WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP …€¦ · WEIL:\97439896\7\54457.0007 WEIL,...

$: WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP …€¦ · WEIL:\97439896\7\54457.0007 WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. (admitted pro hac vice)$
WEIL:\97439896\7\54457.0007

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

MOTION OF DEBTORS FOR ENTRY

OF AN ORDER (I) ESTABLISHING A GENERAL BAR DATE TO FILE PROOFS OF CLAIM, (II) ESTABLISHING

A BAR DATE TO FILE PROOFS OF CLAIM BY GOVERNMENTAL UNITS, (III) ESTABLISHING AN AMENDED SCHEDULES BAR DATE,

(IV) ESTABLISHING A REJECTION DAMAGES BAR DATE, (V) APPROVING THE FORM AND MANNER FOR FILING PROOFS OF CLAIM, (VI) APPROVING THE PROPOSED NOTICE OF BAR DATES, AND (VII) GRANTING RELATED RELIEF

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 221 Filed 05/14/20 Entered 05/14/20 22:17:23 Desc MainDocument Page 1 of 41

2 WEIL:\97439896\7\54457.0007

Chinos Holdings, Inc. and its debtor affiliates, as debtors and debtors in possession

in the above-captioned chapter 11 cases (collectively, the “Debtors”), respectfully represent as

follows in support of this motion (the “Motion”):

Relief Requested

1. By this Motion, pursuant to section 502(b)(9) of chapter 11 of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2002 and 3003(c)(3) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3003-1(a) of the Local Rules of the

United States Bankruptcy Court for the Eastern District of Virginia (the “Local Bankruptcy

Rules”), the Debtors request that the Court:

a. establish July 15, 2020 at 5:00 p.m. (Eastern Time) as the deadline for each person or entity (as defined in the Bankruptcy Code), other than governmental units (as defined in section 101(27) of the Bankruptcy Code) (“Governmental Units”), to file a proof of claim (each, a “Proof of Claim”) in respect of a prepetition claim (as defined in section 101(5) of the Bankruptcy Code), including secured claims, unsecured priority claims, unsecured non-priority claims, and claims arising under section 503(b)(9) of the Bankruptcy Code against any of the Debtors (the “General Bar Date”), unless otherwise provided herein;

b. establish November 2, 2020 at 5:00 p.m. (Eastern Time) as the deadline for Governmental Units to file a Proof of Claim in respect of a prepetition claim against any of the Debtors (the “Governmental Bar Date”);

c. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date on which the Debtors provide notice of an amendment or supplement to the Schedules (as defined herein) as the deadline by which claimants holding claims affected by such filing, amendment, or supplement must file Proofs of Claim with respect to such claim (the “Amended Schedules Bar Date”);

d. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date of entry of an order approving rejection of any executory contract or unexpired lease of the Debtors (the “Rejection Order”) as the deadline by which claimants asserting claims resulting from the Debtors’ rejection of an executory contract or unexpired lease must file


3 WEIL:\97439896\7\54457.0007

Proofs of Claim for damages arising from such rejection2 (the “Rejection Damages Bar Date,” and, together with the General Bar Date, the Governmental Bar Date, and the Amended Schedules Bar Date, the “Bar Dates”);

e. approve the Debtors’ proposed manner for filing Proofs of Claim, including the proposed form of Proof of Claim attached as Exhibit 1 to the Proposed Order (as defined below) (the “Proof of Claim Form”);

f. approve the Debtors’ proposed notice of the Bar Dates, including (i) the form of notice, substantially in the form annexed as Exhibit 2 to the Proposed Order (as defined below) (the “Bar Date Notice”), and (ii) the form of publication notice of the Bar Dates (the “Publication Notice”); and

g. grant related relief.

2. A proposed form of order granting the relief requested herein is annexed hereto as

Exhibit A (the “Proposed Order”).

Jurisdiction

3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§ 157(b) and 1334, and the Standing Order of Reference from the United States District Court for

the Eastern District of Virginia, dated July 10, 1984. This proceeding is core pursuant to 28 U.S.C.

§ 157(b) and may be determined by the Court. Venue is proper before this Court pursuant to 28

U.S.C. §§ 1408 and 1409.

