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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

Counsel to the Plan Administrator

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)

)

Reorganized Debtors. ) (Jointly Administered)

)

THE PLAN ADMINISTRATOR’S TWENTY-SEVENTH 

OMNIBUS OBJECTION TO CLAIMS 

(NO LIABILITY CLAIMS, LATE-FILED CLAIMS, 

INCORRECT DEBTOR, AMOUNT, AND PRIORITY 

CLAIMS, AND SUBSTANTIVE DUPLICATE CLAIMS) 

Jackson Square Advisors LLC, in its capacity as the Plan Administrator of the abovecaptioned reorganized debtors and debtors-in-possession (collectively, the “Debtors”), respectfully 

states as follows in support of this omnibus objection to claims (the “Objection”):2

1

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

the Reorganized Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of 

Debtor Mahwah Bergen Retail Group, Inc.’s principal place of business and the Reorganized Debtors’ service 

address in these chapter 11 cases is 933 MacArthur Boulevard, Mahwah, New Jersey 07430. 

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. 

PARTIES RECEIVING THIS OBJECTION SHOULD 

REVIEW SCHEDULES 1–6 TO THE PROPOSED ORDER TO 

DETERMINE IF THEIR CLAIM IS SUBJECT TO THIS OBJECTION. 

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Relief Requested 

1. The Plan Administrator seeks entry of an order, substantially in the form attached 

hereto as Exhibit A (the “Order”) disallowing and expunging each Proof of Claim (as defined 

herein) identified on Schedules 1–6 to Exhibit A (collectively, the “Disputed Claims”) only to the 

extent set forth therein and summarized as follows: 

 Disallowing and expunging each Proof of Claim identified on Schedule 1 to Exhibit A

because the Plan Administrator has determined that, based on the Debtors’ Books and 

Records (as defined below), the Debtors have no liability for such claims (the “No Liability 

Claims”); 

 Disallowing and expunging the Proof of Claim identified on Schedule 2 to Exhibit A

because the Plan Administrator has determined that such claim was not actually received 

by the applicable Claims Bar Date (as defined herein) (the “Late-Filed Claim”); 

 Modifying the portion of each Proof of Claim identified on Schedule 3 to Exhibit A (the 

“Incorrect Debtor, Amount, and Priority Claims”) because the Plan Administrator has 

determined that such claims were filed against the incorrect Debtor, in the incorrect 

amount, and assert an incorrect priority status based on the Debtors’ Books and Records; 

 Modifying the portion of the Proof of Claim identified on Schedule 4 to Exhibit A (the 

“Incorrect Debtor and Amount Claim”) because the Plan Administrator has determined 

that such claim was filed against the incorrect Debtor entity and asserts an incorrect amount 

based on the Debtors’ Books and Records; 

 Modifying the portion of each Proof of Claim identified on Schedule 5 to Exhibit A (the 

“Incorrect Amount and Priority Claims”) because the Plan Administrator has determined 

that such claims were filed in the incorrect amount and assert an incorrect priority status 

based on the Debtors’ Books and Records; 

 Disallowing and expunging the Proof of Claim identified on Schedule 6 to Exhibit A in 

the column titled “Claims to be Disallowed” because the Plan Administrator has 

determined that such claim is duplicative of the liability in the claim identified in the 

column titled “Remaining Claims” (the “Substantive Duplicate Claim”). 

2. In support of this Objection, the Plan Administrator submits the Declaration of Rob 

Esposito in Support of the Plan Administrator’s Twenty-Seventh Omnibus Objection to Claims (No 

Liability Claims, Late-Filed Claims, Incorrect Debtor, Amount, and Priority Claims, and 

Substantive Duplicate Claims) (the “Esposito Declaration”) attached hereto as Exhibit B. This 

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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 Plan Administrator confirms its 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. 

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 

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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 December 21, 2020, the Court entered the Order (I) Setting a Bar Date for 

Filing Proofs of Administrative Claims Incurred from the Petition Date to November 30, 2020, (II) 

Establishing Administrative Claims Procedures, (III) Approving the Form and Manner of Filing 

Proofs of Administrative Claims, (IV) Approving Notice of the Administrative Claims Bar Date, 

and (V) Granting Related Relief [Docket No. 1373] (the “Administrative Bar Date Order”) 

establishing January 19, 2021 at 5:00 p.m. (prevailing Eastern Time) (the “Administrative Claims 

Bar Date”) as the final date and time for all entities holding claims against the Debtors that arose 

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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on or after the Petition Date but on or before November 30, 2020 (the “Administrative Claims 

Record Date”) to file administrative Proofs of Claim in these chapter 11 cases. Notice of the 

Administrative Claims Bar Date was provided by mail and publication in accordance with the 

procedures outlined in the Administrative Bar Date Order. 

10. 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 

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

Claim filed in the Debtors’ chapter 11 cases. 

11. 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]. 

