________________________________________ 

Augustus C. Epps, Jr., Esquire (VSB No. 13254) 

Michael D. Mueller, Esquire (VSB No. 38216) 

Jennifer M. McLemore, Esquire (VSB No. 47164) 

Bennett T. W. Eastham, Esquire (VSB No. 93484) 

WILLIAMS MULLEN

200 South 10th Street, Suite 1600 

Richmond, Virginia 23219 

Telephone: (804) 420-6000 

Facsimile: (804) 420-6507 

Email: aepps@williamsmullen.com 

mmueller@williamsmullen.com 

jmclemore@williamsmullen.com 

beastham@williamsmullen.com

Counsel to the Landlords 

____________________________________________ 

Douglas B. Rosner, Esq. 

Vanessa P. Moody, Esq. 

GOULSTON & STORRS PC 

400 Atlantic Avenue 

Boston, MA 02110 

Telephone: (617) 574-1776 

Email: drosner@goulstonstorrs.com 

 vmoody@goulstonstorrs.com 

Counsel to the Landlords 

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

ASCENA RETAIL GROUP, INC., et al.,1

 Debtors. 

Chapter 11 

Case No. 20-33113 (KRH) 

(Jointly Administered) 

RESPONSE OF LEGACY PLACE PROPERTIES LLC, ROUTE 146 MILLBURY 

PROPERTY LLC, MARKET STREET RETAIL SOUTH LLC AND ASHEVILLE 

RETAIL ASSOCIATES LLC TO DEBTORS’ FOURTEENTH OMNIBUS OBJECTION 

TO CLAIMS (PARTIALLY SATISFIED CLAIMS) 

Legacy Place Properties LLC, Route 146 Millbury Property LLC, Market Street Retail South 

LLC and Asheville Retail Associates LLC (collectively, the “Landlords”) hereby file this response 

(this “Response”) to the Debtors’ Fourteenth Omnibus Objection to Claims (Partially Satisfied 

Claims) [Docket No. 1477] (the “Claim Objection”), filed on January 14, 2021 by the abovecaptioned debtors and debtors in possession (collectively, the “Debtors”). In further support of 

this Response, the Landlords state as follows: 

1

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

Debtors’ proposed 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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The Leases

1. Each of the Landlords is party to a rejected nonresidential real property lease with 

Tween Brands, Inc. (“Tween”), one of the Debtors (as detailed below, each a “Lease” 

collectively, the “Leases”): 

a. Legacy Place Properties LLC and Tween were parties to that certain Lease for a 

Justice retail store located within the shopping center known as Legacy Place in 

Dedham, Massachusetts (the “Dedham Lease”), which Lease was rejected by the 

Debtors effective as of August 13, 2020; 

b. Route 146 Millbury Property LLC and Tween were parties to that certain Lease for 

a Justice retail store located within the shopping center known as The Shoppes at 

Blackstone Valley located in Millbury, Massachusetts (the “Millbury Lease”), 

which Lease was rejected by the Debtors effective as of August 13, 2020; 

c. Market Street Retail South LLC and Tween were parties to that certain Lease for a 

Justice retail store located within the shopping center known as MarketStreet 

located in Lynnfield, Massachusetts (the “Lynnfield Lease”), which Lease was 

rejected by the Debtors effective as of August 15, 2020; and 

d. Asheville Retail Associates LLC and Tween were parties to that certain Lease for a 

Justice retail store located within the shopping center known as Asheville Outlets 

located in Asheville, North Carolina (the “Asheville Lease”), which Lease was 

rejected by the Debtors effective as of August 15, 2020. 