Background

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

this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are authorized

to continue operating their businesses and managing their properties as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On May 13, 2020, the United

2 Provided that notwithstanding the foregoing, a party to an executory contract or unexpired lease who asserts a

claim on account of unpaid amounts accrued and outstanding as of the Petition Date pursuant to such executory contract or unexpired lease (other than a rejection damages claim) must file a Proof of Claim for such amounts on or before the applicable Bar Date, unless an exception identified in the Motion or the Order applies.


4 WEIL:\97439896\7\54457.0007

States Trustee for the Eastern District of Virginia appointed an official committee of unsecured

creditors (the “Creditors’ Committee”) in these chapter 11 cases pursuant to section 1102 of the

Bankruptcy Code [Docket No. 188].

5. The Debtors’ chapter 11 cases have been jointly administered for procedural

purposes only pursuant to Bankruptcy Rule 1015(b) and Local Bankruptcy Rule 1015-1.

6. Additional information regarding the Debtors’ businesses, capital structure,

and the circumstances leading to the commencement of these chapter 11 cases is set forth in the

Declaration of Michael J. Nicholson in Support of Debtors’ Chapter 11 Petitions and First Day

Relief [Docket No. 6].

The Proposed Bar Dates

A. Summary

7. Bankruptcy Rule 3003(c)(3) provides that the Court shall fix the time within

which Proofs of Claim may be filed. Furthermore, Bankruptcy Rule 3003(c)(2) provides that any

creditor whose claim (a) is not scheduled in the Debtors’ schedules of assets and liabilities (the

“Schedules”)3 or (b) is scheduled as disputed, contingent, or unliquidated, must file a Proof of

Claim by a bar date fixed by the Court. Bankruptcy Rule 3003(c)(2) also provides that “any

creditor who fails to [file a Proof of Claim by the bar date fixed by the court] shall not be treated

as a creditor with respect to such claim for the purposes of voting and distribution.”

Fed. R. Bankr. P. 3003(c)(2). Section 502(b)(9) of the Bankruptcy Code provides that

Governmental Units shall have a minimum of 180 days after the entry of the order for relief to file

Proofs of Claim.

3 The Debtors will file their Schedules on or before June 12, 2020.


5 WEIL:\97439896\7\54457.0007

8. Here, the Debtors propose to allow at least 30 days’ notice of each of the

General Bar Date, the Amended Schedules Bar Date, and the Rejection Damages Bar Date.

Additionally, the Debtors propose to allow more than the minimum 180 days’ notice of the

Governmental Bar Date. The Debtors will serve the Bar Date Notice after the Schedules are filed

with the Court. Accordingly, the Debtors believe that the proposed Bar Dates and the procedures

set forth below (the “Procedures”) will give the Debtors’ creditors adequate notice and ample

opportunity to prepare and file Proofs of Claim.

B. The General Bar Date

9. The Debtors request that the Court establish July 15, 2020 at 5:00 p.m.

(Eastern Time) as the General Bar Date. The General Bar Date would be the date by which any

person or entity (including individuals, partnerships, corporations, joint ventures, trusts, but not

including Governmental Units) must file a Proof of Claim in respect of a prepetition claim (as

defined in section 101(5) of the Bankruptcy Code), including secured claims, unsecured priority

claims, unsecured non-priority claims, and claims arising under section 503(b)(9) of the

Bankruptcy Code against any of the Debtors, so that such Proofs of Claim are actually received by

Omni Agent Solutions (“Omni”), the Debtors’ claims and noticing agent, on or before the General

Bar Date, unless such person’s or entity’s claim falls within one of the exceptions set forth in this

Motion.

C. The Governmental Bar Date

10. Section 502(b)(9) of the Bankruptcy Code provides that the “claim of a

governmental unit shall be timely filed if it is filed before 180 days after the date of the order for

relief or such later time as the Federal Rules of Bankruptcy Procedure may provide.”

