 days following the auction.

· · ·The debtors, in consultation with

their advisors, their lenders and the

Creditors Committee, reserve the right

to make changes to the bid procedures at

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any time.

· · ·We are conducting this auction

virtually through a Zoom platform and we

understand the unusualness of that.

· · ·Right now we are in what we call

the main auction room.

· · ·Each bidding party and consultation

party has their own separate breakout

room in which no one else can see or

hear what you discuss in there.

· · ·At various times during the

auction, the debtors may instruct the

video monitor to virtually push parties

to their respective breakout rooms and

to call them back to the main auction

room when the debtors so elect.

· · ·At this time I would ask each

bidder, after I call your name, to

confirm that you understand the

procedures or ask any questions.

· · ·First, in the same order we called

them last time:

· · ·Richard, on behalf of ZAR, do you

understand or have any questions?

· · ·MR. SILVERSTEIN:· I understand the

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procedure.

· · ·MS. SHEA:· Thank you.

· · ·Mike, on behalf of Branded Online?

· · ·MR. BASSIRI:· We understand the

procedure.· Thank you.

· · ·MS. SHEA:· Jack, on behalf of

Saadia?

· · ·MR. SAADIA:· We understand the

procedure.· Thank you.

· · ·MR. SILVERSTEIN:· Rob Nosek is my

lawyer, for ZAR.· He would like to ask a

question.

· · ·MS. SHEA:· Please go ahead, Rob.

· · ·MR. NOSEK:· Thank you.· Robert

Nosek for ZAR.

· · ·On the -- the subsequent rounds, if

ZG bids, you're saying that we would not

get a credit for the breakup fee that we

would be entitled to when you're trying

to -- to determine what's higher or

better?

· · ·MS. SHEA:· Correct.

· · ·MR. NOSEK:· Okay.· Thank you.

· · ·MS. SHEA:· Are there any questions

from any of the consultation parties

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that are on the phone?

· · ·(No Response.)

· · ·MS. SHAE:· Hearing no questions, in

the order we prescribed the debtors now

intend to open bidding.

· · ·First bid is presented to Saadia.

With a 200,000 bid increment, the

overbid required would be 4,120,000.

· · ·Jack, would Saadia like to make a

bid at that amount?

· · ·MR. SAADIA:· Yes.· This is Jack.

4 million 120, we bid for.

· · ·MS. SHEA:· ZAR?· With that

knowledge, the leading bid, the order is

to you.· The bid is 4,320,000.

· · ·Would you like to bid at that

amount?

· · ·ATTORNEY:· Excuse me.· Can we have

one minute, please?

· · ·MS. SHEA:· Yes.

· · ·MR. NOSEK:· This is Robert Nosek

for ZAR.· Hold on one second.

· · ·MS. SHEA:· We are holding, Rob,

until you're ready.

· · ·MR. NOSEK:· Clarifying the issue --

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16

and this is how we read the APA -- if we

participate in the bidding and we are

not the successful bidder, ZAR still

gets its breakup fee at the end,

correct?

· · ·MS. SHEA:· Yes, that is correct.

· · ·MR. EATON:· Yes.· Subject to court

approval, but that is correct.

· · ·MR. NOSEK:· Yes.· And subject to

court approval, of course.

· · ·MR. EATON:· Yes.

· · ·MR. NOSEK:· Just one more second.

· · ·ATTORNEY:· ZAR bids 4,320.

· · ·MS. SHEA:· Thank you.

· · ·Is that Richard?

· · ·ATTORNEY:· Yes, it was.

· · ·MS. SHEA:· Thank you.

· · ·Continuing with the order, the next

bid, with that being the current leading

bid, is to Branded Online.· With the

increment, that bid is 4,520,000.

· · ·Branded Online, would you like to

make a bid at that amount?

· · ·MR. BASSIRI:· This is Branded

Online and we have a question.

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· · ·Would there be the possibility of

us discussing privately with one of the

other bidders before we make that

decision?

· · ·MS. SHEA:· I think at this time the

debtors are going to elect to push

people into a breakout room.

· · ·Would the video monitor please do

that?

· · ·MR. BASSIRI:· Well, we -- how do we

do that?

· · ·How do -- we would like to speak to

the Saadia Group.

