WEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

Attorneys for Debtors and Reorganized Debtors

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

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

:

In re : Chapter 11

:

CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP) 

:

Debtors.1 : (Jointly Administered)

:

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

PROPOSED AGENDA FOR HEARING

ON NOVEMBER 19, 2020, AT 1:00 P.M. (PREVAILING EASTERN TIME)

Parties may participate in this hearing by registering through the following link:

https://www.zoomgov.com/meeting/register/vJItd--sqjouHgsxNs8Llr9ASt5f7koo_lI

Parties who wish to attend this hearing, but do not intend on participating in the hearing 

(listen-only) may do so by using the following dial-in number:

Conference Line: 1-888-636-3807

Access Code: 82333381

Security Code: 1119

 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos 

Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew 

Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew 

International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC 

(7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. 

Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate 

headquarters and service address is 225 Liberty St., New York, NY 10281.

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 1 of 11
2

I. ADJOURNED MATTERS

1. “Cure Notice” – Notice of Assumption or Assignment and Cure Costs Relating to 

Executory Contracts and Unexpired Leases of the Debtors [ECF No. 667] (the “Initial 

Cure Notice”)

Related Documents:

(a) Supplemental Notice of Assumption or Assignment and Cure Costs Relating 

to Executory Contracts and Unexpired Leases of the Debtors[ECF No. 714]

(the “Supplemental Cure Notice”)

(b) Notice of Filing of Amendments to Cure Notice [ECF No. 903] (“Amended 

Cure Notice”)

Response Deadline: Except as expressly agreed among the Reorganized Debtors and 

any applicable party in interest, (i) the response deadline with respect to the contracts 

and leases included in the Cure Notice was August 13, 2020 at 4:00 p.m. (Eastern 

Time), (ii) the response deadline with respect to the contracts and leases included in 

the Supplemental Cure Notice was August 14, 2020 at 4:00 p.m. (Eastern Time); and 

(iii) the response deadline with respect to the contracts and leases included in the 

Amended Cure Notice was September 17, 2020 at 4:00 p.m. (Eastern Time).

Responses (collectively, the “Cure Objections”): 

(c) The Taubman Landlords’ Objection to the Notice of the Proposed (I) 

Assumption and Assignment or Transfer of Executory Contracts and 

Unexpired Leases and (II) Cure Amounts [ECF No. 704]

(d) Limited Objection to Cure Amount [ECF No. 713] filed by 50 Hudson, LLC

(e) Objection of BPP East Union LLC to Notice of Assumption or Assignment 

and Cure Costs Relating to Executory Contracts and Unexpired Leases of 

the Debtors [ECF No. 725]

(f) Objection of KMO-361 (Manhasset), LLC to the Debtors’ Notice of 

Assumption or Assignment and Cure Costs Relating to Executory Contracts 

and Unexpired Leases [ECF No. 727]

(g) Objection of BPP East Union LLC to Notice of Assumption or Assignment 

and Cure Costs Relating to Executory Contracts and Unexpired Leases of 

the Debtors [ECF No. 731]

(h) Objection of Easton Town Center II, LLC to the Debtors’ Notice of 

Assumption or Assignment and Cure Costs Relating to Executory Contracts 

and Unexpired Leases [ECF No. 734]

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 2 of 11
3

(i) Limited Objection of Garden City Owner LLC, Legacy Place Properties 

LLC, Market Street Retail South LLC, W/S/M Hingham Properties LLC, 

W/S Peak Canton Properties LLC, Wilson Canal Place II, LLC, South of 

Market LLC, Hillsdale Shopping Center LlC, Legacy Place Properties LLC, 

WS Tampa Owner LLC, BP Prucenter Acquisition LLC and Reston Town 

Center Property LLC to Notice of Assumption or Assignment and Cure 

Costs Relating to Executory Contracts and Unexpired Leases of the Debtors 

[ECF No. 742]

(j) K&C IV LLC’s and 234 W, LLC’s Objection to the Debtors’ Notice of 

Assumption or Assignment and Proposed “Cure Amount” and Failure to 

Provide Adequate Assurance of Future Performance to Assume the Lease 

for 234 Wythe Avenue, Brooklyn, New York [ECF No. 747]

(k) Oracle America, Inc.’s Rights Reservation Regarding (1) Amended Joint 

Prearranged Chapter 11 Plan of Reorganization of Chinos Holdings, Inc. 

and its Affiliated Debtors and (2) Notice of Assumptions or Assignment and 

Cure Costs Related to Executory Contracts and Unexpired Leases of the 

Debtors (“Rights Reservation”) [ECF No. 760]

