1 

244685163 v2 

KIRKLAND & ELLIS LLP COOLEY LLP

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

KIRKLAND & ELLIS INTERNATIONAL LLP 

Edward O. Sassower, P.C. 

Steven N. Serajeddini, P.C. (admitted pro hac vice) 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

-andJohn R. Luze (admitted pro hac vice) 

300 North LaSalle 

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 

 ) 

RETAIL GROUP, INC., et al.,

1

 ) Case No. 20-33113 (KRH) 

 ) 

 Debtors ) (Jointly Administered) 

 ) 

DEBTORS’ SEVENTEENTH 

OMNIBUS OBJECTION TO CLAIMS 

(INCORRECT PRIORITY CLAIMS, INCORRECT DEBTOR AND AMOUNT CLAIMS,

INCORRECT AMOUNT AND PRIORITY CLAIMS, AND 

INCORRECT DEBTOR, AMOUNT AND PRIORITY CLAIMS) 

 

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. 

PARTIES RECEIVING THIS OBJECTION SHOULD 

REVIEW SCHEDULES 1–4 TO THE PROPOSED ORDER TO 

DETERMINE IF THEIR CLAIM IS SUBJECT TO THIS OBJECTION. 

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The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”), 

respectfully state as follows in support of this omnibus objection to claims (this “Objection”).2 

Relief Requested 

1. The Debtors seek entry of an order, substantially in the form attached hereto as 

Exhibit A (the “Order”) modifying the portion of each proof of claim identified on Schedules 1–

4 to Exhibit A (collectively, the “Disputed Claims”) in the column titled “Modified Claims” only 

to the extent set forth therein and summarized as follows: 

 Modifying the portion of each claim identified on Schedule 1 to Exhibit A (the “Incorrect 

Priority Claims”) because the Debtors have determined that such claims assert an incorrect 

priority status based on the Debtors’ books and records; 

 Modifying the portion of each claim identified on Schedule 2 to Exhibit A (the “Incorrect 

Debtor and Amount Claims”) because the Debtors have determined that such claims were 

filed against the incorrect Debtor entity in the incorrect amount based on the Debtors’ 

books and records; 

 Modifying the portion of each claim identified on Schedule 3 to Exhibit A (the “Incorrect 

Amount and Priority Claims”) because the Debtors have determined that such claims were 

filed in the incorrect amount and assert an incorrect priority status based on the Debtors’ 

books and records; and 

 Modifying the portion of the claim identified on Schedule 4 to Exhibit A (the “Incorrect 

Debtor, Amount, and Priority Claim”) because the Debtors have determined that such 

claim was filed against the incorrect Debtor, in the incorrect amount, and asserts an 

incorrect priority status based on the Debtors’ books and records. 

2. In support of this Objection, the Debtors submit the Declaration of Rob Esposito in 

Support of the Debtors’ Seventeenth Omnibus Objection to Claims (Incorrect Priority Claims, 

Incorrect Debtor and Amount Claims, Incorrect Amount and Priority Claims, and Incorrect 

Debtor, Amount, and Priority Claims) (the “Esposito Declaration”), attached hereto as Exhibit B. 

 

2

 A detailed description of the Debtors, their business, and the facts and circumstances supporting these chapter 11 

cases is set forth in the Declaration of Carrie W. Teffner, Interim Executive Chair of Ascena Retail Group, Inc., 

in Support of Chapter 11 Petitions and First Day Motions [Docket No. 14] (the “First Day Declaration”). 

Capitalized terms used but not defined herein shall have the meanings given to them in the First Day Declaration. 

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This Objection complies in all respects with Rule 3007-1 of the Local Rules of the United States 

Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy Rules”). 

Jurisdiction and Venue 

3. The United States Bankruptcy Court for the Eastern District of Virginia 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the 

Standing Order of Reference from the United States District Court for the Eastern District of 

Virginia, dated August 15, 1984. The Debtors confirm their consent, pursuant to Rule 7008 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by 

the Court in connection with this Objection to the extent that it is later determined that the Court, 

absent consent of the parties, cannot enter final orders or judgments in connection herewith 

consistent with Article III of the United States Constitution. 

4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

5. The bases for the relief sought herein are sections 502(b) and 503(b) of title 11 of 

the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Bankruptcy Rules 3003 

and 3007, and Local Bankruptcy Rule 3007-1. 

Background 

6. On July 23, 2020 (the “Petition Date”), each of the Debtors filed a voluntary 

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their 

business and managing their properties as debtors in possession pursuant to sections 1107(a) 

and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has 

been made in these chapter 11 cases. These chapter 11 cases are being jointly administered 

pursuant to Bankruptcy Rule 1015(b). 

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7. On August 3, 2020, the United States Trustee for the Eastern District of Virginia 

(the “U.S. Trustee”) appointed an official committee of unsecured creditors [Docket No. 164]. 

8. On August 27, 2020, the Court entered the Order (I) Setting Bar Dates for Filing 

Proofs of Claim, Including Requests for Payment Under Section 503(b)(9), (II) Establishing 

Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approving the Form of and 

Manner for Filing Proofs of Claim, Including Section 503(b)(9) Requests, (IV) Approving Notice 

of Bar Dates, and (V) Granting Related Relief [Docket No. 453] (the “Bar Date Order”) 

establishing September 30, 2020 at 4:00 p.m. (prevailing Eastern Time) (the “Claims Bar Date”),3

as the final date and time for all persons and entities holding claims against the Debtors that arose 

or are deemed to have arisen prior to the commencement of these cases on the Petition Date to file 

proofs of claim in these chapter 11 cases (collectively, “Proofs of Claim,” and each, a “Proof of 

Claim”). The Claims Bar Date generally applies to all types of claims against the Debtors that 

arose prior to the Petition Date, including secured claims, unsecured priority claims, unsecured 

non-priority claims, and claims entitled to priority under section 503(b)(9) of the Bankruptcy 

Code.4 Notice of the Claims Bar Date was provided by mail and publication in accordance with 

the procedures outlined in the Bar Date Order. 

9. On July 24, 2020, the Court entered an order [Docket No. 69] authorizing the 

retention of Prime Clerk LLC as claims and noticing agent (the “Claims Agent”). As such, Prime 

 

3

 Pursuant to the Bar Date Order, unless otherwise ordered by the Court, the bar date for filing claims arising from 

the rejection of executory contracts and unexpired leases of the Debtors is the later of (i) the General Claims Bar 

Date or the Governmental Bar Date, as applicable, and (ii) 4:00 p.m., prevailing Eastern time, on the date that is 

30 days after the later of (A) entry of an order approving the rejection of any executory contract or unexpired 

lease of the Debtors or (B) the effective date of a rejection of any executory contract or unexpired lease of the 

Debtors pursuant to operation of any Court order. 