· · ·Is that an option for us at this

time?

· · ·MS. SHEA:· I understood your

question, but the debtors need to

discuss that amongst ourselves.

· · ·So I'm asking that the video

monitor push everyone to their

respective breakout rooms so we can do

that.

· · ·MR. BASSIRI:· Okay.· I understand.

Thank you.

· · ·THE VIDEOGRAPHER:· Okay.· I'm going

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to open the room now.

· · ·MS. SHEA:· Thank you.

· · ·(Brief Recess Taken.)

· · ·MS. SHEA:· This is McKenzie Shea at

BRG.· It is 11:39.

· · ·I would ask the court reporter to

go back on the record.

· · ·THE REPORTER:· I'm on the record.

Thank you.

· · ·MS. SHEA:· Thank you.

· · ·Thank you, everyone, for your

patience.

· · ·At this time the debtors are not

going to permit any of the bidders to

speak to each other.

· · ·Before we resume bidding, we're

going to ask for confirmation from

Branded Online.

· · ·Mike, would you please confirm on

behalf of Branded Online that you have

not had any discussions with any of the

bidders involved in the process?

· · ·MR. BASSIRI:· We confirm we have

not had any discussions.

· · ·MS. SHEA:· Thank you.

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· · ·With that, we're going to resume

bidding.

· · ·A few reminders.· The bidding

increment is at least 200,000.· While

I'll provide that figure to you, you are

permitted to bid more than that.

· · ·Two, each bidder is allowed one

pass to utilize in the auction.

· · ·The current leading bid is at

4,320,000, by ZAR.

· · ·With that, the bidding order is to

Branded Online, with a minimum overbid

of 4,520,000.

· · ·Would Branded Online like to make a

bid in at least that amount?

· · ·MR. BASSIRI:· Branded Online makes

a bid for $4,520,000.

· · ·MS. SHEA:· Thank you.

· · ·Saadia, it is your turn in the

bidding order.· It would be a required

overbid of that leading bid of

4,720,000.

· · ·Would you like to make a bid in at

least that amount?

· · ·MR. SAADIA:· Yeah.· This is Jack.

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Confirm, 4,720.

· · ·MS. SHEA:· Thank you, Jack.

· · ·In the bidding order we are now at

ZAR.· With that leading bid, the minimum

overbid would be at least 4,920,000.

· · ·Would ZAR like to make a bid in at

least that amount?

· · ·MR. MANSOUR:· We're going to use

our pass right here.

· · ·MS. SHEA:· Pardon?· I'm sorry.

· · ·MR. MANSOUR:· We're going to use

our pass right here.

· · ·MS. SHEA:· Thank you.

· · ·Now in the bidding order at Branded

Online.· The prior leading bid was of

Saadia at the 4,720,000.

· · ·So the ask is now to you of an

overbid of 4,920,000.

· · ·MR. BASSIRI:· This is Branded

Online.· We bid $4,920,000.

· · ·MS. SHEA:· Thank you.

· · ·As a reminder, I would ask

everybody who is not speaking to be on

mute.· We're getting some background

noise here.

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· · ·In the bidding order, it's now back

to Saadia at 5,120,000 as the required

overbid.

· · ·Would you like to bid in at least

that amount?

· · ·MR. SAADIA:· Yes, 5,120.

· · ·MS. SHEA:· I'm going to pause there

for just a minute.

· · ·(Pause.)

· · ·MS. SHEA:· Thank you.

· · ·In the bidding order, we're now

back to ZAR.· The minimum required bid

would be 5,320,000.

· · ·Would you like to make a bid in at

least that amount?

· · ·MR. MANSOUR:· We're out.· We're

out.· Thank you.

· · ·MS. SHEA:· Thank you for your

participation and having been the

stalking horse.· We thank you for that.

· · ·We are now, in the bidding order,

back to Branded Online.

· · ·The bid would be 5,320,000.· Would

you like to make a bid in that amount?

· · ·MR. BASSIRI:· 5 million 320 for

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Branded Online.· Thank you.

· · ·MS. SHEA:· Thank you.

· · ·To Saadia now at a minimum overbid

of 5 million 520.

· · ·MR. SAADIA:· Yes.· 5,520.

· · ·MS. SHEA:· Next to Branded Online

at 5,720,000.