11 U.S.C. §502(b)(9).


6 WEIL:\97439896\7\54457.0007

11. The Debtors request that the Court establish November 2, 2020 at 5:00 p.m.

(Eastern Time) as the Governmental Bar Date in these chapter 11 cases. The Governmental Bar

Date would apply to all Governmental Units holding prepetition claims against the Debtors

(whether secured, unsecured priority, or unsecured non-priority) that arose before the Petition

Date, including Governmental Units with claims against the Debtors for unpaid taxes, whether

such claims arose from prepetition tax years or periods or prepetition transactions to which the

Debtors were a party. All Governmental Units holding such claims against the Debtors would be

required to file Proofs of Claim so that such Proofs of Claim are actually received by Omni on or

before the Governmental Bar Date.

D. The Amended Schedules Bar Date

12. If the Debtors amend or supplement their Schedules, the Debtors request

that the Court establish the later of (a) the General Bar Date or the Governmental Bar Date,

as applicable; and (b) 5:00 p.m. (Eastern Time), on the date that is 30 days from the date on

which the Debtors provide notice of the amendment or supplement to the Schedules, as the

deadline on or before which claimants holding claims affected by such filing, amendment or

supplement must file Proofs of Claim with respect to such claim, so that such Proofs of Claim are

actually received by Omni on or before the Amended Schedules Bar Date.

E. The Rejection Damages Bar Date

13. The Debtors request that the Court establish the later of (a) the General

Bar Date or the Governmental Bar Date, as applicable; and (b) 5:00 p.m. (Eastern Time) on

the date that is 30 days from the date of entry of the Rejection Order, as the deadline on or

before which claimants holding claims for damages arising from such rejection must file Proofs of

Claim with respect to such rejection, so that such Proofs of Claim are actually received by Omni


7 WEIL:\97439896\7\54457.0007

on or before the Rejection Damages Bar Date. Notwithstanding the foregoing, a party to an

executory contract or unexpired lease that asserts a claim on account of unpaid amounts accrued

and outstanding as of the Petition Date pursuant to such executory contract or unexpired lease

(other than a rejection damages claim) must file a Proof of Claim for such amounts on or before

the applicable Bar Date.

The Proposed Procedures for Filing Proofs of Claim

A. Parties Required to File Proofs of Claim

14. Except as otherwise set forth herein, the Debtors propose that the following

persons or entities holding claims against the Debtors arising before the Petition Date be required

to file Proofs of Claim on or before the applicable Bar Date:

a. any person or entity whose claim against a Debtor is not listed in the applicable Debtor’s Schedules, or is listed as “contingent,” “unliquidated,” or “disputed,” if such entity desires to participate in any of these chapter 11 cases or share in any distribution in any of these chapter 11 cases;

b. any person or entity that believes that its claim is improperly classified in

the Schedules or is listed in an incorrect amount and who desires to have its claim allowed in a different classification or amount other than that identified in the Schedules;

c. any person or entity that believes that any prepetition claim as listed in the

Schedules is not an obligation of the specific Debtor against which the claim is listed and that desires to have its claim allowed against a Debtor other than the Debtor identified in the Schedules; and

d. any person or entity who believes that its claim against a Debtor is or may

be entitled to priority under section 503(b)(9) of the Bankruptcy Code.

B. Parties Not Required to File Proofs of Claim

15. The Debtors propose that the following persons or entities whose claims

would otherwise be subject to a Bar Date shall not be required to file any Proofs of Claim:

a. any person or entity whose claim is listed on the Schedules; provided that (i) the claim is not listed on the Schedules as “disputed,” “contingent,” or “unliquidated,” (ii) the person or entity does not dispute the amount, nature,


8 WEIL:\97439896\7\54457.0007

and priority of the claim as set forth in the Schedules, and (iii) the person or entity does not dispute that the claim is an obligation of the specific Debtor against which the claim is listed in the Schedules;

b. any person or entity who already has filed a signed Proof of Claim with Omni or the Clerk of the Bankruptcy Court for the Eastern District of Virginia against the respective Debtors with respect to the claim being asserted, utilizing a claim form that substantially conforms to the Proof of Claim Form;

c. any person or entity who holds a claim that has been allowed by order of the Court entered on or before the applicable Bar Date;

d. any person or entity whose claim has been paid in full in accordance with the Bankruptcy Code or an order of the Court;

e. any person or entity who holds a claim for which a separate deadline has been fixed by an order of this Court entered on or before the applicable Bar Date;