12. On February 24, 2021, the Debtors filed an Amended Joint Chapter 11 Plan 

(Technical Modifications) of Mahwah Bergen Retail Group, Inc. (f/k/a Ascena Retail Group, Inc.) 

and Its Debtor Affiliates (the “Plan”) [Docket No. 1794]. On February 25, 2021, the Court entered 

the Order Confirming the Amended Joint Chapter 11 Plan (Technical Modifications) of Mahwah 

Bergen Retail Group, Inc. (f/k/a Ascena Retail Group, Inc.) and Its Debtor Affiliates (the 

“Confirmation Order”) [Docket No. 1811]. 

13. Pursuant to the Plan, Confirmation Order, and Plan Administration Agreement 

[Docket No. 1790, Ex. H], Jackson Square Advisors LLC was appointed as the Plan Administrator 

and sole representative of the Debtors upon occurrence of the Effective Date. On March 5, 2021, 

the Debtors filed a Notice of Occurrence of the Plan Effective Date [Docket No. 1845]. 

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14. In the ordinary course of business, the Debtors maintained books and records 

(the “Books and Records”) that reflected, 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 6,400 Proofs of Claim asserting more than 

$1,746,500,000 in aggregated amounts have been filed, including a number of Proofs of Claim for 

administrative expense and priority claims. The Plan Administrator and its advisors have been 

engaging in a systematic review of the Proofs of Claim, working diligently to review, compare, 

and reconcile the Proofs of Claim 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 

15. 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 

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 

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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. No Liability Claims 

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

cases, the Plan Administrator has identified 21 No Liability Claims listed on Schedule 1 annexed 

to Exhibit A, in the aggregate claimed amount of $4,625,963.43. The Plan Administrator objects 

to these claims, as it has determined that the No Liability Claims do not accurately reflect amounts 

owed by the Debtors according to their Books and Records. Instead, the Plan Administrator asserts 

that the Debtors have no liability for such Proofs of Claim. Among other reasons, the liabilities 

asserted in the No Liability Claims have been satisfied in the ordinary course of the Debtors’ 

business. As a result, the Plan Administrator is seeking entry of the Order disallowing and 

expunging the No Liability Claims in their entirety, as identified on Schedule 1 to Exhibit A. 

Failure to disallow and expunge the No Liability Claims could result in the applicable claimants 

receiving undue recoveries against the Debtors’ estates, to the detriment of other similarly situated 

creditors. Moreover, elimination of the No Liability Claims will enable the Plan Administrator to 

maintain a more accurate claims register. Accordingly, the Plan Administrator requests that the 

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Court enter the Order, disallowing and expunging the No Liability Claims identified on Schedule 

1 to Exhibit A. 

B. Late-Filed Claim 

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

cases, the Plan Administrator has identified one (1) Late-Filed Claim listed on Schedule 2 annexed 

to Exhibit A, in the aggregate claimed amount of $255,726.72. The Plan Administrator objects to 

this claim. As previously stated, the Administrative Bar Date Order established January 19, 2021 

at 5:00 p.m. (prevailing Eastern Time) as the Administrative Claims Bar Date. The Claims Agent 

provided notice of the Administrative Bar Date Order in accordance with the procedures outlined 

therein. The Plan Administrator objects to the Late-Filed Claim listed on Schedule 2 because such 

claim: (a) arose on or after the Petition Date but on or before Administrative Claims Record Date; 

(b) was subject to the Administrative Claims Bar Date; and (c) was filed after the Administrative 

Claims Bar Date. Moreover, the claimant asserting a Late-Filed Claim was provided timely notice 

of the Administrative Bar Date Order in accordance with the procedures outlined therein, and, 

therefore, had adequate notice of the Administrative Claims Bar Date. Accordingly, the Plan 

Administrator seeks an order disallowing and expunging the Late-Filed Claim identified on 

Schedule 2 in its entirety. 

C. Incorrect Debtor, Amount, and Priority Claims 

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

cases, the Plan Administrator has identified two (2) Incorrect Debtor, Amount, and Priority Claims 

listed on Schedule 3 annexed to Exhibit A, in the aggregate claimed amount of $372,607.55. The 

Plan Administrator objects to these claims. The Plan Administrator has determined that the 

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

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entity may be liable for the underlying claims, do not accurately reflect amounts owed by the 

Debtors, and do not accurately reflect the correct priority status for such Proofs of Claim according 

to a review of the Debtors’ Books and Records. Instead, the Plan Administrator believes that the 

Debtor entities against which the Proofs of Claim are 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 3 annexed to Exhibit A. The Plan 

Administrator also believes 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 

amounts are incorrect and/or a portion of such claims have been satisfied in the ordinary course of 

business. The Plan Administrator further believes 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. 

19. The Plan Administrator asserts 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 Claims could result in the claimants receiving recovery that is not warranted. 

Accordingly, the Plan Administrator requests that the Court enter the Order, modifying the 

Incorrect Debtor, Amount, and Priority Claims identified on Schedule 3 to Exhibit A. 