4

 The Bar Date Order also established January 19, 2021, at 4:00 p.m. (prevailing Eastern Time) as the final date 

and time for all governmental units (as defined in section 101(27) of the Bankruptcy Code) holding claims against 

the Debtors that arose or are deemed to have arisen prior to the commencement of these cases on the Petition Date 

to file Proofs of Claim in these chapter 11 cases. 

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Clerk is to, among other things, receive, maintain, docket, and otherwise administer Proofs of 

Claim filed in the Debtors’ chapter 11 cases. 

10. On August 27, 2020, the Debtors filed their schedules of assets and liabilities 

(the “Schedules”) and statements of financial affairs (the “Statements” and, together with the 

Schedules, as amended, modified, or supplemented, the “Schedules and Statements”) [Docket Nos. 

6–8, 467–468]. 

11. In the ordinary course of business, the Debtors maintain books and records 

(the “Books and Records”) that reflect, among other things, the nature and amount of the liabilities 

owed to their creditors as of the Petition Date. As part of these chapter 11 cases, the Debtors filed 

their Schedules and Statements reflecting the obligations owed to their creditors as of the Petition 

Date. To date, approximately 6,180 Proofs of Claim asserting more than $1,709,800,000 in 

aggregated amounts have been filed, including a number of Proofs of Claim for administrative 

expense and priority claims. The Debtors, together with their advisors, have been engaging in a 

systematic review of the Proofs of Claim, working diligently to review, compare, and reconcile 

them against the Debtors’ Books and Records. Because of the number of claims in these cases, 

the Debtors sought and were granted approval to file omnibus objections to certain claims in 

accordance with the procedures set forth in the Order Approving Omnibus Claims Objection 

Procedures and Filing of Substantive Omnibus Claims Objections [Docket No. 1387] (the 

“Objection Procedures”). 

Basis for Objection 

12. Section 502(a) of the Bankruptcy Code provides that “[a] claim or interest, proof 

of which is filed under section 501 of this title, is deemed allowed, unless a party in interest . . . 

objects.” 11 U.S.C. § 502(a). The burden of proof for determining the validity of claims rests on 

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different parties at different stages of the claims-objection process. As explained by the United 

States Court of Appeals for the Third Circuit: 

The burden of proof for claims brought in the bankruptcy court 

under 11 U.S.C.A. § 502(a) rests on different parties at different 

times. Initially, the claimant must allege facts sufficient to support 

the claim. If the averments in his filed claim meet this standard of 

sufficiency, it is ‘prima facie’ valid [citations omitted]. In other 

words, a claim that alleges facts sufficient to support legal liability 

to the claimant satisfies the claimants’ initial obligation to go 

forward. The burden of going forward then shifts to the objector to 

produce evidence sufficient to negate the prima facie validity of the 

filed claim. . . . In practice, the objector must produce evidence 

which, if believed, would refute at least one of the allegations that 

is essential to the claim’s legal sufficiency. If the objector produces 

sufficient evidence to negate one or more of the sworn facts in the 

proof of claim, the burden reverts to the claimant to prove the

validity of the claim by a preponderance of the evidence. 

In re Allegheny Int’l Inc., 954 F.2d 167, 173–74 (3d Cir. 1992) (citation omitted). Once the prima 

facie validity of a claim is rebutted, the burden shifts back to the claimant to prove the validity of 

his or her claim by a preponderance of the evidence. Id. at 173. The burden of persuasion is 

always on the claimant. Id. Bankruptcy Rule 3007(d) permits a debtor to join objections to more 

than one claim in an omnibus objection if such objections are based on enumerated non-substantive 

grounds. See FED. R. BANKR. P. 3007(d)(1). 

A. Incorrect Priority Claims 

13. Upon review of the Proofs of Claim filed against the Debtors in these chapter 11 

cases, the Debtors have identified thirteen (13) Incorrect Priority Claims listed on Schedule 1

annexed to Exhibit A, in the aggregate claimed amount of $6,832,820.96. The Debtors object to 

these claims. Based on their review, the Debtors have determined that the Incorrect Priority 

Claims, as filed, do not accurately reflect correct priority status for such claims according to their 

Books and Records. Instead, the Debtors believe that the asserted priority of such claims should 

be modified from the priority identified in the column titled “Asserted Claims” to the priority 

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identified in the column titled “Modified Claims” in the table provided in Schedule 1 to Exhibit 

A. 

14. The Debtors assert that the priority status reflected in the “Modified Claims” 

column is consistent with the Debtors’ Books and Records and/or with the information provided 

by the claimants. Failure to modify the Incorrect Priority Claims could result in the relevant 

claimants receiving a better recovery than other similarly situated creditors, even though such 

recovery is not warranted. Accordingly, the Debtors request that the Court enter the Order, 

modifying the Incorrect Priority Claims identified on Schedule 1 to Exhibit A. 

B. Incorrect Debtor and Amount Claims 

15. Upon review of the Proofs of Claim filed against the Debtors in these chapter 11 

cases, the Debtors have identified two (2) Incorrect Debtor and Amount Claims and listed on 

Schedule 2 annexed to Exhibit A, in the aggregate claimed amount of $9,249,123.64. The 

Debtors object to these claims. Based on their review, the Debtors have determined that each of 

the Incorrect Debtor and Amount Claims, as filed, do not accurately reflect which Debtor entity 

may be liable for the underlying claim, and do not accurately reflect amounts owed by the Debtors 

according to their Books and Records. Instead, the Debtors believe that the Debtor entity against 

which the Proof of Claim is asserted should be modified from the Debtor identified in the column 

titled “Asserted Claims” to the Debtor(s) identified in the column titled “Modified Claims” in the 

table provided in Schedule 2 to Exhibit A. The Debtors further believe that the asserted amount 

of such claims should be modified from the amounts identified in the column titled “Asserted 

Claims” to the amounts identified in the column titled “Modified Claims” in the table provided in 

Schedule 2 to Exhibit A because the asserted amount is incorrect according to their Books and 

Records. 

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16. The Debtors assert that the Debtor entities and amounts reflected in the “Modified 

Claims” column is consistent with the Debtors’ Books and Records and/or with the information 

provided by the claimants. Failure to modify such Incorrect Debtor and Amount Claims could 

result in the relevant claimants receiving a better recovery than other similarly situated creditors, 

even though such recovery is not warranted. Accordingly, the Debtors request that the Court enter 

the Order, modifying the Incorrect Debtor and Amount Claims identified on Schedule 2 to Exhibit 

A. 