f. any person or entity who holds an equity interest in the Debtors, which interest exclusively is based upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a Proof of Claim, as applicable, must be filed on or before the applicable Bar Date pursuant to the Procedures set for the herein;

g. any current or former officer, director, or employee for claims based on indemnification, contribution, or reimbursement;

h. any entity whose claim is solely against any of the Debtors’ non-debtor affiliates;

i. any Debtor or non-debtor subsidiary or affiliate having a claim against another Debtor;

j. any counterparty to a lease of nonresidential real property that asserted a claim for a cure amount in connection with a timely filed objection to the assumption or assumption and assignment of such lease by the Debtors;

k. any holder of a claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code, other than a claim asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code; and

l. (i) the prepetition lenders party to that certain Credit Agreement, dated March 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “ABL Credit Agreement,” and such lenders, the “ABL Lenders”) on account of claims arising thereunder; (ii) the prepetition lenders party to that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan Agreement,” and such lenders, the


9 WEIL:\97439896\7\54457.0007

“Term Lenders”) on account of claims arising thereunder; and (iii) the prepetition holders of notes issued pursuant to those certain Indentures, dated July 13, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “IPCo Indentures,” and such holders, the “IPCo Noteholders”) on account of claims arising thereunder; provided that the administrative agent under the ABL Credit Agreement and the Term Loan Agreement, respectively, and trustees under the IPCo Indentures may file a single consolidated Proof of Claim on behalf of the ABL Lenders, Term Lenders, and IPCo Noteholders, as applicable.

C. Requirements for Preparing and Filing Proofs of Claim

16. The Debtors have prepared, and request that the Court approve, the Proof

of Claim Form attached as Exhibit 1 to the Proposed Order. The Proof of Claim Form

substantially conforms to Official Form 410, but is tailored to these chapter 11 cases.4 In addition,

with the assistance of Omni, the Debtors propose to provide each of the creditors listed on the

Debtors’ Schedules with a “personalized” Proof of Claim Form, which will indicate how the

Debtors have scheduled the creditor’s claim in the Schedules, including (a) the identity of the

Debtor against which the creditor’s claim is scheduled; (b) the amount of the scheduled claim, if

any; (c) whether the claim is listed as “contingent,” “unliquidated,” or “disputed;” and (d) whether

the claim is listed as “secured,” “unsecured priority,” or “unsecured non-priority.”

17. With respect to preparing and filing of a Proof of Claim, the Debtors

propose that each Proof of Claim be required to conform to the following; provided, however, the

Debtors in their discretion may waive any defects in a Proof of Claim:

a. Proofs of Claim must substantially conform to the Proof of Claim Form attached as Exhibit 1 to the Proposed Order or Official Bankruptcy Form No. 410;

4 Official Bankruptcy Form 410 can be found at www.uscourts.gov/bkforms, the Official Website for the United

States Bankruptcy Courts. A customized Proof of Claim Form also can be obtained on the website established in these chapter 11 cases, https://www.omniagentsolutions.com/chinosclaims. The Proof of Claim Form substantially conforms to Official Form 410, but is tailored to these chapter 11 cases. The modifications to Official Form 410 proposed by the Debtors include: (a) indicating how the Debtors have identified each creditor’s respective claim, including the amount of the claim and whether the claim has been listed as contingent, unliquidated, or disputed; (b) allowing creditors to assert 503(b)(9) claims; (c) adding certain instructions; and (d) any other modifications made to Official Form 410.


10 WEIL:\97439896\7\54457.0007

b. Proofs of Claim must (i) be written in the English language; (ii) be denominated in lawful currency of the United States as of the Petition Date (using the exchange rate, if applicable, as of the Petition Date); (iii) specify by name and case number the Debtor against which the claim is filed; (iv) set forth with specificity the legal and factual basis for the alleged claim; (v) include supporting documentation for the claim or an explanation as to why such documentation is not available; and (vi) be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant under penalty of perjury;

c. Except as otherwise set forth herein, if a claimant asserts a claim against more than one Debtor or has claims against different Debtors, the claimant must file a separate Proof of Claim against each Debtor;