D. Incorrect Debtor and Amount Claim 

20. The Plan Administrator has identified one (1) Incorrect Debtor and Amount Claim 

listed on Schedule 4 annexed to Exhibit A, in the aggregate claimed amount of $450,601.75. The 

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Plan Administrator objects to this claim. The Plan Administrator has determined that the Incorrect 

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

for the underlying claim, and does not accurately reflect the correct amount owed according to a 

review of the Debtors’ Books and Records. Instead, the Plan Administrator believes 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 identified in the column titled 

“Modified Claims” in the table provided in Schedule 4 to Exhibit A. The Plan Administrator 

further believes that the amount of such claim should be modified from the amount identified in 

the column titled “Asserted Claims” to the amount identified in the column titled “Modified 

Claims” in the table provided in Schedule 4 to Exhibit A because the asserted amount is incorrect 

according to the Debtors’ Books and Records. 

21. The Plan Administrator asserts that the Debtor entities and amountreflected 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 such Incorrect Debtor and Amount Claim 

could result in the relevant claimant receiving recovery that is not warranted. Accordingly, the 

Plan Administrator requests that the Court enter the Order, modifying the Incorrect Debtor and 

Amount Claim identified on Schedule 4 to Exhibit A. 

E. Incorrect Amount and Priority Claims 

22. The Plan Administrator has identified two (2) Incorrect Amount and Priority 

Claims listed on Schedule 5 annexed to Exhibit A, in the aggregate claimed amount of 

$4,848,020.28. The Plan Administrator objects to these Claims. The Plan Administrator has 

determined that each of the Incorrect Amount and Priority Claims, as filed, do not accurately 

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

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by the Debtors according to a review of the Debtors’ Books and Records. Instead, the Plan 

Administrator believes 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 5 to Exhibit A. The Plan Administrator 

further believes 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 5 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. 

23. The Plan Administrator asserts 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 recovery that is not warranted. 

Accordingly, the Plan Administrator requests that the Court enter the Order, modifying the 

Incorrect Amount and Priority Claims identified on Schedule 5 to Exhibit A. 

F. Substantive Duplicate Claim 

24. The Plan Administrator has identified one (1) Substantive Duplicate Claim listed 

on Schedule 6 annexed to Exhibit A, in the aggregate claimed amount of $126,699.60. The Plan 

Administrator objects to this claim. The Plan Administrator has determined that the Substantive 

Duplicate Claim identified on Schedule 6 to Exhibit A in the column titled “Claims to be 

Disallowed” duplicate amounts requested in the filed Proofs of Claim identified in the column 

titled “Remaining Claims” on Schedule 6 to Exhibit A. Failure to disallow and expunge the 

Substantive Duplicate Claim listed in the “Claims to be Disallowed” column could result in the 

relevant claimant receiving multiple recoveries against the Debtors’ estates, to the detriment of 

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other similarly situated creditors. Moreover, elimination of the Substantive Duplicate Claim will 

enable the Plan Administrator to maintain a more accurate claims register. Accordingly, the Plan 

Administrator requests that the Court enter the Order, disallowing and expunging the Substantive 

Duplicate Claim listed in the “Claims to be Disallowed” column on Schedule 6 to Exhibit A. This 

Objection does not affect the Proofs of Claim labeled as “Remaining Claims” identified on 

Schedule 6 to Exhibit A. The Plan Administrator does, however, maintain the right to object to 

any the Proof of Claim identified as a “Remaining Claim” on Schedule 6 to Exhibit A on any 

applicable grounds. 

Separate Contested Matters 

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

this Objection and the Plan Administrator is unable to resolve the response, the objection by the 

Plan Administrator 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 

26. 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 Plan Administrator’s 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; (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, 

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

27. The Plan Administrator hereby reserves its right to amend, modify, and supplement 

this Objection, including to object to any of the Disputed Claims listed on Schedules 1–6 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 Plan Administrator’s 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. 

Statement of Compliance with Local Bankruptcy Rule 3007-1 

28. Counsel to the Plan Administrator 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 Plan Administrator believes such deviations 

are not material and respectfully request that any such requirement be waived. 

Notice 

29. The Plan Administrator will provide notice of this Objection via first class mail, 

facsimile or email (where available) upon the parties identified in paragraph 141 of the 

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Confirmation Order and in accordance with the Objection Procedures. The Plan Administrator 

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

WHEREFORE, the Plan Administrator respectfully requests that the Court enter the Order

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

circumstances.

Dated: June 28, 2021

/s/ Cullen D. Speckhart

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 

Counsel to the Plan Administrator

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Exhibit A 

Proposed Order

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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

Counsel to the Plan Administrator

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)

)

Reorganized Debtors. ) (Jointly Administered)

)

ORDER SUSTAINING THE PLAN ADMINISTRATOR’S TWENTY-SEVENTH 

OMNIBUS OBJECTION TO CLAIMS 

(NO LIABILITY CLAIMS, LATE-FILED CLAIMS 

INCORRECT DEBTOR, AMOUNT, AND PRIORITY 

CLAIMS, AND SUBSTANTIVE DUPLICATE CLAIMS) 

Upon the objection (the “Objection”)2 of Jackson Square Advisors LLC, in its capacity as 

the Plan Administrator of the above-captioned reorganized debtors and debtors-in-possession 

(collectively, the “Debtors”), for entry of an order (this “Order”), disallowing and expunging the 

portion of each Proof of Claim set forth on Schedules 1–6 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 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 

1

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

the Reorganized Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of 

Debtor Mahwah Bergen Retail Group, Inc.’s principal place of business and the Reorganized 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 [Docket 

No. ____]. 