· · ·Would you like to bid in that

amount?

· · ·MR. BASSIRI:· Yes.· 5 million 720.

· · ·MS. SHEA:· To Saadia.· The minimum

overbid would be at least 5,920,000.

· · ·Would you like to bid in that

amount?

· · ·MR. SAADIA:· Yes.· 5,920.

· · ·MS. SHEA:· Back to Saadia at a

minimum overbid of at least --

· · ·MR. WITHERELL:· No.· Branded.· Back

to Branded.· That was Saadia who just

bid.

· · ·MS. SHEA:· Thank you.

· · ·Pause one minute.

· · ·(Pause.)

· · ·MS. SHEA:· At this time the debtors

are going to take a break.

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· · ·Juan, I would ask that you move the

debtors' team to their breakout room.

· · ·(Brief Recess Taken.)

· · ·MS. SHEA:· Thank you, everyone.

This is McKenzie Shea from BRG.· Thank

you for your patience.

· · ·The debtors appreciate the robust

bidding that Branded Online and Saadia

is have engaged in to this point.

· · ·During the break, the debtors

consulted with their consultation

parties and at this point in the auction

we are going to seek sealed bids, a one

and done opportunity to bid on these

assets.

· · ·To explain how it will work, we

will give each of the two bidders

15 minutes to consult amongst themselves

on the content of that bid.· When

they're prepared to submit, they will

e-mail that bid to a representative for

the debtors, which is Marshall Shaffer

at Kirkland & Ellis.

· · ·His e-mail address, which I'll read

twice and which I believe both bidders

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already have, is M-a-r-s-h-a-l-l dot

S-h-a-f-f-e-r at Kirkland.com.· Once

again, M-a-r-s-h-a-l-l dot S-h-a-f-f-e-r

at Kirkland.com.

· · ·Importantly, the sealed bid you

submit must be greater than 5,920,000,

which is the current high bid of Saadia.

It must be in an amount certain, a firm

purchase price.· It may not be what is

referred to as a relative bid.

· · ·You may not bid one dollar more

than the other specified bidder.

· · ·With that, I would ask first,

Branded Online, to confirm that they

understand these procedures.

· · ·MR. BASSIRI:· This is Mike Bassiri

of Branded Online.

· · ·We do understand it.· I'm not

certain that we agree with it, but --

but we would like time to confer and

then get back to you whether or not we

agree with this process.

· · ·MS. SHEA:· I understand the

request.

· · ·Before we agree, Jack, on behalf of

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Saadia, do you understand the

procedures?

· · ·MR. SAADIA:· I hold the same

position as Mike.· We were told that

it's going to be an open bid, not a

sealed bid, from the get-go, and this is

not what we signed up for.· But we'll

consult the attorney and we'll get back

to you.

· · ·MS. SHEA:· I would point each

bidder to the Bid Procedures Order,

Page 18, Page 37 of the PDF, the

Reservation of Rights, which allows the

debtors, in consultation with the

consultation parties, to institute

procedures at the auction as they see

fit.

· · ·With that, the debtors, the

consultation parties will remain in this

main auction room.· We will give the

bidders the opportunity to break out

amongst themselves, and we would ask

that you return in five minutes.

· · ·MR. BASSIRI:· McKenzie, this is

Mike Bassiri.

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· · ·Could you confirm that this is a

once-and-for-all bid, meaning there will

be no further reopening of the bidding

regardless of what bids come in?

· · ·MS. SHEA:· That is correct.· This

is one and done.

· · ·And while I would ask each bidder

to confirm amongst themselves, we're not

going to have you come back to this main

auction room.

· · ·You can make an election to bid or

not, but that's not going to be

discussed in the main auction room.

· · ·MR. BASSIRI:· So are you saying

that we have to break out to our room,

within 15 minutes submit the bid, and

we're done?

· · ·MS. SHEA:· Correct.

· · ·MR. BASSIRI:· Okay.· Understood.

· · ·MR. DAYON:· This is Jeffrey Dayon

from the Saadia Group.

· · ·Will we still have the five minutes

and discuss it and come back into the

room before we break for the -- for the

sealed bed procedure?

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· · ·MS. SHEA:· You can discuss amongst

yourselves, and if you request to speak

to the debtors, we'll allow that

off-line.· But they're not going to be

allowed back into the main auction room.