d. Except as otherwise provided herein, each Proof of Claim must include supporting documentation or an explanation as to why such documentation is not available in accordance with Bankruptcy Rules 3001(c) and 3001(d). If such documentation is voluminous, such Proof of Claim may include a summary of such documentation, subject to receiving prior written consent from the Debtors’ counsel and submitting the documentation in connection with such request;

e. Proofs of Claim must be filed (i) electronically through the website of the Debtors’ claims and noticing agent, Omni, using the interface available on such website located at https://www.omniagentsolutions.com/chinosclaims under the link entitled “Submit a Claim” (the “Electronic Filing System”) or (ii) by delivering the original Proof of Claim form by hand, or mailing the original Proof of Claim form on or before the applicable Bar Date as follows:

If by overnight courier, hand delivery, or first class mail: Chinos Holdings, Inc. Claims Processing c/o Omni Agent Solutions 5955 De Soto Ave., Suite 100 Woodland Hills, CA 91367

f. A Proof of Claim shall be deemed timely filed only if it is actually received by Omni as set forth in subparagraph (d) above, in each case, on or before the applicable Bar Date; and

g. Proofs of Claim sent by facsimile, telecopy, or electronic mail transmission (other than Proofs of Claim filed electronically through the Electronic Filing System) will not be accepted.


11 WEIL:\97439896\7\54457.0007

Consequences of Failure to File a Proof of Claim

18. Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors request that any

holder of a claim against any of the Debtors that is required to file a Proof of Claim on account of

a prepetition claim in accordance with the Proposed Order, but fails to do so on or before the

applicable Bar Date shall not be treated as a creditor with respect to such claim for the purposes of

voting on a chapter 11 plan and distribution in these chapter 11 cases on account of such claim.

19. Without limiting the foregoing paragraph, the Debtors request that any

creditor asserting a claim entitled to priority pursuant to section 503(b)(9) of the Bankruptcy Code

who fails to file a Proof of Claim in accordance with the Procedures set forth herein not be entitled

to any priority treatment on account of such claim pursuant to section 503(b)(9) of the Bankruptcy

Code, regardless of whether such claim is identified on Schedule F of the Debtors’ Schedules as

not contingent, not disputed, and not unliquidated.

Notice of the Bar Dates

20. Pursuant to Bankruptcy Rules 2002(a)(7), (f), and (l), the Debtors propose

to provide notice of the Bar Dates in accordance with the following Procedures:

a. Within five business days of entry of an order granting the relief requested herein, the Debtors propose to cause to be mailed (both physical mail and, if available, by electronic mail) a copy of the Proof of Claim Form and the Bar Date Notice substantially in the form annexed as Exhibit 2 to the Proposed Order to the following parties:

(1) the Office of the U.S. Trustee;

(2) counsel for the Creditors’ Committee appointed in these chapter 11 cases;

(3) all known creditors and other known holders of potential claims against any of the Debtors’ estates;

(4) all counterparties to the Debtors’ executory contracts and unexpired leases at the addresses stated therein or as updated pursuant to a request by the counterparty or by returned mail from the post office with a forwarding address;


12 WEIL:\97439896\7\54457.0007

(5) all parties to pending litigation against the Debtors (as of the date of entry of the Proposed Order);

(6) all persons or entities who have filed claims (as of the date of entry of the Proposed Order);

(7) all parties who have sent correspondence to the Court and are listed on the Court’s electronic docket (as of the date of entry of the Proposed Order);

(8) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of entry of the Proposed Order);

(9) all current and former employees of the Debtors (to the extent that contact information for former employees is available in the Debtors’ records);

(10) all known non-Debtor equity and interest holders of the Debtors (as of the date of entry of the Proposed Order);

(11) the Internal Revenue Service, the United States Attorney’s Office for the District of Virginia, the Securities and Exchange Commission, and all applicable Governmental Units;

(12) all taxing authorities for the jurisdictions in which the Debtors maintain or conduct business;

(13) all regulatory authorities that regulate the Debtors’ businesses, including consumer protection, environmental, and permitting authorities; and

(14) such additional persons and entities deemed appropriate by the Debtors.

b. The Debtors shall post the Proof of Claim Form and the Bar Date Notice on the website established by Omni for the Debtors’ cases: https://www.omniagentsolutions.com/chinosclaims.