Response to Claim Objection 

2. Section 502(a) of title 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 

101, et seq., provides that the filing of a proof of claim constitutes prima facie evidence of the 

amount and validity of such claim. 11 U.S.C. § 502(a). Once a claim is filed, the burden shifts 

to the debtor to rebut the presumptive validity and amount of such claim, and to prove the 

amount and validity of such claim by a preponderance of evidence. In re Hartford Sands Inc., 

372 F.3d 637, 640-41 (4th Cir. 2004) (citations omitted). 

3. On September 28, 2020, each Landlord filed a claim for rejection damages under 

its Lease with Tween (each a “Claim” and, collectively, the “Claims”), which Claims all include 

amounts owed for the so-called stub rent (the “Stub Rent”) attributable to the postpetition period 

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from July 23, 2020 through July 31, 2020. The Claim numbers and amount of Stub Rent 

asserted in each is as follows: 

Lease: Claim Number: Stub Rent Amount: 

Dedham Lease 2859 $7,150.14 

Millbury Lease 3022 $6,232.16 

Lynnfield Lease 2811 $6,498.40 

Asheville Lease 2806 $3,916.23 

4. The Debtors filed the Claim Objection to reduce each claim by the amount of the 

Stub Rent included therein, on the asserted grounds that Stub Rent has been paid under each of 

the Leases. However, based on the Landlords’ respective books and records, Stub Rent remains 

unpaid under each of the Leases. 

5. On January 18, 2021, each of the Landlords filed an administrative expense claim 

for postpetition/pre-rejection rent, which amounts remain due and owing as of the date hereof 

(each an “Administrative Expense Claim” and, collectively, the “Administrative Expense 

Claims”).2 The Stub Rent owed under each Lease is included in the Administrative Expense 

Claim filed under the same Lease; however, the Landlords hereby file this objection so as not to 

prejudice their rights and claims under their respective Administrative Expense Claims because 

the Stub Rent remains unpaid and, therefore, has not been satisfied by the Debtors or their 

estates, contrary to the assertions made by the Debtors in the Claim Objection, and such amounts 

should be promptly paid to the Landlords. 

2

 Claim No. 5512 is the Administrative Expense Claim filed under the Dedham Lease; Claim No. 5485 is the 

Administrative Expense Claim filed under the Millbury Lease; Claim No. 5510 is the Administrative Expense Claim 

filed under the Lynnfield Lease; and Claim No. 5471 is the Administrative Expense Claim filed under the Asheville 

Lease. 

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WHEREFORE, the Landlords respectfully request that the Court (i) denying the Claim 

Objection as it relates to the Landlords’ Claims, and (ii) granting to the Landlords such other and 

further relief as the Court deems just and proper. 

Dated: February 4, 2021 /s/ Jennifer M. McLemore 

 Augustus C. Epps, Jr. Esquire 

 Michael D. Mueller, Esquire 

 Jennifer M. McLemore, Esquire 

Bennett T. W. Eastham, Esquire 

WILLIAMS MULLEN

200 South 10th Street, Suite 1600 

Richmond, Virginia 23219 

Telephone: (804) 420-6000 

Facsimile: (804) 420-6507 

Email: aepps@williamsmullen.com 

mmueller@williamsmullen.com 

jmclemore@williamsmullen.com 

beastham@williamsmullen.com 

-andDouglas B. Rosner, Esq. 

Vanessa P. Moody, Esq. 

GOULSTON & STORRS PC 

400 Atlantic Avenue 

Boston, MA 02110 

Telephone: (617) 574-1776 

Email: drosner@goulstonstorrs.com 

 vmoody@goulstonstorrs.com 

Counsel to the Landlords 

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CERTIFICATE OF SERVICE 

 The undersigned hereby certifies that on this 4th day February 2021, I caused a 

copy of the foregoing to be served through the Court’s EM/ECF system on all parties receiving 

notices in these cases. I also caused a copy of the foregoing to be served by mail and email on 

the following Notice Parties: 

Kirkland & Ellis LLP 

300 North LaSalle 

Chicago, Illinois 60654 

Attn: John R. Luze and Jeff Michalik 

john.luze@kirkland.com 

jeff.michalik@kirkland.com 

Cooley LLP 

1299 Pennsylvania Avenue, NW, Suite 700 

Washington, D.C. 20004-2400 

Attn: Cullen D. Speckhart and Olya Antle 

cspeckhart@cooley.com 

oantle@cooley.com 

 

/s/ Jennifer M. McLemore 

 Jennifer M. McLemore 

44411939_1

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