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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 Plan Administrator’s 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 this Court having 

determined that the legal and factual bases set forth in the Objection 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 No Liability Claims set forth on the attached Schedule 1 are hereby disallowed 

and expunged in their entirety. 

3. The Late-Filed Claim set forth on the attached Schedule 2 is hereby disallowed and 

expunged in its entirety. 

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

Schedule 3 is hereby modified as to the Debtor entity, amount, and priority status as identified in 

the column titled “Modified Claims” in Schedule 3 to this Order. All parties’ rights are reserved 

with respect to the Modified Claims, including the GUC Trust’s right to object to the unsecured 

amounts identified on Schedule 3. 

5. The Incorrect Debtor and Amount Claim set forth on the attached Schedule 4 is 

hereby modified as to the Debtor entities and claim amount as identified in the column titled 

“Modified Claims” in Schedule 4 to this Order. All parties’ rights are reserved with respect to the 

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252490514 v1 

3 

Modified Claims, including the GUC Trust’s right to object to the unsecured amounts identified 

on Schedule 4. 

6. The Incorrect Amount and Priority Claims set forth on the attached Schedule 5 are 

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

Claims” in Schedule 5 to this Order. All parties’ rights are reserved with respect to the Modified 

Claims, including the GUC Trust’s right to object to the unsecured amounts identified on Schedule 

5. 

7. The Substantive Duplicate Claim identified in the column titled “Claims to be 

Disallowed” on the attached Schedule 6 is hereby disallowed and expunged in its entirety; 

provided that this Order will not affect the Proof of Claim identified on Schedule 6 attached hereto 

in the column titled “Remaining Claims.” 

8. The Plan Administrator’s 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. 

9. Nothing in this Order shall affect the Plan Administrator’s right to object to any of 

the Modified Claims, Remaining Claims, or any other Proofs of Claim at a future date. 

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

accordance with entry of the relief granted in this Order. 

11. 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 

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252490514 v1 

4 

amount of any particular claim against a Debtor entity; (b) a waiver of the Plan Administrator’s 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 Plan Administrator’s or any other party in interest’s rights under the 

Bankruptcy Code or any other applicable law; or (g) a concession by the Plan Administrator or 

any other party in interest that any liens (contractual, common law, statutory, or otherwise) 

satisfied pursuant to this Order are valid and the Plan Administrator 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 Plan Administrator’s 

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

12. The Plan Administrator is authorized to take all actions necessary to effectuate the 

relief granted in this Order in accordance with the Objection. 

13. 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

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252490514 v1 

5 

WE ASK FOR THIS:

/s/ Cullen D. Speckhart 

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

Counsel to the Plan Administrator

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 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 20 of 42
252490514 v1 

Schedule 1 

No Liability Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 21 of 42
NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

1 EL PASO OUTLET SHOPPES CMBS, LLC

C/O BARCLAY DAMON LLP

ATTN: KEVIN M. NEWMAN

BARCLAY DAMON TOWER

125 EAST JEFFERSON STREET

SYRACUSE, NY 13202

1/19/2021 20-33154 (KRH) Lane Bryant, Inc. 5684 $ 227.72*

Reason: All administrative asserted liabilities for post-petition lease charges have been paid through the date of the lease rejection.

2 FARYL ROBIN LLC

200 PARK AVENUE, S. #1117

NEW YORK, NY 10003

1/15/2021 20-33152 (KRH) Lane Bryant Purchasing Corp. 5362 $ 1,085,004.95

Reason: Invoices 13393, 13394, 13395, 13396, 13397, 13398, 13399, 13400, 13401, 13402, 13403, 13404, 13405, 13508, 13509, 13510, 13511, 13512, 13513, 13514 and 13515, asserted in the 

aggregate amount of $872,564.95 have been paid via ACH numbers 5506788, 5506847, 5506885, 5506936 and 5507044 dated 01/27/2021, 02/28/2021, 03/15/2021, 04/05/2021 and 05/10/2021, 

respectively.

The Debtors have no record of invoices 13940, 13941, 13942, 13943, 13944, 13945, 13947, 13948 and 14104, asserted in the aggregate amount of $212,440.

3 HIP SING CHINA INDUSTRIAL LIMITED

ATTN: SHALREN WEI

UNIT B-5, 6/F BLOCK 2, CAMEL PAINT BLDG

62 HOI YUEN ROAD, KWUN TONG

KOWLOON, 

HONG KONG

1/22/2021 20-33169 (KRH) Tween Brands Service Co. 6047 $ 355,092.14

Reason: No liability exists on the Debtors' books and records. The claimant asserts liability related to cancelled purchase orders for which the Debtor is not contractually obligated to pay.

4 KOBIE MARKETING, INC.

ATTN: CHIEF FINANCIAL OFFICER

100 2ND AVENUE SOUTH

SUITE 1000

ST. PETERSBURG, FL 33701

1/19/2021 20-33158 (KRH) Catherines, Inc. 5680 $ 82,284.00

Reason: No liability exists on the Debtor's books and records. Invoice number 2020-12071 was paid, as originally presented, in the amount of $63,686.80, on payment number 6675090 dated 1/16/2021.