C. Incorrect Amount and Priority Claims 

17. Upon review of the Proofs of Claim filed against the Debtors in these chapter 11 

cases, the Debtors have identified four (4) Incorrect Amount and Priority Claims listed on 

Schedule 3 annexed to Exhibit A, in the aggregate claimed amount of $11,257,142.15. The 

Debtors object to these claims. Based on their review, the Debtors have determined that each of 

the Incorrect Amount and Priority Claims, as filed, do not accurately reflect correct priority status 

for such claims and do not accurately reflect amounts owed by the Debtors according to their 

Books and Records. Instead, the Debtors believe that the asserted priority of such claims should 

be modified from the priority identified in the column titled “Asserted Claims” to the priority 

identified in the column titled “Modified Claims” in the table provided in Schedule 3 to Exhibit 

A. The Debtors further believe that the asserted amount of such claims should be modified from 

the amounts identified in the column titled “Asserted Claims” to the amounts identified in the 

column titled “Modified Claims” in the table provided in Schedule 3 to Exhibit A because the 

asserted amount is incorrect and/or a portion of such claims have been satisfied in the ordinary 

course of business. 

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18. The Debtors assert that the priority status and amounts reflected in the “Modified 

Claims” column is consistent with the Debtors’ Books and Records and/or with the information 

provided by the claimants. Failure to modify such Incorrect Amount and Priority Claims could 

result in the relevant claimants receiving a better recovery than other similarly situated creditors, 

even though such recovery is not warranted. Accordingly, the Debtors request that the Court enter 

the Order, modifying the Incorrect Amount and Priority Claims identified on Schedule 3 to 

Exhibit A. 

D. Incorrect Debtor, Amount, and Priority Claim 

19. Upon review of the Proofs of Claim filed against the Debtors in these chapter 11 

cases, the Debtors have identified one (1) Incorrect Debtor, Amount, and Priority Claim listed on 

Schedule 4 annexed to Exhibit A, in the aggregate claimed amount of $387,592.00. The Debtors 

object to this claim. Based on their review, the Debtors have determined that the Incorrect Debtor, 

Amount, and Priority Claim, as filed, does not accurately reflect which Debtor entity may be liable 

for the underlying claim, does not accurately reflect amounts owed by the Debtors, and does not 

accurately reflect the correct priority status for such Proof of Claim according to their Books and 

Records. Instead, the Debtors believe that the Debtor entity against which the Proof of Claim is 

asserted should be modified from the Debtor identified in the column titled “Asserted Claims” to 

the Debtor(s) identified in the column titled “Modified Claims” in the table provided on Schedule 

4 annexed to Exhibit A. The Debtors also believe that the asserted amount of such claim should 

be modified from the amounts identified in the column titled “Asserted Claims” to the amounts 

identified in the column titled “Modified Claims” in the table provided in Schedule 4 to Exhibit 

A because the asserted amount is incorrect and/or a portion of such claim has been satisfied in the 

ordinary course of business. The Debtors further believe that the asserted priority of such claim 

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should be modified from the priority identified in the column titled “Asserted Claims” to the 

priority identified in the column titled “Modified Claims” in the table provided in Schedule 4 to 

Exhibit A. 

20. The Debtors assert that the Debtor entity, priority status, and amounts reflected in 

the “Modified Claims” column is consistent with the Debtors’ Books and Records and/or with the 

information provided by the claimant. Failure to modify the Incorrect Debtor, Amount, and 

Priority Claim could result in the claimant receiving a better recovery than other similarly situated 

creditors, even though such recovery is not warranted. Accordingly, the Debtors request that the 

Court enter the Order, modifying the Incorrect Debtor, Amount, and Priority Claim identified on 

Schedule 4 to Exhibit A. 

Separate Contested Matters 

21. To the extent that a response is filed regarding any Disputed Claim identified in 

this Objection and the Debtors are unable to resolve the response, the objection by the Debtor to 

each such Disputed Claim asserted herein shall constitute a separate contested matter as 

contemplated by Bankruptcy Rule 9014. Any order entered by the Court regarding an objection 

asserted in this Objection shall be deemed a separate order with respect to each such Disputed 

Claim. 

Reservation of Rights 

22. Nothing contained herein is intended or shall be construed as: (a) an admission as 

to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code 

or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s 

right to dispute any claim; (c) a promise or requirement to pay any particular claim; (d) an 

implication or admission that any particular claim is of a type specified or defined in this motion; 

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(e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant 

to section 365 of the Bankruptcy Code; (f) an admission as to the validity, priority, enforceability, 

or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors’ 

estates; or (g) a waiver of any claims or causes of action which may exist against any entity under 

the Bankruptcy Code or any other applicable law. If the Court grants the relief sought herein, any 

payment made pursuant to the Court’s order is not intended and should not be construed as an 

admission as to the validity, priority, or amount of any particular claim or a waiver of the Debtors’ 

or any other party in interest’s right to subsequently dispute such claim. 

23. The Debtors hereby reserve their right to amend, modify, and supplement this 

Objection, including to object to any of the Disputed Claims listed on Schedules 1–4 annexed to 

Exhibit A, on any additional grounds, prior to the hearing before the Court on this Objection, if 

any; provided that nothing in this Objection shall affect the Debtors’ right to object to the Disputed 

Claims or any other Proofs of Claim at a future date on a basis other than as set forth in this 

Objection as permitted by bankruptcy or nonbankruptcy law, subject to any limitations set forth in 

the Local Bankruptcy Rules. 

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Statement of Compliance with Local Bankruptcy Rule 3007-1 

24. Counsel for the Debtors has reviewed the requirements of Local Bankruptcy 

Rule 3007-1 and certifies that this Objection substantially complies with such Local Bankruptcy 

Rule. To the extent that the Objection does not comply in all respects with the requirements of 

Local Bankruptcy Rule 3007-1, the Debtors believe such deviations are not material and 

respectfully request that any such requirement be waived. 

Notice 

25. The Debtors will provide notice of this Objection via first class mail, facsimile or 

email (where available) to the Service List in accordance with the Notice Procedures as set forth 

in the Order (I) Establishing Certain Notice, Case Management, and Administrative Procedures, 

and (II) Granting Related Relief [Docket No. 79] and the Objection Procedures. The Debtors 

submit that, in light of the nature of the relief requested, no other or further notice need be given. 

[Remainder of page intentionally left blank] 

 

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WHEREFORE, the Debtors respectfully request that the Court enter the Order granting the 

relief requested herein and such other relief as the Court deems appropriate under the 

circumstances. 

 

Dated: February 22, 2021 

 

/s/ Cullen D. Speckhart

KIRKLAND & ELLIS LLP COOLEY LLP

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

Email: cspeckhart@cooley.com 

 oantle@cooley.com 

KIRKLAND & ELLIS INTERNATIONAL LLP

Edward O. Sassower, P.C. 

Steven N. Serajeddini, P.C. (admitted pro hac vice) 

601 Lexington Avenue 

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Email: edward.sassower@kirkland.com 

 steven.serajeddini@kirkland.com 

-andJohn R. Luze (admitted pro hac vice) 

300 North LaSalle Street 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

Email: john.luze@kirkland.com 

 

Co-Counsel to the Debtors and Debtors in Possession

 

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244685163 v2 

Exhibit A 

Proposed Order

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KIRKLAND & ELLIS LLP COOLEY LLP

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

KIRKLAND & ELLIS INTERNATIONAL LLP 

Edward O. Sassower, P.C. 