(l) Objection of Atlanta Outlet Shoppes, LLC, Bluegrass Outlet Shoppes 

CMBS, LLC, OK City Outlets, LLC, Pyramid Management Group, LLC, 

Westfield, LLC and Certain Affiliates to the Notice of Assumption or 

Assignment and Cure Costs Relating to Executory Contracts and Unexpired 

Leases of the Debtors [ECF No. 761]

(m) Objection and Reservation of Rights of Washington Prime Group Inc. to the 

Debtors’ Notice of Assumption or Assignment and Cure Costs Relating to

Executory Contracts and Unexpired Leases of the Debtors [ECF No. 763]

(n) Conditional Objection and Reservation of Rights of the Americana at 

Brand, LLC, Palisades Village Co., LLC and the Grove, LLC to the 

Debtors’ Notice of Assumption or Assignment and Cure Costs Relating to 

Executory Contracts and Unexpired Leases [ECF No. 766]

(o) Objection of Help II, LLC and Harbor East Parcel D-Retail 2, LLC to 

Debtors’ Notice of Assumption or Assignment and Cure Costs Relating to 

Executory Contracts and Unexpired Leases of Debtors [ECF No. 768]

(p) Objection to Notice of Assumption or Assignment and Cure Costs Relating 

to the Executory Contracts and Unexpired Leases of the Debtors [Docket 

No. 667] [ECF No. 769]

(q) Objection of Salesforce.com to the Proposed Assumption of Certain 

Executory Contracts and Cure Costs in Connection with the Debtors Joint 

Prearranged Chapter 11 Plan of Reorganization, and Reservation of Rights 

[ECF No. 771]

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 3 of 11
4

(r) Declaration of Kevin Ramirez in Support of the Objection of Salesforce.com 

to the Proposed Assumption of Certain Executory Contracts and Cure Costs 

in Connection with the Debtors Joint Prearranged Chapter 11 Plan of 

Reorganization, and Reservation of Rights [ECF No. 772]

(s) Limited Objection and Reservation of Rights of the Crown Estate 

Commissioners to the Debtors’ Notice of Assumption or Assignment and 

Cure Costs Relating to Executory Contracts and Unexpired Leases [ECF 

No. 773]

(t) Objection of Deloitte Consulting LLP and Deloitte Tax LLP to Notice of 

Assumption or Assignment and Cure Costs Relating to Executory Contracts 

and Unexpired Leases of the Debtors [ECF No. 775]

(u) Limited Objection and Reservation of Rights of Aeonian Partners, LP to 

Notice of Assumption or Assignment and Cure Costs Relating to Executory 

Contracts and Unexpired Leases of the Debtors [ECF No. 777]

(v) Limited Objection of Acadia Reality Limited Partnership, Brixmor 

Operating Partnership LP, Centercal Properties, LLC, ERY Retail Podium 

LLC, Edens, Federal Realty Investment Trust, Gateway Knollwood, LLC, 

KRE Colonie Owner, LLC, PGIM Real Estate, Related Companies, Retail 

Properties of America, Inc., Starwood Retail Partners LLC, the Forbes 

Company, the Macerich Company, Trademark Property Company, and 

Urban Edge Properties L.P. to Debtors’ Notice of Assumption or 

Assignment and Cure Costs Relating to Executory Contracts and Unexpired 

Leases of the Debtors [ECF No. 780]

(w) Limited Objection of Jemal’s Atlantic, LLC to Debtors’ Notice of 

Assumption or Assignment and Cure Costs Relating to Executory Contracts 

and Unexpired Leases of the Debtors [ECF No. 785]

(x) Limited Objection of Brookfield Properties Retail, Inc., Hines Global REIT, 

Jones Lang LaSalle Americas, Inc., Krista Freitag as Receiver for 

Charlottesville Fashion Square, LLC, Teachers Insurance and Annuity 

Association of America, and Turnberry Associates to Assumption and 

Assignment of Leases [ECF No. 788]

(y) Reservation of Rights with Respect to Notice of Assumption or Assignment 

and Cure Costs Relating to Executory Contracts and Unexpired Leases of 

the Debtors [ECF No. 830] filed by AT&T Corp.

(z) Objection of Takihyo Co., Ltd. To Debtor’s Amendments to Cure Notice as 

Set Forth in Notice of Filing Amendments to Cure Notice [Docket No. 903]

[ECF No. 923]

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 4 of 11
5

(aa) Brink’s Inc.’s Limited Objection to Notice of Assumption or Assignment and 

Cure Costs Relating to Executory Contracts and Unexpired Leases of the 

Debtors [ECF No. 1006]

Status: The Reorganized Debtors continue to work to consensually resolve the Cure 

Objections, and, therefore, each of the Cure Objections is adjourned to the Omnibus 

Hearing scheduled for December 17, 2020, at 11:00 a.m. (Eastern Time).