5 KOBIE MARKETING, INC.

ATTN: CHIEF FINANCIAL OFFICER

100 2ND AVE SOUT

SUITE 1000

ST. PETERSBURG, FL 33701

4/2/2021 20-33158 (KRH) Catherines, Inc. 6364 $ 178,114.62

Reason: No liability exists on the Debtor's books and records. Invoice number 2020-12071 was paid, as originally presented, in the amount of $63,686.80, on payment number 6675090 dated 1/16/2021. 

 Invoice numbers 2021-01065, 2021-03050, 2021-03051 and 2021-02054, in the aggregate amount of $160,277.42, should be disallowed as the Debtor paid the program sunset fees with invoice number 

2020-12071.

* Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 4

Retail Group, Inc. 20-33113 (KRH)

Twenty-Seventh Omnibus Claims Objection

Schedule 1 - No Liability Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 22 of 42
NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

6 KOBIE MARKETING, INC.

ATTN: CHIEF FINANCIAL OFFICER

100 2ND AVE SOUTH SUITE 1000

ST.PETERSBURG, FL 33701

1/19/2021 20-33170 (KRH) Tween Brands, Inc. 5960 $ 50,964.00

Reason: No liability exists on the Debtor's books and records.

7 KOBIE MARKETING, INC.

ATTN: CHIEF FINANCIAL OFFICER

100 2ND AVE SOUT

SUITE 1000

ST. PETERSBURG, FL 33701

4/2/2021 20-33170 (KRH) Tween Brands, Inc. 6366 $ 127,024.00

Reason: No liability exists on the Debtor's books and records.

8 MERIT TAT INTERNATIONAL LTD.

FLAT G-H, 5/F TUNG KIN FTY BLDG.

200-202 TSAT TSE MUI RD.

2/24/2021 20-33169 (KRH) Tween Brands Service Co. 6230^ $ 255,726.72

Reason: No liability exists on the Debtor's books and records. The claimant asserts liability related to cancelled purchase orders for which the Debtor is not liable. In addition, the Master Services 

Agreement between claimant and Debtor was rejected pursuant to the Plan.

^Claim also filed on the Schedule 2 to the Twenty-Seventh Omnibus Claims Objection for Late-Filed Claims.

9 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33113 (KRH) Ascena Retail Group, Inc. 5834 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

10 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33113 (KRH) Ascena Retail Group, Inc. 6329 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

11 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE

SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33122 (KRH) Ann, Inc. 5813 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

* Indicates claim contains unliquidated and/or undetermined amounts Page 2 of 4

Retail Group, Inc. 20-33113 (KRH)

Twenty-Seventh Omnibus Claims Objection

Schedule 1 - No Liability Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 23 of 42
NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

12 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33122 (KRH) Ann, Inc. 6325 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

13 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33132 (KRH) AnnTaylor Retail, Inc. 5841 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

14 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33132 (KRH) AnnTaylor Retail, Inc. 6332 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

15 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33154 (KRH) Lane Bryant, Inc. 5842 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

16 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33154 (KRH) Lane Bryant, Inc. 6330 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

17 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33158 (KRH) Catherines, Inc. 5854 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

18 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33158 (KRH) Catherines, Inc. 6331 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

* Indicates claim contains unliquidated and/or undetermined amounts Page 3 of 4

Retail Group, Inc. 20-33113 (KRH)

Twenty-Seventh Omnibus Claims Objection

Schedule 1 - No Liability Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 24 of 42
NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

19 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

1/19/2021 20-33170 (KRH) Tween Brands, Inc. 5853 $ 232,747.56

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

20 RETAILMENOT, INC.

ATTN: SARAH CRISPI

301 CONGRESS AVENUE, SUITE 700

AUSTIN, TX 78701

3/25/2021 20-33170 (KRH) Tween Brands, Inc. 6324 $ 137,529.46

Reason: No liability exists on the Debtors' books and records. The claimant's invoices are paid through a third party, which has been paid in full through the Effective Date of the Plan.

21 TAKBO LIMITED

EGL TOWER 83 HUNG TO ROAD

ROOM A 22 FLOOR

KWUN TONG KOWLOON, 

HONG KONG

1/19/2021 20-33169 (KRH) Tween Brands Service Co. 5783 $ 269,863.16

Reason: No liability exists on the Debtor's books and records. The claimant asserts liability related to cancelled purchase orders for which the Debtor is not liable. In addition, the Master Services 

Agreement between claimant and Debtor was rejected pursuant to the Plan.

TOTAL $ 4,625,963.43*

* Indicates claim contains unliquidated and/or undetermined amounts Page 4 of 4

Retail Group, Inc. 20-33113 (KRH)

Twenty-Seventh Omnibus Claims Objection

Schedule 1 - No Liability Claims

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Document Page 25 of 42
252490514 v1 

Schedule 2 

Late-Filed Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 26 of 42
NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

1 MERIT TAT INTERNATIONAL LTD.

FLAT G-H, 5/F TUNG KIN FTY BLDG.

200-202 TSAT TSE MUI RD.