Steven N. Serajeddini, P.C. (admitted pro hac vice) 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

-andJohn R. Luze (admitted pro hac vice) 

300 North LaSalle 

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 

 ) 

RETAIL GROUP, INC., et al.,

1

 ) Case No. 20-33113 (KRH) 

 ) 

 Debtors. ) (Jointly Administered) 

 ) 

ORDER SUSTAINING DEBTORS’ SEVENTEENTH OMNIBUS OBJECTION TO 

CLAIMS (INCORRECT PRIORITY CLAIMS, INCORRECT DEBTOR AND AMOUNT 

CLAIMS, INCORRECT AMOUNT AND PRIORITY CLAIMS, AND 

INCORRECT DEBTOR, AMOUNT AND PRIORITY CLAIMS) 

Upon the objection (the “Objection”)2 of the above-captioned debtors and debtors in 

possession (collectively, the “Debtors”), for entry of an order (this “Order”), modifying the Proofs 

of Claim set forth on Schedules 1–4 attached hereto, all as more fully set forth in the Objection;

and upon the Esposito Declaration; and this Court having jurisdiction over this matter pursuant to 

 

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. 

2

 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Objection. 

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28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District 

Court for the Eastern District of Virginia, dated August 15, 1984; and that this Court may enter a 

final order consistent with Article III of the United States Constitution; and this Court having found 

that venue of this proceeding and the Objection in this district is proper pursuant to 28 U.S.C. 

§§ 1408 and 1409; and this Court having found that the relief requested in the Objection is in the 

best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court 

having found that the Debtors’ notice of the Objection and opportunity for a hearing on the 

Objection were appropriate under the circumstances and no other notice need be provided; and 

this Court having reviewed the Objection and having heard the statements in support of the relief 

requested therein at a hearing before this Court (the “Hearing”); and this Court having determined 

that the legal and factual bases set forth in the Objection and at the Hearing establish just cause for 

the relief granted herein; and upon all of the proceedings had before this Court; and after due 

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 

1. The Objection is sustained as set forth herein. 

2. The Incorrect Priority Claims set forth on the attached Schedule 1 are hereby 

modified as to the priority status as identified in the column titled “Modified Claims” in Schedule 

1 to this Order. 

3. The Incorrect Debtor and Amount Claims set forth on the attached Schedule 2 are 

hereby modified as to the Debtor entity and amount as identified in the column titled “Modified 

Claims” in Schedule 2 to this Order. 

4. The Incorrect Amount and Priority Claims set forth on the attached Schedule 3 are 

hereby modified as to the amount and priority status as identified in the column titled “Modified 

Claims” in Schedule 3 to this Order. 

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5. The Incorrect Debtor, Amount, and Priority Claim set forth on the attached 

Schedule 4 is hereby modified as to the Debtor entity, amount, and priority status as identified in 

the column titled “Modified Claims” in Schedule 4 to this Order. 

6. The Debtors’ objection to the Disputed Claims addressed in the Objection 

constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014. This Order 

shall be deemed a separate order with respect to each claim. Any stay of this Order pending appeal 

by any claimant subject to this Order shall only apply to the contested matter that involves such 

claimant and shall not act to stay the applicability or finality of this Order with respect to the other 

contested matters covered hereby. 

7. Nothing in this Order shall affect the Debtors’ right to object to the Modified 

Claims or any other Proofs of Claim at a future date. 

8. The Claims Agent is authorized and directed to modify the claims register in 

accordance with entry of the relief granted in this Order. 

9. Notwithstanding the relief granted in this Order and any actions taken pursuant to 

such relief, nothing in this Order shall be deemed: (a) an admission as to the validity, priority, or 

amount of any particular claim against a Debtor entity; (b) a waiver of the Debtors’ or any other 

party in interest’s right to dispute any particular claim on any grounds; (c) a promise or requirement 

to pay any particular claim; (d) an implication or admission that any particular claim is of a type 

specified or defined in this Order or the Objection; (e) a request or authorization to assume any 

agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) a waiver or 

limitation of the Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any 

other applicable law; or (g) a concession by the Debtors or any other party in interest that any liens 

(contractual, common law, statutory, or otherwise) satisfied pursuant to this Order are valid and 

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 17 of 36
4 

244685163 v2 

the Debtors and all other parties in interest expressly reserve their rights to contest the extent, 

validity, or perfection or to seek avoidance of all such liens. Any payment made pursuant to this 

Order should not be construed as an admission as to the validity, priority, or amount of any 

particular claim or a waiver of the Debtors’ or any other party in interest’s rights to subsequently 

dispute such claim. 

10. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted in this Order in accordance with the Objection. 

11. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order. 

Dated: __________ 

Richmond, Virginia United States Bankruptcy Judge 

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 18 of 36
5 

244685163 v2 

WE ASK FOR THIS: 

 

 /s/ Cullen D. Speckhart 

KIRKLAND & ELLIS LLP COOLEY LLP

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

KIRKLAND & ELLIS INTERNATIONAL LLP 

Edward O. Sassower, P.C. 

Steven N. Serajeddini, P.C. (admitted pro hac vice) 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

-andJohn R. Luze (admitted pro hac vice) 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200 

 

Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C) 

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by 

or served upon all necessary parties. 

 /s/ Cullen D. Speckhart 

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 19 of 36
244685163 v2 

Schedule 1 

Incorrect Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 20 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 APPAREL MANUFACTURING 

PARTNERS INC.

JAE JOON JUNG

561 7TH AVE. FL. 4

NEW YORK, NY 10018

2930 Lane Bryant Purchasing Corp. Secured $492,159.12* Lane Bryant Purchasing Corp. Secured $0.00

Lane Bryant Purchasing Corp. Unsecured $492,159.12*

Subtotal $492,159.12*

Reason: Claimant failed to provide prima facie evidence to support the asserted secured claim classification. Claim for goods manufactured and sold should be reclassified to general unsecured.

2 EDINBURG SRGV, LLC

149 COLONIAL ROAD

MANCHESTER, CT 06042

1659 Lane Bryant, Inc. Priority $4,216.36

Lane Bryant, Inc. Unsecured $30,372.48

Subtotal $34,588.84

Lane Bryant, Inc. Priority $0.00

Lane Bryant, Inc. Unsecured $34,588.84

Subtotal $34,588.84

Reason: Claim for lease rejection damages, taxes and/or penalties is not entitled to priority status under section 507(a)(8) of the bankruptcy code.

3 FOUND DESIGN STUDIO LIMITED

2 WHITE POST LANE, FLAT 505

LONDON, E9 5SZ

UNITED KINGDOM

5476 Ascena Retail Group, Inc. Administrative $650.00 Ascena Retail Group, Inc. Administrative $0.00

Ascena Retail Group, Inc. Unsecured $650.00

Subtotal $650.00

Reason: The Claimant asserts administrative priority for pre-petition services which should be reclassified to general unsecured.

