WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP · PDF file [Docket No. 6], which I...

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Transcript of WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP · PDF file [Docket No. 6], which I...

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    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

    Proposed Attorneys for Debtors and Debtors in Possession

    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

    SUPPLEMENTAL DECLARATION OF MICHAEL J. NICHOLSON

    IN FURTHER SUPPORT OF EMPLOYEE BENEFITS MOTION

    I, Michael J. Nicholson, hereby declare that the following is true to the best of my knowledge,

    information, and belief:

    1. I am President and Chief Operating Officer of Chinos Holdings, Inc. and

    its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases

    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 318 Filed 05/25/20 Entered 05/25/20 12:02:24 Desc Main Document Page 1 of 22

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    (collectively, the “Debtors”). I am knowledgeable and familiar with the business and financial

    affairs of the Debtors.

    2. On May 4, 2020 (the “Petition Date”), the Debtors commenced with this

    Court voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy

    Code”). On the Petition Date, the Debtors filed the Motion of Debtors for Entry of Interim and

    Final Orders (I) Authorizing Debtors to (A) Pay Prepetition Wages, Salaries, Reimbursable

    Expenses, and Other Obligations on Account of Compensation and Benefits Programs and (B)

    Continue Compensation and Benefits Programs, and (II) Granting Related Relief [Docket No.

    22] (the “Employee Benefits Motion”).2 I previously submitted a declaration in support of the

    Debtors’ chapter 11 petitions and first day relief, including the Employee Benefits Motion

    [Docket No. 6], which I incorporate into this supplemental declaration by reference.

    3. Except as otherwise indicated herein, this supplemental declaration is

    based upon my personal knowledge, my review of relevant documents, information provided to

    me by employees of the Debtors, or my opinion based upon my experience, knowledge, and

    information concerning the Debtors’ operations and the fashion retail industry. If called upon to

    testify, I would testify competently to the facts set forth in this supplemental declaration.

    4. Pursuant to the Employee Benefits Motion, the Debtors request authority,

    but not direction, to, among other things, continue the Non-Insider Severance Program. The

    relief sought in this Motion with respect to the Non-Insider Severance Program does not include

    the payment of any severance obligations that may be due to an Insider, as I understand such

    term to be defined under section 101(31) of the Bankruptcy Code. I submit this declaration in

    2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such

    terms in the Employee Benefits Motion.

    Case 20-32181-KLP Doc 318 Filed 05/25/20 Entered 05/25/20 12:02:24 Desc Main Document Page 2 of 22

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    further support of the relief requested in the Employee Benefits Motion and at the request of the

    United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”) to file a schedule,

    as attached hereto as Exhibit A, reflecting the job titles of Employees eligible to participate in

    the Non-Insider Employee Severance Program.3

    5. I declare under penalty of perjury that, after reasonable inquiry, the

    foregoing is true and correct to the best of my knowledge, information, and belief.

    Dated: May 25, 2020

    /s/ Michael J. Nicholson Michael J. Nicholson President and Chief Operating Officer Chinos Holdings, Inc. and its debtor affiliates

    3 I understand that prior to the filing of this supplemental declaration the Debtors provided the U.S. Trustee and

    counsel for the Creditors’ Committee with a confidential schedule identifying the name, title, and the title of the supervising Employee, of 994 corporate-level Employees eligible to participate in the Non-Insider Severance Program. The inclusion of a job title on the schedule attached hereto as Exhibit A is solely for information purposes and does not alter the terms of the Non-Insider Severance Program, including in connection with the Debtors’ discretion with respect to their obligations under the Non-Insider Severance Program.

    Case 20-32181-KLP Doc 318 Filed 05/25/20 Entered 05/25/20 12:02:24 Desc Main Document Page 3 of 22

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    Exhibit A

    Titles of Employees Eligible to Participate in the Non-Insider Severance Program

    Case 20-32181-KLP Doc 318 Filed 05/25/20 Entered 05/25/20 12:02:24 Desc Main Document Page 4 of 22

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    Titles of Employees Eligible for Non-Insider Severance Program Corporate Distribution Center Field

    Account Manager Associate Manager Associate Manager Accounts Payable Control Clerk Accounts Payable Processor District Manager Accounts Payable Processor Administrative Assistant Factory District Manager Administrative Assistant Analyst - Customs Compliance Market Visual Merch Manager Analyst - Acquisition & Media Planner Associate Manager Regional Director Analyst - Business Systems At-Home Associate - Email/Chat Regional Operations Project Manager Analyst - Content At-Home Associate - International Regional Ops Coordinator Analyst - Data Science At-Home Associate - Sales/Service Regional Vice President Analyst - Desktop Support At-Home Lead Retail District Manager Analyst - Enterprise Systems At-Home Research Analyst RFT Assistant Manager Analyst - Executive Compensation Benefits Coordinator RFT Sales Analyst - FP&A Business Operations Coordinator RFT Sales Support Analyst - Help Desk Clientele Specialist RFT Sales Support Supervisor Analyst - HRIS CMMS Facilities & Maintenance Coordinator RFT SSpt Analyst - Indirect Tax & Compliance Communications Associate RFT Stylist Analyst - Lease Administration Customer Advocate RFT Visual Associate Analyst - Loyalty Customer Experience Coach Store Director Analyst - Network Customer Experience Evaluator VP Regional - Factory East Analyst - POS Application Support Customs Compliance Manager Analyst - POS Help Desk DC Supervisor Analyst - Procurement & Profit Improv. DC Trainer Analyst - Sales Audit DC Trainer - PIE Analyst - Security Desktop Support Analyst Analyst - Site Optimization Developer Analyst Analyst - Software Engineering Ops Director - Global Logistics Analyst - Sourcing Operations Director - Inventory Control Analyst - Treasury Director - Payroll

    Case 20-32181-KLP Doc 318 Filed 05/25/20 Entered 05/25/20 12:02:24 Desc Main Document Page 5 of 22

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    Titles of Employees Eligible for Non-Insider Severance Program Corporate Distribution Center Field

    Art Director Director - SC Analytics & Strategy Assistant - Product Development Director - Supply Chain Applications Assistant Buyer Director - Supply Chain Engineering Assistant Coordinator - Facilities Email Chat Associate Assistant Designer Email Chat Specialist Assistant Merchant Enterprise Selling Assistant Planner Financial Analyst Assistant Production Manager HR Coordinator Assistant Stills Stylist HR Generalist Assistant Stylist International Associate Assistant Technical Colorist International Logistics Manager Assistant Technical Designer Inventory Control Analyst Associate - Architect Inventory Control Coordinator Associate - Art Director Inventory Control Manager Associate - Brand Buyer Inventory Control Project Manager