2/24/2021 20-33169 (KRH) Tween Brands Service Co. 6230^ $ 255,726.72

Reason: Claim filed after the Administrative Claims Bar Date of January 19, 2021.

^Claim also filed on the Schedule 1 to the Twenty-Seventh Omnibus Claims Objection for No Liability Claims.

TOTAL $ 255,726.72

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH)

Twenty-Seventh Omnibus Claims Objection

Schedule 2 - Late-Filed Claim

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Document Page 27 of 42
252490514 v1 

Schedule 3 

Incorrect Debtor, Amount, and Priority Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 28 of 42
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 AGAPE MECHANICAL HVAC, LLC

21486 HUMBOLDT COURT

LAKEVILLE, MN 55044

5410 Ascena Retail Group, Inc. Administrative $61,428.81 Ascena Retail Group, Inc. Administrative $0.00

AnnTaylor Retail, Inc. Unsecured $15,443.62

Catherines #5124, Inc. Unsecured $537.67

Catherines #5147, Inc. Unsecured $2,750.32

Catherines, Inc. Unsecured $3,741.45

Lane Bryant #6243, Inc. Unsecured $1,963.51

Lane Bryant, Inc. Unsecured $16,434.11

Tween Brands, Inc. Unsecured $15,245.82

Subtotal $56,116.50

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

Invoices 81947, 82550, 81652, 82045, 82100, 83316, 83161 and 83159 in the total asserted amount of $5,312.31 were not reflected in the Debtor's books and records.

The liability asserted in the Proof of Claim represents pre-petition liability which should be reclassified to general unsecured.

2 SPLASH NEW YORK, INC.

ATTN: DOMENICK PROPATI

4 BRYANT PARK, STE 503

NEW YORK, NY 10018

160 Ascena Retail Group, Inc. 503(b)(9) $51,342.00

Ascena Retail Group, Inc. Unsecured $259,836.74

Subtotal $311,178.74

Lane Bryant, Inc. 503(b)(9) $0.00

Catherines Stores Corporation Unsecured $42,825.00

Catherines, Inc. Unsecured $7,200.00

Lane Bryant, Inc. Unsecured $221,710.89

Subtotal $271,735.89

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

Post-petition invoice number 00402NYC and 00403NYC asserted as 503(b)(9) in the aggregate amount of $39,442.85 were paid via ACH with payment number 7794949 dated on 9/4/2020. 

The remaining asserted 503(b)(9) amount of $11,899.15 represents digital marketing images and does not qualify as “goods” under section 503(b)(9) of the Bankruptcy Code.

TOTAL $ 372,607.55 TOTAL $ 327,852.39

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH) 

Twenty-Seventh Omnibus Claims Objection

Schedule 3 - Incorrect Debtor, Amount, and Priority Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 29 of 42
252490514 v1 

Schedule 4 

Incorrect Debtor and Amount Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 30 of 42
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 DATA PRINT TECHNOLOGIES INC.

42 N PINE CIRCLE

BELLEAIR, FL 33756

1987 Ascena Retail Group, Inc. 503(b)(9) $117,314.85

Ascena Retail Group, Inc. Unsecured $333,286.90

Subtotal $450,601.75

AnnTaylor Retail, Inc. 503(b)(9) $30,628.30

Ascena Retail Group, Inc. 503(b)(9) $889.65

Lane Bryant Purchasing Corp. 503(b)(9) $54,658.10

Tween Brands, Inc. 503(b)(9) $27,944.90

AnnTaylor, Inc. Unsecured $152,619.50

Ascena Retail Group, Inc. Unsecured $132,556.40

Lane Bryant, Inc. Unsecured $44.95

Subtotal $399,341.80

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

Invoice numbers 46167, 45929, 45930, 46050, 46051, 46052, 46054, 46055, 46056, 46057 and 46167, in the aggregate amount of $51,259.95, do not exist in the Debtors' books and records.

TOTAL $ 450,601.75 TOTAL $ 399,341.80

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH) 

Twenty-Seventh Omnibus Claims Objection

Schedule 4 - Incorrect Debtor and Amount Claim

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Document Page 31 of 42
252490514 v1 

Schedule 5 

Incorrect Amount and Priority Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 32 of 42
ASSERTED CLAIMS MODIFIED CLAIMS

NAME CLAIM# DEBTOR PRIORITY 

STATUS

AMOUNT DEBTOR PRIORITY 

STATUS

AMOUNT

1 ORIENT CRAFT LTD.

C/O MCGRATH NORTH MULLIN & 

KRATZ, PC LLO

ATTN: MICHAEL EVERSDEN

1601 DODGE STREET, SUITE 3700

OMAHA, NE 68102

4718 AnnTaylor, Inc. 503(b)(9) $159,572.53

AnnTaylor, Inc. Unsecured $2,785,460.97

Subtotal $2,945,033.50

AnnTaylor, Inc. 503(b)(9) $78,178.13

AnnTaylor, Inc. Unsecured $2,804,800.79

Subtotal $2,882,978.92

Reason: Post-petition invoice numbers 126OKW, 127OKW, 530OCK, 531OCK, 532OCK, 423OCK, 424OCK, 425OCK, 534OCK, 536OCK, 398OCK, 535OCK, 537OCK, and 538OCK, asserted as 

503(b)(9) in the aggregate amount of $31,785.56, were paid on wire number 200003015 dated 10/3/2020.