4 ICONICFOCUS, LLC

PO BOX 335

GREENVALE, NY 11548

5215 Ascena Retail Group, Inc. Administrative $11,586.73 Ascena Retail Group, Inc. Administrative $0.00

Ascena Retail Group, Inc. Unsecured $11,586.73

Subtotal $11,586.73

Reason: The Claimant asserts administrative priority classification for pre-petition services which should be reclassified to general unsecured.

5 JOHN GALLIN AND SON, INC.

C/O BARTON LLP

ERIC SLEEPER, ESQ.

711 THIRD AVENUE, 14TH FLOOR

NEW YORK, NY 10017

3770 AnnTaylor Retail, Inc. Secured $3,798,923.19 AnnTaylor Retail, Inc. Secured $0.00

AnnTaylor Retail, Inc. Unsecured $3,798,923.19

Subtotal $3,798,923.19

Reason: The claimant does not provide prima facie evidence to support a secured claim against the Debtors'. The claimant's mechanics lien is asserted against the owner of a building in which the Debtors 

lease space.

6 KRISTIN MANGAS

3367 LEIGHTON RD

COLUMBUS, OH 43221

5229 Ascena Retail Group, Inc. Administrative $1,250.00 Ascena Retail Group, Inc. Administrative $0.00

Ascena Retail Group, Inc. Unsecured $1,250.00

Subtotal $1,250.00

Reason: The Claimant asserts administrative priority classification for pre-petition services which should be reclassified to general unsecured.

* Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 3

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 1 - Incorrect Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 21 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

7 LAUREL B. CORP D/B/A THE MAGNET 

AGENCY

270 LAFAYETE ST.

SUITE 901

NEW YORK, NY 10012

269 Lane Bryant, Inc. Priority $4,592.50

Lane Bryant, Inc. Unsecured $806.94

Subtotal $5,399.44

Lane Bryant, Inc. Priority $0.00

Lane Bryant, Inc. Unsecured $5,399.44

Subtotal $5,399.44

Reason: Claim for services is not entitled to priority status under sections 507(a)(4) and 507(a)(8) of the bankruptcy code.

8 LEE & CO.

LS BLDG, YEOKSAM-RO 461

SEOUL, 06195

KOREA, REPUBLIC OF

1699 Lane Bryant Purchasing Corp. 503(b)(9) $239,359.64

Lane Bryant Purchasing Corp. Unsecured $169,804.60

Subtotal $409,164.24

Lane Bryant Purchasing Corp. 503(b)(9) $0.00

Lane Bryant Purchasing Corp. Unsecured $409,164.24

Subtotal $409,164.24

Reason: Invoice numbers 162365, 162366, 162367, 162368, 162369, 162370, 162371, 162372, 162374, 162376, 162377, and 162379, in the aggregate amount of $239,359.64, are for goods received prior 

to the 503(b)(9) period.

9 MILLER, KIMBERLY

9747 DEWEY CIRCLE

FRANKFORT, IL 60423

6045 Ascena Retail Group, Inc. 503(b)(9) $42.32 Ascena Retail Group, Inc. 503(b)(9) $0.00

Ascena Retail Group, Inc. Unsecured $42.32

Subtotal $42.32

Reason: Claim for an unredeemable gift card does not constitute goods under section 503(b)(9) of the bankruptcy code.

10 PEARL GLOBAL (HK) LIMITED

ATTN: RONALD S. BEACHER

PRYOR CASHMAN LLP

7 TIMES SQUARE

NEW YORK, NY 10036

707 Lane Bryant Purchasing Corp. 503(b)(9) $233,583.41

Lane Bryant Purchasing Corp. Unsecured $408,207.94

Subtotal $641,791.35

Lane Bryant Purchasing Corp. 503(b)(9) $0.00

Lane Bryant Purchasing Corp. Unsecured $641,791.35

Subtotal $641,791.35

Reason: The goods represented in the invoices asserted as 503(b)(9) were received prior to the 503(b)(9) period and therefore not entitled for priority status under section 503(b)(9) of the bankruptcy code.

11 ROBOWSKI, CASEY JO

10613 LA GRANGE ROAD

LOUISVILLE, KY 40223

1353 Lane Bryant, Inc. Priority $2,600.00 Lane Bryant, Inc. Priority $0.00

Lane Bryant, Inc. Unsecured $2,600.00

Subtotal $2,600.00

Reason: Claim for styling services does not qualify for priority status under section 507(a)(4) of the bankruptcy code.

12 SOUTH ASIA KNITTING FACTORY 

LTD.

17/F, SOUTH ASIA BUILDING, 108

HOW MING

STREET, KWUN TONG

KOWLOON, 

HONG KONG

3393 AnnTaylor, Inc. 503(b)(9) $212,620.61

AnnTaylor, Inc. Unsecured $1,212,445.12

Subtotal $1,425,065.73

AnnTaylor, Inc. 503(b)(9) $145,744.36

AnnTaylor, Inc. Unsecured $1,279,321.37

Subtotal $1,425,065.73

Reason: Invoice numbers 2020/01264, 2020/01267, 2020/01337, and 2020/01338, in the aggregate amount of $66,886.25, represent goods received prior to 503(b)(9) period.

* Indicates claim contains unliquidated and/or undetermined amounts Page 2 of 3

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 1 - Incorrect Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 22 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

13 WOMEN MANAGEMENT

55 HUDSON YARDS, 3RD FL.

NEW YORK, NY 10001

5451 AnnTaylor, Inc. Administrative $9,600.00 AnnTaylor, Inc. Administrative $0.00

AnnTaylor, Inc. Unsecured $9,600.00

Subtotal $9,600.00

Reason: The Claimant asserts administrative priority classification for pre-petition services which should be reclassified to general unsecured.

TOTAL $ 6,832,820.96* TOTAL $ 6,832,820.96*

* Indicates claim contains unliquidated and/or undetermined amounts Page 3 of 3

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 1 - Incorrect Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 23 of 36
244685163 v2 

Schedule 2 

Incorrect Debtor and Amount Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 24 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 LEE & CO.

LS BLDG, YEOKSAM-RO 461

SEOUL, 06195

KOREA, REPUBLIC OF

1700 Tween Brands Service Co. 503(b)(9) $830,295.28

Tween Brands Service Co. Unsecured $404,465.41

Subtotal $1,234,760.69

Lane Bryant Purchasing Corp. 503(b)(9) $43,038.13

Tween Brands Service Co. 503(b)(9) $653,832.23

Tween Brands Service Co. Unsecured $229,982.87

Subtotal $926,853.23

Reason: Modified Debtor reflects the Debtor(s) against which the claim is properly asserted according to the Debtors' books and records.

