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Margeaux S. Serrano (VA 87449)

DORSEY & WHITNEY LLP

Columbia Center

701 Fifth Avenue, Suite 6100

Seattle, WA 98104

Tel: 206-903-8800

serrano.margeaux@dorsey.com

Samuel Kohn (pro hac vice pending)

Alessandra Glorioso (pro hac vice pending)

DORSEY & WHITNEY LLP

51 West 52nd Street

New York, NY 10019

Tel: 212-415-9200

kohn.sam@dorsey.com

glorioso.alessandra@dorsey.com

Attorneys for Justice Brand Holdings LLC

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re:

RETAIL GROUP, INC., et al.,

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Debtors.

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CASE NO. 20-33113 (KRH)

CHAPTER 11

JOINTLY ADMINISTERED

LIMITED OBJECTION AND RESERVATION OF RIGHTS OF

JUSTICE BRAND HOLDINGS LLC TO PLAN CONFIRMATION 

Justice Brand Holdings LLC (“Justice Brand Holdings”), by and through its counsel 

Dorsey & Whitney LLP, submits this limited objection and reservation of rights (the “Limited 

Objection”) with respect to confirmation of the Third Amended Joint Chapter 11 Plan of 

Reorganization of Ascena Retail Group, Inc. and Its Debtor Affiliates (the “Third Amended

Plan”)2 [Docket No. 1403], and respectfully sets forth and represents 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 Retail Group, 

Inc.’s (f/k/a Ascena Retail Group, Inc.) principal place of business and the Debtors’ service address in these Chapter 

11 cases is: 933 MacArthur Boulevard, Mahwah, New Jersey 07430.

2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Third Amended 

Plan, Sale Order, and Justice APA, as applicable.

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Background

1. On July 23, 2020 (the “Petition Date”), the Debtors filed voluntary petitions for 

relief under chapter 11 of the Bankruptcy Code. 

2. On October 20, 2020, the Debtors filed a motion [Docket No. 965] which sought, 

among other things, entry of an order: 

a. authorizing and approving bidding procedures in connection with the sale 

of the right, title, and interest of the Debtors in and to certain Tween Brands, 

Inc. assets, including: (i) certain executory contracts and leases, if 

assignable under applicable law; (ii) intellectual property and rights (the 

“Justice Brand”) to collect royalties and proceeds in connection therewith; 

(iii) certain inventory; and (iv) customer data (collectively, the “Justice 

Assets”);

b. Approving the terms of the purchase agreement, dated October 20, 2020,

entered into by and among certain Debtors and Justice Brand Holdings with 

respect to the Justice Assets (as amended, the “Justice APA”); and

c. Approving procedures for the assumption or assumption and assignment of 

certain executory contracts and unexpired leases in connection with the sale, 

and approving the form and manner of notice thereof.

3. On October 21, 2020, the Court entered the Order Approving the Stalking Horse 

Protections, (II) Approving Bidding Procedures for the Sale of the Justice Assets, and (III) 

Approving Assumption and Assignment Procedures [Docket No. 986]. 

4. On November 10, 2020, the Debtors reported that an auction was conducted on 

November 9, 2020 in compliance with the Bidding Procedures Order and determined that Justice 

Brand Holdings submitted the highest and best bid for the Justice Assets and was deemed the 

successful bidder [Docket No. 1105].

5. On November 12, 2020, the Court conducted a hearing to consider the approval of 

the sale of the Justice Assets to Justice Brand Holdings in the amount of seventy-one million

dollars ($71,000,000) (the “Purchase Price”), as set forth in Article II, Section 2.1 of the Justice 

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APA.

6. On November 12, 2020, the Court entered the Order (I) Approving the Sale of the 

Justice Assets Free and Clear of All Liens, Claims and Encumbrances, (II) Authorizing the 

Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) 

Granting Related Relief (the “Sale Order”) [Docket No. 1118]. The Justice APA is attached to the 

Sale Order as Exhibit “A.”

7. Pursuant to the Sale Order and as stated in the Debtors’ Report for the Sale of the 

Justice Assets Pursuant to Local Bankruptcy Rule 6004-2, dated December 11, 2020, [Docket No. 

1306], all of the conditions to the obligations of Debtors and Justice Brand Holdings to 

consummate the sale of the Justice Assets were satisfied and the closing was deemed to occur and 

be effective as of November 23, 2020.

3

 

8. On December 8, 2020, the Court entered the Order (I) Approving the Assumption 

and Assignment of Certain Non-Real Property Contracts and Real Property Leases, (II) Approving 

the Sale Of Premium and Lane Bryant and Certain Other Assets Free and Clear of All Liens,

Claims, Encumbrances, and Interests, (III) Authorizing the Assumption and Assignment of Certain 

Executory Contracts and Unexpired Leases, (IV) Establishing Rejection Procedures, and (V) 

Granting Related Relief [Docket No. 1295] (the “Lane Bryant Sale Order”). Pursuant to Paragraph 

51 of the Lane Bryant Sale Order, a reserve amount for payment of, among other things, “all 

administrative, priority, and other claims” is capped at $242.2 million (the “Reserve Amount”). 

9. On December 30, 2020, the Debtors filed the Third Amended Plan and a notice of 

hearing date to confirm the Third Amended Plan of February 25, 2021, with an objection deadline 

 3 On November 10, 2020, Justice Brand Holdings and the Debtors entered into Amendment No. 1 to the Justice 

APA amending certain provisions based on transactions and certain closing adjustments.