Invoice numbers 2530OCGANN1920, 2730OCGANN1920, and 2731OCGANN1920, asserted as 503(b)(9) in the aggregate amount of $49,608.84, were delivered prior to the 503(b)(9) period and exist 

in the Debtor's books and records in the aggregate amount of $39,218.91.

Invoice numbers 546OCGACN1920, 2551OCGACN1920, 2565OCGACN1920, 2646OCGACN1920, 3112OCKACN1920, 05OCKACN2021, 2651OCGACN1920, 3175OCKACN2021, 

3185OCKACN2021, 3196OCKACN2021, 3191OCKACN1920, and 3180OCKACN1920, asserted as general unsecured in the aggregate amount of $19,879.09, are the liability of the non-debtor Ann 

Canada, Inc.

2 SNOGEN GREEN CO., LTD.

LIMNEXUS LLP

ATTN: JED DONALDSON, ESQ.

707 WILSHIRE BOULEVARD, SUITE 

4600

LOS ANGELES, CA 90017

1370 Tween Brands Service Co. 503(b)(9) $10,204.36

Tween Brands Service Co. Unsecured $1,892,782.42

Subtotal $1,902,986.78

Tween Brands Service Co. 503(b)(9) $4,848.80

Tween Brands Service Co. Unsecured $965,241.89

Subtotal $970,090.69

Reason: Invoice numbers 163959 and 163961, asserted as 503(b)(9) and in the aggregate amount of $4,392.36, represent goods received prior to the 503(b)(9) period.

Post-petition invoice number 164432, asserted as 503(b)(9) and in the amount of $963.20, was paid on wire number 4976 date 9/17/2020.

No liability exists on the Debtor's books and records on account of various canceled purchase orders totaling $358,805.32.

The Debtors' paid the claimant $514,774.16 (on or about 11/4/2020) and $58,353.41 (first week of January 2021) on account of a Trade Agreement executed by Debtor and Claimant.

TOTAL $ 4,848,020.28 TOTAL $ 3,853,069.61

Page 1 of 1

Retail Group, Inc. 20-33113 (KRH) 

Twenty-Seventh Omnibus Claims Objection

Schedule 5 - Incorrect Amount and Priority Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 33 of 42
252490514 v1 

Schedule 6 

Substantive Duplicate Claims

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 34 of 42
NAME

DATE 

FILED

CASE NUMBER / 

DEBTOR CLAIM # CLAIM AMOUNT NAME

DATE 

FILED

CASE NUMBER / 

DEBTOR CLAIM #

TAKBO LIMITED (FOB)

ROOM A 22/F EGL TOWER 

83 HUNG TO ROAD KWUN 

TONG

KOWLOON, 

HONG KONG

TAKBO LIMITED

ROOM B 35 FLOOR, EGL 

TOWER,

83 HUNG TO ROAD, KWUN 

TONG

KOWLOON, 

HONG KONG

Total Total

Reason: Claimant asserts administrative classification for prepetition liability which duplicates the general unsecured liability asserted in the Remaining Claim.

$ 126,699.60 $ 126,699.60

Retail Group, Inc. 20-33113 (KRH) 

Twenty-Seventh Omnibus Claims Objection

Schedule 6 - Substantive Duplicate Claim

CLAIMS TO BE DISALLOWED REMAINING CLAIMS

CLAIM AMOUNT

1 01/19/21 Tween Brands Service Co.

20-33169 (KRH)

5549 $ 126,699.60 08/18/20 Tween Brands Service Co.

20-33169 (KRH)

778 $ 126,699.60

 Page 1 of 1

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 35 of 42
252490514 v1 

Exhibit B 

Esposito Declaration

Case 20-33113-KRH Doc 2257 Filed 06/28/21 Entered 06/28/21 19:35:47 Desc Main

Document Page 36 of 42
252490514 v1 

1 

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

Counsel to the Plan Administrator

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)

)

Reorganized Debtors. ) (Jointly Administered)

)

DECLARATION OF ROB ESPOSITO 

IN SUPPORT OF THE PLAN ADMINISTRATOR’S 

TWENTY-SEVENTH OMNIBUS OBJECTION TO CLAIMS 

(NO LIABILITY CLAIMS, LATE-FILED CLAIMS, 

INCORRECT DEBTOR, AMOUNT, AND PRIORITY 

CLAIMS, AND SUBSTANTIVE DUPLICATE 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 

services firm with numerous offices throughout the country and restructuring advisor to Jackson 

Square Advisors LLC, solely in its capacity as the Plan Administrator of the above-captioned 

reorganized debtors and debtors-in-possession (collectively, the “Debtors”). I submit this 

1

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

the Reorganized Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of 

Debtor Mahwah Bergen Retail Group, Inc.’s principal place of business and the Reorganized Debtors’ service 

address in these chapter 11 cases is 933 MacArthur Boulevard, Mahwah, New Jersey 07430. 