Invoice numbers 156253, 156350, 158662, 158674, 158683, 158702, 158918, 158919, 158921, 158922, 158923, 158924, 158925, 158926, 158927, 160629, 160630, 160631, 160633, 160635, 160637, 

160639, 160642, 160648, 160857, 160859, 160860, 161332, 161333, 161334, 161893, 161894, 161895, 161896, 161900, 161901, 161903, 161904, 161906, 162052, 162053, 162054, and 162055, in the 

aggregate amount of $315,876.77, are duplicative of the invoices asserted on the Claimant's proof of claim number 1698.

Invoice numbers 161807, 161810, 161907, 161909, 161911, 161913, 161928, 161931, 161932, 161935, 161937, 161938, 161940, 161944, 162365, 162366, 162367, 162368, 162369, 162370, 162371, 

162372, 162374, 162376, 162377, and 162379, in the aggregate amount of $409,164.24, are duplicative of the invoices asserted on the Claimant's proof of claim number 1699.

2 MGF SOURCING US, LLC

4200 REGENT STREET

SUITE 205

COLUMBUS, OH 43219

468 Ascena Retail Group, Inc. 503(b)(9) $257,664.76

Ascena Retail Group, Inc. Unsecured $7,756,698.19

Subtotal $8,014,362.95

Catherines Stores Corporation 503(b)(9) $2,651.72

Lane Bryant Purchasing Corp. 503(b)(9) $120,781.78

Catherines Stores Corporation Unsecured $339,813.69

Lane Bryant Purchasing Corp. Unsecured $6,613,529.46

Subtotal $7,076,776.65

Reason: Modified Debtor reflects the Debtor(s) against which the claim is properly asserted according to the Debtors' books and records.

Post-petition invoice numbers CIV0400499, CIV0400877, CIV0400876, CIV0400875, LBRIN-INT-100365868, LBRIN-INT-100365876, LBRIN-INT-100373806, LBRIN-INT-100373813, LBRININT-100381772, LBRIN-INT-100381775, LBRIN-INT-100381796, LBRIN-INT-100381802, LBRIN-INT-100381803, LBRIN-INT-100387593, and LBRIN-INT-100393376, in the aggregate amount of 

$809,655.46, were paid on ACH numbers 5506379 (dated 9/10/2020), 5506449 (10/8/2020), 5506467 (dated 10/15/2020), 5506513 (dated 10/29/2020), 5506532 (dated 11/5/2020), 5506620 (dated 

12/3/2020) and 5506640 (dated 12/10/2020).

Invoice numbers CIV0385089, CIV0387122, CIV0388580, CIV0388853, CIV0390310, CIV0390559, CIV0392038, CIV0392024, CIV0392019, CIV0392992, CIV0394548, CIV0394612, CIV0394621, 

CIV0394876, LBRIN-INT-100381706 and, LBRIN-INT-100381707, asserted in the aggregate amount of $440,437.71, exist in the Debtors’ books and records in the amount of $331,969.51.

No liability exists on account of invoice numbers FTI04000012127, FTI04000012128, FTI04000012125, FTI04000012126, FTI04000012818, in the aggregated amount of $10,421.50, as they related to 

fabric liabilities on canceled orders.

Various invoices, including Regina RM invoices, in the aggregate amount of $9,041.14 do not exist on the Debtors’ books and records.

TOTAL $ 9,249,123.64 TOTAL $ 8,003,629.88

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 2 - Incorrect Debtor and Amount Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 25 of 36
244685163 v2 

Schedule 3 

Incorrect Amount and Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 26 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 BUSANA APPAREL PTE. LTD.

MR. SANJAY GOYAL

GRAND BUILDING

17TH PHILLIPS STREET, #05-01

, 048695

SINGAPORE

3382 AnnTaylor, Inc. 503(b)(9) $570,691.91

AnnTaylor, Inc. Unsecured $889,995.77

Subtotal $1,460,687.68

AnnTaylor, Inc. 503(b)(9) $426,617.30

AnnTaylor, Inc. Unsecured $934,822.09

Subtotal $1,361,439.39

Reason: Invoice numbers 2645/BAPL/I/2020, 2646/BAPL/I/2020, 2647/BAPL/I/2020, 2648/BAPL/I/2020, 2649/BAPL/I/2020, and 2709/BAPL/I/2020, asserted as 503(b)(9) in the aggregate amount of 

$144,074.30, represent goods received prior to the 503(b)(9) period.

Invoice numbers 1912/BAPL/I/2020, 1913/BAPL/I/2020, 1914/BAPL/I/2020, 1915/BAPL/I/2020, 2580/BAPL/I/2020, 2581/BAPL/I/2020, 2589/BAPL/I/2020, 2630/BAPL/I/2020, and 

2631/BAPL/I/2020, in the aggregate amount of $12,527.73, are the responsibility of the non-debtor entity Ann Canada, Inc.

The claimant asserts various invoices totaling $86,720.56 for which the Debtor has no record of such liability.

2 CHOI & SHIN'S CO., LTD

61, BUKCHON-RO, JONGNO-GU

SEOUL, 03052

KOREA, REPUBLIC OF

2905 AnnTaylor, Inc. 503(b)(9) $295,924.88

AnnTaylor, Inc. Unsecured $1,440,122.75

Subtotal $1,736,047.63

AnnTaylor, Inc. 503(b)(9) $122,966.92

AnnTaylor, Inc. Unsecured $1,605,056.00

Subtotal $1,728,022.92

Reason: Invoices CSVN-ANN-2052101, CSVN-ANN-2052102, CSVN-ANN-2052103, CSVN-ANN-2052104, CSVN-ANN-2052105, CSVN-ANN-2052106, CSVN-ANN-2052107, CSVNANN-2052108, and CSVN-ANN-2051404 asserted in the aggregate amount of $171,438.56 were delivered outside of the 503(b)(9) period.

Invoices CSVN-ANN-206401, CSVN-ANN-206402, CSVN-ANN-206403, CSVN-ANN-207301, and CSVN-ANN-207302 asserted in the aggregate amount of $1,519.40 relate to post-petition invoices 

which will be handled in the normal course of business.

Invoices HDI2002068, HDI2002069, CSVN-ANN-2020501, CSVN-ANN-2020502, CSVN-ANN-2020503, CSVN-ANN-2051401, CSVN-ANN-2051901 and CSVN-ANN-2051902, in the aggregate 

amount of $6,505.31, represents liability of the non-debtor entity Ann Canada, Inc.

Page 1 of 2

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 3 - Incorrect Amount and Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 27 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

3 CLOVER GROUP INTERNATIONAL 

LIMITED

ROY IAN DELBYCK

LAW OFFICES OF ROY IAN DELBYCK

ROOM 929 STAR HOUSE

TSIMSHATSUI, KOWLOON, Hong 

Kong

3046 Lane Bryant Purchasing Corp. 503(b)(9) $500,948.80

Lane Bryant Purchasing Corp. Unsecured $4,832,578.42

Subtotal $5,333,527.22

Lane Bryant Purchasing Corp. 503(b)(9) $500,948.80

Lane Bryant Purchasing Corp. Unsecured $46,025.63

Subtotal $546,974.43

Reason: Invoices 601726, 601749, 601750, 601724, 601725, 602110, 608079, 601733, 601734, 601735, 601736, 601737, 601738, 601739, 601743, 601744, 601745, 601746, 601747, 601748, 602121, 

602122, 607858, 607859, 607860, 607861, 607862, 607991, 608006, 608007, 608008, 608014 & 608078, In the aggregate amount of $650,663.75, represent post-petition goods which will be handled in 

the normal course of business.