· · ·At this point, the debtors have

consulted with who they need to.

They're invoking their right to do

sealed bids.· It will be one and done.

· · ·MR. DAYON:· We understand that, but

we would still like the opportunity to

have a five-minute break and have

everybody come back.

· · ·MR. BASSIRI:· We agree -- we agree.

Branded Online.

· · ·MS. SHEA:· We are not -- on behalf

of the debtors, we are not coming back

to this main room.

· · ·You can choose not to participate,

but we are not going to have dialogue on

this point.

· · ·MR. EATON:· Right.

· · ·If you have questions, we can do it

off-line.

· · ·MS. SHEA:· Correct.· And that was

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the five minutes provided to you.

· · ·MR. DAYON:· Well, that's what I'm

asking.· We want five minutes to consult

and then to come back into this room so

that if the questions affect everybody,

everybody can be a part of that

discussion.

· · ·MS. SHEA:· You will be allowed to

come into a side room with the debtor,

to the extent you have questions.

· · ·MR. BASSIRI:· What is that side

room?

· · ·MS. SHEA:· It's a breakout room

that would be just with the debtors,

which includes representatives of the

company.

· · ·MR. BASSIRI:· I understand.· I just

need the name of that break room.· What

is the name --

· · ·MS. SHEA:· We -- we control -- we

control it.

· · ·So send us an e-mail to the extent

you want to talk to us, and we will

bring you into a breakout room.

· · ·MR. BASSIRI:· E-mail to --

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· · ·MS. SHEA:· To Marshall.

· · ·MR. BASSIRI:· Very well.

· · ·Would you extend the 15 minutes to

30 minutes, please?

· · ·MS. SHEA:· We will accommodate

that.

· · ·MR. BASSIRI:· Thank you.· So

30 minutes?

· · ·MS. SHEA:· Thirty minutes.

· · ·Juan, at this point I would ask you

to push everyone to their respective

breakout rooms.

· · ·THE VIDEOGRAPHER:· Okay.· No

problem.

· · ·(Brief Recess Taken.)

· · ·MS. SHEA:· Hi everyone.· This is

McKenzie Shea from BRG.

· · ·I first just want to ask:· Is the

court reporter on?

· · ·THE REPORTER:· Yes, I am.

· · ·MS. SHEA:· We would like to reopen

the record at 10:32.

· · ·The debtors received two sealed

bids by the 4:00 p.m. deadline.· After

receiving the two sealed bids the

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debtors reviewed them and consulted with

the --

· · ·(Communications breakup.)

· · ·MS. SHEA:· This is McKenzie Shea

from BRG.· We appreciate everyone's time

this late at night.· The debtors are

going to make a statement into the

record.

· · ·We received two sealed bids by the

4:00 p.m. deadline.· After receiving the

two sealed bids, the debtors reviewed

and consulted with the consultation

party.

· · ·The sealed bid submitted by Branded

Online has been accepted and designated

as the backup bid.

· · ·The debtors have determined that

Saadia has submitted the highest and

otherwise best bid and will designate it

as the successful bid now.

· · ·I will read the terms of that

successful bid into be the record.

· · ·The terms of the successful bid had

terms when it was submitted at 4:00 p.m.

that required the debtors to deliberate,

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to seek clarification and to consultant

the consultation parties.

· · ·The successful bid by Saadia that

has been accepted by the debtors is as

follows:

· · ·The purchase price is 12 million.

· · ·A deposit of 10 percent of that

amount, equivalent to 1.2 million, is

required to be posted by 5:00 p.m.

tomorrow.

· · ·The right to extend the closing

date is to November 17th with a

November 23rd outside date.

· · ·Saadia Group will receive

designation rights with respect to

contracts related solely to contracts

for the operation of the Le Tote and

Lord & Taylor eCommerce platform, the

lease for the Le Tote Distribution

Center in Stockton, and leases for the

equipment and machinery located in the

Le Tote Distribution Center in Stockton,

with Saadia Group to pay cure costs for

any such contracts designated for

assumption and assignment and subject to

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any necessary third-party consent.

· · ·The purchase price is to also

include all owned equipment and

machinery located with the Le Tote

business wherever located today, and

inventory associated with the Le Tote

business available as of the closing.