2. “Fifth Omnibus Objection” – Debtors’ Fifth Omnibus Objection to Claims (No 

Liability Claims) [ECF No. 672] 

Related Documents:

(a) Notice of Hearing on Debtors’ Fifth Omnibus Objection to Claims (No 

Liability Claims) [ECF No. 669]

(b) Order Granting Debtors’ Fifth Omnibus Objection to Claims (No Liability 

Claims) [ECF No. 1008]

Response Deadline: September 17, 2020.

Responses: 

(c) United States’ Response in Opposition to Debtors’ Fifth Omnibus Objection 

to Claims (No Liability Claims) [ECF No. 920] (the “IRS Response”) 

Status: The Reorganized Debtors have agreed to adjourn the hearing on this matter to 

a date to be determined solely with respect to the relief sought in connection with the 

claim related to the IRS Response.

II. FEE APPLICATIONS

3. “Weil, Gotshal & Manges LLP” – First and Final Application of Weil, Gotshal & 

Manges LLP, as Attorneys for Debtors, for Allowance of Compensation for 

Professional Services Rendered and Reimbursement of Actual and Necessary Expenses 

Incurred From May 4, 2020 Through and Including September 10, 2020 [ECF No. 

1038] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 5 of 11
6

(b) Response of the United States Trustee to Final Fee Applications of 

Professionals for Allowance of Payment of Compensation and 

Reimbursement of Out-of-Pocket Expenses [ECF No. 1065] (“U.S. Trustee 

Response”)

Status: Weil, Gotshal & Manges, LLP received comments from the U.S. Trustee, and 

will submit an amended proposed order, which has been endorsed by the U.S. Trustee, 

addressing such comments. 

4. “Hunton Andrews Kurth LLP” – First and Final Application of Hunton Andrews 

Kurth LLP, Co-Counsel for Debtors and Debtors-In-Possession, for Allowance of 

Final Compensation and Reimbursement of Expenses Incurred For the Period May 4, 

2020 Through September 10, 2020 [ECF No. 1037] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Hunton Andrews Kurth LLP received comments from the U.S. Trustee, and 

will submit an amended proposed order, which has been endorsed by the U.S. Trustee, 

addressing such comments. 

5. “AlixPartners, LLP” – First and Final Application of AlixPartners, LLP, Financial 

Advisor to the Debtors for Allowance of Compensation for Services Rendered and for 

Reimbursement of Expenses for the Period May 4, 2020, Through September 10, 2020

[ECF No. 1036] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 6 of 11
7

Status: AlixPartners, LLP received comments from the U.S. Trustee, and will submit 

an amended proposed order, which has been endorsed by the U.S. Trustee, addressing 

such comments. 

6. “Lazard Frères & Co. LLC” – First and Final Application of Lazard Frères & Co. 

LLC for Allowance of Compensation and Reimbursement of Expenses Incurred as 

Investment Banker to the Debtors and Debtors in Possession for the Period from May 

4, 2020, Through September 10, 2020 [ECF No. 1035] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: As set forth in the U.S. Trustee Response, Lazard Freres & Co. LLC did not 

receive any comments from the U.S. Trustee. No other answer, objection or responsive 

pleading appears on the Court’s docket. Lazard Freres & Co. LLC will submit a 

proposed order, which has been endorsed by the U.S. Trustee. 

7. “Hilco” – First and Final Application of Hilco Real Estate, LLC for Allowance of 

Compensation for Services Rendered as Real Estate Advisor to the Debtors for the 

Period From May 4, 2020 Through September 8, 2020 [ECF No. 1052] 

Related Documents:

(a) Notice of Final Fee Application and Notice of Hearing [ECF No. 1052]

Response Deadline: November 18, 2020.

Responses: 

(b) U.S. Trustee Response

Status: As set forth in the U.S. Trustee Response, Hilco Real Estate, LLC did not 

receive any comments from the U.S. Trustee. No other answer, objection or responsive 

pleading appears on the Court’s docket. Hilco Real Estate, LLC will submit a proposed 

order, which has been endorsed by the U.S. Trustee.

8. “Quinn Emanuel” – First and Final Application of Quinn Emanuel Urquhart & 

Sullivan, LLP as Special Counsel to J. Crew Operating Corp. for the Period May 4, 

2020, Through September 10, 2020 [ECF No. 1032] 

Related Documents:

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 7 of 11
8

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Quinn Emanuel Urquhart & Sullivan, LLP received comments from the U.S. 

Trustee, and will submit an amended proposed order, which has been endorsed by the 

U.S. Trustee, addressing such comments. 