Invoices 910026713, 910026714, 910026715, 910026716, 910026717, 910026718, 910026719, 910026720, 910026721, 910026722, 910026723, 910026724, 910026725, 910026726, 910026727, 

910026728, 910026906, 910026907, 910026908, 910026909, 910026910, 910026911, 910026912, 910026729, 910026730, 910026731, 910026743, 910026795, 910026796, 910026797, 910026803, 

910026804, 910026805, 910026806, 910026807, 910026565, 910026566, 910026567, 910026568, 910026569, 910026570, 910026814, 910026808, 910026809, 910026810, 910026811, 910026812, 

910026813, 910026815, 910026816, 910026817, 910026818, 910026819, 910026863, 910026864, 910026865, 910026853, 910026854, 910026855, 910026856, 910026857, 910026858, 910026859, 

910026860, 910026861, 910026862, 910026958, 910026959, 910026960, 910026961, 910026962, 910026963, 910026964, 910026965, 910027194, 910027197, 910027277, 910027278, 910027083, 

910027084, 910027085, 910027086, 910027087, 910027088, 910027089, 910027090, 910027091, 910027092, 910027093, 910027094, 910027095, 910027096, 910027120, 910027121, 910027186, 

910027192, 600524, 600528, 600529, 601741, 600643, 600644, 600645, 600646, 600630, 600635, 600642, 599101, 599102, 601527, 601528, 601531, 601526, 601532, 606511, 606512, 606090, 

606091, 606092 & 606093 in the aggregate amount of $4,135,889.04 were paid by wire numbers 7166, 7178, 7194, 7216, 7231 7245, 7267, 7287, 7312 & 7340 dated 09/24/2020, 10/01/2020, 

10/08/2020, 10/15/2020, 10/22/2020, 10/29/2020, 11/05/2020, 11/12/2020, 11/19/2020 and 12/03/2020, respectively. 

Invoice numbers 161243 and 160856, in the aggregate amount of $46,025.63, assert goods received prior to the 503(b)(9) period.

4 PT. ERATEX (HONG KONG) LIMITED

UNIT E11/F, EFFORT INDUSTRIAL 

BUILIDNG 2-8

KUNG YIP STREET

KWAI CHUNG, NT 

HONG KONG

3430 AnnTaylor, Inc. 503(b)(9) $226,881.47

AnnTaylor, Inc. Unsecured $2,499,998.15

Subtotal $2,726,879.62

AnnTaylor, Inc. 503(b)(9) $43,719.07

AnnTaylor, Inc. Unsecured $2,644,592.53

Subtotal $2,688,311.60

Reason: Invoice numbers 565/1452/20/HK, 569/1502/20/HK, 573/1751/20/HK, 579/1555/20/HK, 607/1323/20/HK and 609/1607/20/HK, in the aggregate amount of $183,162.40, represent goods 

received prior to the 503(b)(9) period.

Invoice numbers 361/1581/20/HK, 397/1488/20/HK, 398/1494/20/HK, 399/1502/20/HK, 400/1503/20/HK, 401/1509/20/HK, 402/1627/20/HK, 403/1628/20/HK, 404/1635/20/HK, 405/1636/20/HK, 

406/1489/20/HK, 559/1684/20/HK, 560/1705/20/HK, 581/1617/20/HK, 584/1767/20/HK, 647/1769/20/HK, and 664/1746/20/HK, in the aggregate amount of $24,526.79, represent liability of the nondebtor entity Ann Canada, Inc.

Various invoice liability totaling $14,041.27 does not exist in the Debtors' books and records.

TOTAL $ 11,257,142.15 TOTAL $ 6,324,748.34

Page 2 of 2

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 3 - Incorrect Amount and Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 28 of 36
244685163 v2 

Schedule 4 

Incorrect Debtor, Amount, and Priority Claim

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 29 of 36
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 DENIMATRIX, LLC

DENIMATRIX-NEW

70 WEST 40TH STREET, 11TH FLOOR

NEW YORK, NY 10018

2109 Ascena Retail Group, Inc. 503(b)(9) $300,737.00

Ascena Retail Group, Inc. Administrative $86,855.00

Subtotal $387,592.00

AnnTaylor, Inc. 503(b)(9) $69,414.62

Lane Bryant Purchasing Corp. 503(b)(9) $70,184.06

Lane Bryant Purchasing Corp. Administrative $0.00

Lane Bryant Purchasing Corp. Unsecured $86,855.18

Subtotal $226,453.86

Reason: Modified Debtor reflects the Debtor(s) against which the claim is properly asserted according to the Debtors' books and records.

Post-petition invoice numbers DENIA3736, DENIA3737, DENIA3738 and DENIA3741, in the aggregate amount of $161,138.21, were paid via ACH number 5506363 dated 9/2/2020.

Invoice numbers DENIA3629 and DENIA3630, in the aggregate amount of $86,855.18, are not entitled to administrative priority status as the goods provided on those invoices were received prior to the 

503(b)(9) period.

TOTAL $ 387,592.00 TOTAL $ 226,453.86

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH) 

Seventeenth Omnibus Claims Objection

Schedule 4 - Incorrect Debtor, Amount, and Priority Claims

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 30 of 36
244685163 v2 

Exhibit B 

Esposito Declaration

Case 20-33113-KRH Doc 1752 Filed 02/22/21 Entered 02/22/21 20:13:49 Desc Main

Document Page 31 of 36
1 

244685163 v2 

KIRKLAND & ELLIS LLP COOLEY LLP

Cullen D. Speckhart (VSB 79096) 

Olya Antle (VSB 83153) 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, DC 20004-2400 

Telephone: (202) 842-7800 

Facsimile: (202) 842-7899 

KIRKLAND & ELLIS INTERNATIONAL LLP 

Edward O. Sassower, P.C. 