· · ·The terms of the Asset Purchase

Agreement to memorialize this must be

acceptable to the debtors in their sole

discretion and be executed no later than

5:00 p.m. tomorrow, on October 16th.

· · ·In the event the successful bid is

not executed by 5:00 p.m. tomorrow, the

debtors will proceed with the backup bid

submitted by Branded Online in the

sealed bid round at the sale hearing on

October 20th.

· · ·With that, the debtors thank you

for your participation and would close

the auction.

· · ·MS. EDMONDSON:· McKenzie?

· · ·McKenzie, I think -- you did say

November 23rd is the outside date,

correct?

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· · ·MS. SHEA:· This is McKenzie Shea

for BRG.

· · ·Jamie, can you just identify

yourself?

· · ·MS. EDMONDSON:· Yes.· Jamie

Edmondson on behalf of Robinson & Cole

on behalf of Saadia Group.

· · ·You did say November 23rd is the

outside date, correct?

· · ·MS. SHEA:· Correct.· That is what I

stated.

· · ·MS. EDMONDSON:· Thank you.

· · ·MR. DAYON:· This is Jeffrey Dayon

on behalf of the Saadia Group.

· · ·The right to extend is not the same

as the 17th.· It's the same as the

outside group.· It's the 23rd.

· · ·MS. SHEA:· Hold on a minute,

please.

· · ·David, and you can confirm that I

misspoke on that.· Both are the 23rd.

· · ·MR. EATON:· David Eaton, Kirkland &

Ellis, on behalf of the debtor.

· · ·Yes, confirm, the dates are the

23rd, the extension of the outside

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dates.

· · ·MS. SHEA:· Thank you, David.

· · ·Okay.· With that, we're going to go

off the record at 10:42.

· · ·Again, we thank you everyone for

their participation --

· · ·MR. SAADIA:· I would like to ask --

I would like to ask one more thing. I

didn't hear.

· · ·There is a -- other sealed bid, we

didn't hear what was that bid.· It was

not announced.

· · ·MR. EATON:· That's correct.

· · ·MS. SHEA:· It is not being

announced on the record.

· · ·MR. SAADIA:· There's a -- there's a

second bid or not?

· · ·MS. SHEA:· The Saadia bid, as

described on the record, has been

accepted as the successful bid.

· · ·We are not, on the record,

announcing the backup bid submitted by

Branded Online in the sealed bid round.

· · ·The debtors have represented to

you, and will confirm again now, that

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Branded Online did submit a bid by the

4:00 p.m. deadline, and that bid has

been accepted as the backup bid.

· · ·MR. SAADIA:· Okay.· Understood.

· · ·MS. SHEA:· Thank you, again.

· · ·And I thank the court reporter,

Juan, Adalyne.· Greatly appreciate your

help today.

· · ·With that, if you could please end

the auction and close all the rooms.

Thank you very much.

· · ·(Auction concluded.)

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· · · · ·IN THE UNITED STATES DISTRICT COURT

· · · · ·FOR THE EASTERN DISTRICT OF VIRGINIA

· · · · · · · · · RICHMOND DIVISION

In re:· · · · · · · · · · )

· · · · · · · · · · · · · )· Chapter 11

LE TOTE, INC., et al.,· · )

· · · · · · · · · · · · · )· Civil Action No.

· · · · · ·Debtors· · · · )· 20-33332(KLP)

· · · · · · · · · · · · · )

· · · · · · · · · · · · · )· (Jointly Administered)

· · · · · · · · · · · · · )

· · · · · · · ·REPORTER'S CERTIFICATION

· · · · · · · · · ·OCTOBER 15, 2020

· · · · · · I, KATERI A. FLOT-DAVIS, Certified

· · Shorthand Reporter in and for the State of

· · Texas, hereby certify to the following:

· · · · · ·I further certify that I am neither

· · counsel for, related to, nor employed by any

· · of the parties in the action in which this

· · proceeding was taken, and further that I am

· · not financially or otherwise interested in the

· · outcome of the action.

· · · ·Certified to by me this ________ day of

· · _________________, ______.

· · _____________________________________

· · KATERI A. FLOT-DAVIS, CSR 8462;

· · Expiration Date: 12-31-22

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