9. “Goldin Associates” – First and Final Application of Goldin Associates, LLC as 

Financial Advisor to J. Crew Operating Corp. for the Period May 4, 2020, Through 

September 10, 2020 [ECF No. 1033] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1039]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Goldin Associates, LLC received comments from the U.S. Trustee, and will 

submit an amended proposed order, which has been endorsed by the U.S. Trustee, 

addressing such comments. 

10. “Pachulski Stang” – First and Final Application of Pachulski Stang Ziehl & Jones 

LLP as Counsel to the Official Committee of Unsecured Creditors for Allowance of an 

Administrative Expense Claim for Compensation and for Reimbursement of Expenses 

Incurred for the Period From May 14, 2020 Through September 10, 2020 [ECF No. 

1029] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1042]

(b) Supplement to First and Final Application of Pachulski Stang Ziehl & Jones 

LLP as Counsel to the Official Committee of Unsecured Creditors for 

Allowance of an Administrative Expense Claim for Compensation and for 

Reimbursement of Expenses Incurred for the Period From May 14, 2020 

Through September 10, 2020 [ECF No. 1062]

Response Deadline: November 12, 2020.

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 8 of 11
9

Responses: 

(c) U.S. Trustee Response

Status: Counsel to the Committee advises that Pachulski Stang Ziehl & Jones LLP 

received comments from the U.S. Trustee, and will submit an amended proposed order, 

which has been endorsed by the U.S. Trustee, addressing such comments. 

11. “Hirschler Fleischer, P.C.” – First and Final Application of Hirschler Fleischer, P.C. 

as Local Counsel to the Official Committee of Unsecured Creditors for Allowance of 

an Administrative Expense Claim for Compensation and for Reimbursement of 

Expenses Incurred for the Period from May 17, 2020 Through September 10, 2020

[ECF No. 1041] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1042]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Counsel to the Committee advises that Hirschler Fleischer, P.C. received 

comments from the U.S. Trustee, and will submit an amended proposed order, which 

has been endorsed by the U.S. Trustee, addressing such comments. 

12. “Back Bay Management” – First and Final Application of Back Bay Management 

Corporation and its Division, the Michel-Shaked Group, as Expert Consultant to the 

Official Committee of Unsecured Creditors for Allowance of an Administrative 

Expense Claim for Compensation and for Reimbursement of Expenses Incurred for the 

Period from June 9, 2020 Through August 20, 2020 [ECF No. 1030] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1042]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Counsel to the Committee advises that Back Bay Management Corporation

received comments from the U.S. Trustee, and will submit an amended proposed order, 

which has been endorsed by the U.S. Trustee, addressing such comments. 

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 9 of 11
10

13. “Morrison & Foerster LLP” – First and Final Application of Morrison & Foerster 

LLP as Special Intellectual Property and Tax Counsel for the Official Committee of 

Unsecured Creditors for Allowance of an Administrative Expense Claim for 

Compensation and for Reimbursement of Expenses Incurred for the Period from June 

8, 2020 Through September 10, 2020 [ECF No. 1031] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1042]

Response Deadline: November 12, 2020.

Responses: 

(b) U.S. Trustee Response

Status: Counsel to the Committee advises that Morrison & Foerster, LLP received 

comments from the U.S. Trustee, and will submit an amended proposed order, which 

has been endorsed by the U.S. Trustee, addressing such comments. 

14. “Province, Inc.” – First and Final Application of Province, Inc., as Financial Advisor 

to the Official Committee of Unsecured Creditors for Allowance of an Administrative 

Expense Claim for Compensation and for Reimbursement of Expenses Incurred for the 

Period from May 18, 2020 Through September 10, 2020 [ECF No. 1034] 

Related Documents:

(a) Notice of Final Fee Applications and Notice of Hearing [ECF No. 1042]

(b) Supplement to First and Final Application of Province, Inc., as Financial 

Advisor to the Official Committee of Unsecured Creditors for Allowance of 

an Administrative Expense Claim for Compensation and for Reimbursement 

of Expenses Incurred for the Period from May 18, 2020 Through September 

10, 2020 [ECF No. 1067]

Response Deadline: November 12, 2020.

Responses: 

(c) U.S. Trustee Response

Status: Counsel to the Committee advises that Province, Inc. received comments from 

the U.S. Trustee, and will submit an amended proposed order, which has been endorsed 

by the U.S. Trustee, addressing such comments. 

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 10 of 11
11

Dated: November 17, 2020

Richmond, Virginia

/s/ Henry P. (Toby) Long, III

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

-andWEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Attorneys for Debtors and Reorganized Debtors

085105.0000010 EMF_US 82435422v3

Case 20-32181-KLP Doc 1072 Filed 11/17/20 Entered 11/17/20 12:42:18 Desc Main

Document Page 11 of 11