Steven N. Serajeddini, P.C. (admitted pro hac vice) 

601 Lexington Avenue

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

-andJohn R. Luze (admitted pro hac vice) 

300 North LaSalle 

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 

 ) 

RETAIL GROUP, INC., et al.,

1

 ) Case No. 20-33113 (KRH) 

 ) 

 Debtors ) (Jointly Administered) 

 ) 

DECLARATION OF ROB ESPOSITO 

IN SUPPORT OF THE DEBTORS’ SEVENTEENTH 

OMNIBUS OBJECTION TO CLAIMS 

(INCORRECT PRIORITY CLAIMS, INCORRECT DEBTOR AND AMOUNT CLAIMS,

INCORRECT AMOUNT AND PRIORITY CLAIMS, AND 

INCORRECT DEBTOR, AMOUNT AND PRIORITY CLAIMS) 

I, Rob Esposito, hereby declare under penalty of perjury: 

1. I am a Senior Director at Alvarez & Marsal North America, LLC (together with 

employees of its affiliates, all of which are wholly-owned by its parent company and employees, 

its wholly owned subsidiaries, and independent contractors, “A&M”), a restructuring advisory 

 

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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services firm with numerous offices throughout the country and restructuring advisor to the abovecaptioned debtors and debtors in possession (collectively, the “Debtors”). I submit this declaration 

(the “Declaration”) in support of the relief requested in the Debtors’ Seventeenth Omnibus 

Objection to Claims (Incorrect Priority Claims, Incorrect Debtor and Amount Claims, Incorrect 

Amount and Priority Claims, and Incorrect Debtor, Amount, and Priority Claims) (the 

“Objection”).2

 

2. In my current position with A&M as an advisor to the Debtors, I am generally 

familiar with the Debtors’ day-to-day operations, financing arrangements, business affairs, 

Schedules and Statements, and Books and Records. Such documents reflect, among other 

things, the Debtors’ liabilities and the amounts owed to their creditors as of the Petition Date. 

Except as otherwise stated herein, all facts set forth herein are based upon my personal 

knowledge of the Debtors’ operations and finances, information learned from my review of 

relevant documents, or information received from other members of the Debtors’ management, 

the Debtors’ advisors, including my team at A&M, or employees of the Debtors. I have read 

the Objection filed contemporaneously herewith and to the best of my knowledge, information, 

and belief, the assertions made in the Objection are accurate. If I were called upon to testify, I 

could and would testify competently to the facts set forth herein. I am authorized to submit this 

Declaration on behalf of the Debtors. 

3. Considerable resources and time have been expended in reviewing and reconciling 

the Proofs of Claim filed or pending against the Debtors in these chapter 11 cases. 

4. The Debtors have identified thirteen (13) Incorrect Priority Claims listed on 

Schedule 1 annexed to Exhibit A, in the aggregate claimed amount of $6,832,820.96. To the best 

 

2

 Capitalized terms used in this Declaration but not defined herein have the meanings given to such terms in the 

Objection. 

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of my knowledge, information, and belief, and insofar as I have been able to ascertain after 

reasonable inquiry, each of the Incorrect Priority Claims, as filed, do not accurately reflect the 

correct priority status for each Proof of Claim according to the Debtors’ Books and Records. After 

carefully reviewing the Incorrect Priority Claims in good faith, utilizing due diligence by 

appropriate personnel, I believe that each of the Incorrect Priority Claims should be modified to 

reflect the amounts identified in the “Modified Claims” column of Schedule 1 to Exhibit A. 

Failure to modify the Incorrect Priority Claims could result in the relevant claimants receiving 

either a better recovery than other similarly situated creditors, even though such recovery is not 

warranted. As such, I believe that the modification of the Incorrect Priority Claims on the terms 

set forth in the Objection is appropriate. 

5. The Debtors have also identified two (2) Incorrect Debtor and Amount Claims and 

listed on Schedule 2 annexed to Exhibit A, in the aggregate claimed amount of $9,249,123.64. 

To the best of my knowledge, information, and belief, and insofar as I have been able to ascertain 

after reasonable inquiry, each of the Incorrect Debtor and Amount Claims, as filed, do not 

accurately reflect which Debtor entity may be liable for the underlying Claim, and do not 

accurately reflect amounts owed by the Debtors according to their Books and Records. After 

carefully reviewing the Incorrect Debtor and Amount Claims in good faith, utilizing due diligence 

by appropriate personnel, I believe that each of the Incorrect Debtor and Amount Claims should 

be modified to reflect the Debtor entity and amount identified in the “Modified Claims” column 

of Schedule 2 to Exhibit A. Failure to modify the Incorrect Debtor and Amount Claims could 

result in the relevant claimants receiving a better recovery than other similarly situated creditors, 

even though such recovery is not warranted. As such, I believe that the modification of the 

Incorrect Debtor and Amount Claims on the terms set forth in the Objection is appropriate. 

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6. The Debtors have further identified four (4) Incorrect Amount and Priority Claims 

listed on Schedule 3 annexed to Exhibit A, in the aggregate claimed amount of $11,257,142.15. 

To the best of my knowledge, information, and belief, and insofar as I have been able to ascertain 

after reasonable inquiry, each of the Incorrect Amount and Priority Claims, as filed, do not 

accurately reflect the correct priority status for such Proof of Claim and do not accurately reflect 

amounts owed by the Debtors according to their Books and Records. After carefully reviewing 

the Incorrect Amount and Priority Claims in good faith, utilizing due diligence by appropriate 

personnel, I believe that each of the Incorrect Amount and Priority Claims should be modified to 

reflect the priority status and amount identified in the “Modified Claims” column of Schedule 3

to Exhibit A. Failure to modify the Incorrect Amount and Priority Claims could result in the 

relevant claimants receiving either a better recovery than other similarly situated creditors, even 

though such recovery is not warranted. As such, I believe that the modification of the Incorrect 

Amount and Priority Claims on the terms set forth in the Objection is appropriate. 

7. Lastly, the Debtors have identified one (1) Incorrect Debtor, Amount, and Priority 

Claim listed on Schedule 4 annexed to Exhibit A, in the aggregate claimed amount of 

$387,592.00. To the best of my knowledge, information, and belief, and insofar as I have been 

able to ascertain after reasonable inquiry, the Incorrect Debtor, Amount, and Priority Claim, as 

filed, does not accurately reflect which Debtor entity may be liable for the underlying Claim, does 

not accurately reflect the correct priority status for such Proof of Claim, and does not accurately 

reflect amounts owed by the Debtors according to their Books and Records. After carefully 

reviewing the Incorrect Debtor, Amount, and Priority Claim in good faith, utilizing due diligence 

by appropriate personnel, I believe that the Incorrect Debtor, Amount, and Priority Claim should 

be modified to reflect the Debtor entity, priority status, and amount identified in the “Modified 

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Claims” column of Schedule 4 to Exhibit A. Failure to modify the Incorrect Debtor, Amount, 

and Priority Claim could result in the relevant claimants receiving a better recovery than other 

similarly situated creditors, even though such recovery is not warranted. As such, I believe that 

the modification of the Incorrect Debtor, Amount, and Priority Claim on the terms set forth in the 

Objection is appropriate. 

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

statements are true and correct to the best of my knowledge, information, and belief. 

Dated: February 22, 2021 /s/ Rob Esposito 

 Rob Esposito 

 Senior Director 

Alvarez & Marsal North America, LLC 

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