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of February 4, 2021. Pursuant to Article II, Section A of the Third Amended Plan, allowed claims 

for administrative expenses will be paid in full in cash as of the Effective Date or as reasonably 

practicable thereafter. 

10. On January 19, 2021, Justice Brand Holdings filed claims for administrative 

expenses against the Debtors: Retail Group, Inc. [Claim 5551]; Tween Brands, Inc. [Claim 5514];

Tween Brands Service Co. [Claim 5582]; and Tween Brands Investment, LLC [Claim 5583] (the 

“Justice Brand Holdings Claims”). The Justice Brand Holdings Claims relate to the releases of the 

Justice Brand to third parties that violate the terms of the Justice APA and the Sale Order (the 

“Prohibited Third-Party Releases”). These Prohibited Third-Party Releases may substantially 

diminish and dilute the value of the Justice Assets.

Limited Objection and Reservation of Rights

11. Justice Brand Holdings is in the process of investigating and evaluating the scope 

of the damages resulting from the Prohibited Third-Party Releases. Such damages of the Justice 

Brand Holdings Claims could amount to a substantial portion of the Purchase Price, in addition to 

the fees and costs incurred as a result of the Prohibited Third-Party Releases. 

12. Notwithstanding that Justice Brand Holdings has yet to fully liquidate the Justice 

Brand Holdings Claims, Justice Brand Holdings objects to the Third Amended Plan to the extent 

the Debtors’ Reserve Amount is insufficient to pay the Justice Brand Holdings Claims and other 

administrative claims in full as specified in the Third Amended Plan. Justice Brand Holdings

reserves its rights to payment of the Justice Brand Holdings Claim in full as an administrative 

expense under the Third Amended Plan and in accordance with section 1129(a)(9)(A) of the 

Bankruptcy Code. As such, Justice Brand Holdings respectfully requests that the Court direct the

Debtors to demonstrate that they are able to pay all administrative expense claims, including the 

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Justice Brand Holdings Claims, in full, and all other creditors’ claims as set forth in the Third 

Amended Plan. 

13. Nothing contained herein shall be construed as a limitation or waiver of Justice 

Brand Holdings’ right to demand payment of any additional amounts that have come due or will 

come due with respect to the Justice Brand Holdings Claims. 

WHEREFORE, Justice Brand Holdings reserves its rights with respect to full recovery of 

the Justice Brand Holdings Claims and respectfully requests that the Court direct the Debtors to 

demonstrate that they are able to pay all administrative expense claims in full, and all other 

creditors’ claims as set forth in the Third Amended Plan, and grant such other, further, and different 

relief as the Court deems just and proper.

Dated: February 4, 2021 Respectfully Submitted,

DORSEY & WHITNEY LLP,

By: /s/ Margeaux S. Serrano

Margeaux S. Serrano (VA 87449)

Columbia Center

701 Fifth Avenue, Suite 6100

Seattle, WA 98104

Tel: 206-903-8800

Email: serrano.margeaux@dorsey.com

Samuel S. Kohn (pro hac vice pending)

Alessandra Glorioso (pro hac vice pending)

51 West 52nd Street

New York, NY 10019

Tel: 212-415-9200

Email: kohn.sam@dorsey.com

Email: glorioso.alessandra@dorsey.com 

Attorneys for Justice Brand Holdings LLC

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CERTIFICATE OF SERVICE

I certify that on February 4, 2021, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Eastern 

District of Virginia (Richmond Division), with notice automatically provided to all those entitled 

to receive the same, and by same-day/overnight mail to the following parties: 

Edward O. Sassower, P.C.

Steven N. Serajeddini, P.C.

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022

edward.sassower@kirkland.com 

steven.serajeddini@kirkland.com

John R. Luze

KIRKLAND & ELLIS LLP

300 North LaSalle

Chicago, Illinois 60654

john.luze@kirkland.com

Cullen D. Speckhart

Olya Antle

COOLEY LLP

1299 Pennsylvania Avenue, NW Suite 700

Washington, DC 20004-2400

cspeckhart@cooley.com 

oantle@cooley.com

Kathryn Montgomery

Office of the United States Trustee for the 

Eastern District of Virginia

701 East Broad Street, Suite 4000

Richmond, VA 23219

USTPREGION04.RH.ECF@USDOJ.GOV

Matthew F. Furlong

Julia Frost-Davies

Christopher L. Carter

MORGAN LEWIS & BOCKIUS LLP

One Federal Street

Boston, Massachusetts 02110

matthew.furlong@morganlewis.com

julia.frost-davies@morganlewis.com

christopher.carter@morganlewis.com

Tyler P. Brown

HUNTON ANDREWS KURTH LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

tpbrown@huntonak.com

Evan R. Fleck

MILBANK LLP

55 Hudson Yards

New York, New York 10001

efleck@milbank.com

Robert Feinstein

Bradford Sandler

Shirley Cho

PACHULSKI STANG ZIEHL & JONES 

LLP

780 Third Avenue, 34th Floor

New York, New York 10017

rfeinstein@pszjlaw.com

bsandler@pszjlaw.com

scho@pszjlaw.com

/s/ Margeaux S. Serrano

Margeaux S. Serrano

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