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declaration (the “Declaration”) in support of the relief requested in The Plan Administrator’s

Twenty-Seventh Omnibus Objection to Claims (No Liability Claims, Late-Filed Claims, Incorrect 

Debtor, Amount, and Priority Claims, and Substantive Duplicate Claims) (the “Objection”).2 

2. In my current position with A&M as an advisor to the Plan Administrator, 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’ and Plan Administrator’s 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 Plan Administrator. 

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

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

4. The Plan Administrator has identified 21 No Liability Claims listed on Schedule 1

annexed to Exhibit A, in the aggregate claimed amount of $4,625,963.43. To the best of my 

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

inquiry, the No Liability Claims do not accurately reflect amounts owed by the Debtors according 

to their Books and Records. Among other reasons, the liabilities asserted in the No Liability 

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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Claims have been satisfied in the ordinary course of the Debtors’ business. Failure to disallow and 

expunge the No Liability Claims could result in the applicable claimants receiving undue 

recoveries against the Debtors’ estates, to the detriment of other similarly situated creditors. 

Moreover, elimination of the No Liability Claims will enable the Plan Administrator to maintain 

a more accurate claims register. As such, I believe that disallowance and expungement of the No 

Liability Claims on the terms set forth in the Objection and Schedule 1 annexed to Exhibit A is 

appropriate. 

5. The Plan Administrator has identified one (1) Late-Filed Claim listed on Schedule 

2 annexed to Exhibit A, in the aggregate claimed amount of $255,726.72. To the best of my 

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

inquiry, each of the Late-Filed Claim was filed on account of a purported claim arising between 

the Petition Date and the Administrative Claims Record Date but was not timely received by the 

Claims Agent by the Administrative Claims Bar Date. Consequently, the Late-Filed Claim fails 

to satisfy the requirements for an administrative proof of claim under the Administrative Bar Date 

Order. As such, I believe that disallowance and expungement of the Late-Filed Claim on the terms 

set forth in the Objection and Schedule 2 annexed to Exhibit A is appropriate. 

6. The Plan Administrator has identified two (2) Incorrect Debtor, Amount, and 

Priority Claims listed on Schedule 3 annexed to Exhibit A, in the aggregate claimed amount of 

$372,607.55. 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 Claims, as 

filed, do not accurately reflect which Debtor entity may be liable for the underlying claims, do not 

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

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

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

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

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

Claims” column of Schedule 3 to Exhibit A. Failure to modify the Incorrect Debtor, Amount, 

and Priority Claims could result in the relevant claimants receiving recovery that is not warranted. 

As such, I believe that the modification of the Incorrect Debtor, Amount, and Priority Claims on 

the terms set forth in the Objection and Schedule 3 annexed to Exhibit A is appropriate. 

7. The Plan Administrator has identified one (1) Incorrect Debtor and Amount Claim 

listed on Schedule 4 annexed to Exhibit A, in the aggregate claimed amount of $450,601.75. To 

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

after reasonable inquiry, the Incorrect Debtor and Amount Claim, as filed, does not accurately 

reflect which Debtor entities may be liable for the underlying claim, and does not accurately reflect 

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

the Incorrect Debtor and Amount Claim in good faith, utilizing due diligence by appropriate 

personnel, I believe that the Incorrect Debtor and Amount Claim should be modified to reflect the 

Debtor entity and amount identified in the “Modified Claims” column of Schedule 4 to Exhibit 

A. Failure to modify the Incorrect Debtor and Amount Claim could result in the relevant claimant 

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

Debtor and Amount Claim on the terms set forth in the Objection and Schedule 4 annexed to 

Exhibit A is appropriate. 

8. The Plan Administrator has identified two (2) Incorrect Amount and Priority 

Claims listed on Schedule 5 annexed to Exhibit A, in the aggregate claimed amount of 

$4,848,020.28. To the best of my knowledge, information, and belief, and insofar as I have been 

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

result in the relevant claimants receiving recovery that 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 and Schedule 5 annexed to Exhibit A is appropriate. 

9. The Plan Administrator has identified one (1) Substantive Duplicate Claim listed 

on Schedule 6 annexed to Exhibit A, in the aggregate claimed amount of $126,699.60. To the 

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

reasonable inquiry, the Substantive Duplicate Claim identified in the column titled “Claims to be 

Disallowed” duplicate amounts requested in the filed Proof of Claim identified in the column titled 

“Remaining Claims” on Schedule 6 to Exhibit A. Failure to disallow and expunge the Substantive 

Duplicate Claim listed in the “Claims to be Disallowed” column could result in the applicable 

claimant receiving multiple recoveries against the Debtors’ estates, to the detriment of other 

similarly situated creditors. Moreover, elimination of the Substantive Duplicate Claim will enable 

the Plan Administrator to maintain a more accurate claims register. As such, I believe that 

disallowance and expungement of the Substantive Duplicate Claim on the terms set forth in the 

Objection and Schedule 6 annexed to Exhibit A is appropriate. 

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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: June 28, 2021 /s/ Rob Esposito

Rob Esposito

 Senior Director 

Alvarez & Marsal North America, LLC

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