21. The proposed Bar Date Notice notifies parties of (a) the Bar Dates; (b) who

must file a Proof of Claim on account of a prepetition claim; (c) the Procedures for filing a Proof

of Claim on account of a prepetition claim; (d) the consequences of failing to timely file a Proof

of Claim on account of a prepetition claim; and (e) where parties can find further information with

respect to the Debtors’ chapter 11 cases. The Debtors request that service of the Bar Date Notice

be deemed to constitute good and sufficient notice of the Bar Dates in accordance with Bankruptcy

Rule 2002(a)(7).


13 WEIL:\97439896\7\54457.0007

22. Furthermore, the Debtors will have the authority but not direction to

supplement notice of the Bar Dates by providing notice by publication consistent with Bankruptcy

Rule 2002(l). See Fed. R. Bankr. P. 2002(l) (“The court may order notice by publication if it finds

that notice by mail is impracticable or that it is desirable to supplement the notice.”). The

Publication Notice will be substantially similar to the Bar Date Notice and will only omit

provisions that are not applicable or not absolutely necessary, for cost savings purposes only. The

Debtors propose to publish the Publication Notice (if necessary), with any modifications for ease

of publication, once in USA Today, The New York Times, or other national publication, subject to

applicable publication deadlines, within seven business days from the entry of the order, or as

reasonably soon thereafter.

Basis for Relief

A. Ample Authority Exists to Approve the Bar Dates and the Proposed Procedures for Filing Proofs of Claim in These Chapter 11 Cases

23. Bankruptcy Rule 3003(c)(3) generally governs the filing of proofs of claim

in a chapter 11 case and provides, in relevant part, that “[t]he court shall fix and for cause shown

may extend the time within which proofs of claim or interest may be filed.” Fed R. Bankr. P.

3003(c)(3). Although Bankruptcy Rule 2002(a)(7) generally provides that all parties in interest

must receive, at a minimum, 21 days’ notice of the time fixed for filing proofs of claim pursuant

to Bankruptcy Rule 3003(c), neither the Bankruptcy Code or the Bankruptcy Rules specify a time

by which proofs of claim must be filed in chapter 11 cases (other than section 502(b)(9) of the

Bankruptcy Code relating to Governmental Units).

24. Establishing a bar date allows a debtor to expeditiously determine and

evaluate the liabilities of the estates. The absence of such a deadline, in contrast, would prolong

creditor uncertainty, increase the costs and expenses incurred by a debtor in connection with the


14 WEIL:\97439896\7\54457.0007

claims reconciliation process, and delay or even derail the claims process, thus undercutting one

of the principal purposes of bankruptcy law—“provid[ing] debtors and creditors with ‘the prompt

and effectual administration and settlement of the [debtor’s] estate.’” Moses v. CashCall, Inc., 781

F.3d 63, 72 (4th Cir. 2015) (quoting Katchen v. Landy, 382 U.S. 323, 328 (1966)); see also In re

AMF Bowling Worldwide, Inc., 520 B.R. 185, 191 (Bankr. E.D. Va. 2014) (“One of the essential

functions of the bankruptcy process is to ensure the efficient, ‘prompt and effectual administration

and settlement of the debtor’s estate.”).

25. The Procedures described herein provide creditors with ample notice and

opportunity and a clear process for filing Proofs of Claim, and thus are designed to achieve

administrative and judicial efficiency. Indeed, the proposed Procedures will provide

comprehensive notice and clear instructions to creditors, on the one hand, and allow these chapter

11 cases to move forward quickly with a minimum of administrative expense and delay, on the

other hand.

26. The Procedures provide clear instructions that will help avoid confusion or

uncertainty among creditors that might lead them to file unnecessary protective Proofs of Claim

or multiple Proofs of Claim that would cause expense and delay in the claims process for all parties.

Additionally, the proposed use of a personalized Proof of Claim Form for all known creditors is

designed to both streamline the claims process and provide useful information to creditors as to

whether and how their claims are reflected in the Schedules. The Procedures comply with the

Bankruptcy Code and provide the Debtors with flexibility in case of the need for supplemental bar

dates or situations in which a creditor’s claim status may change during these chapter 11 cases

(such as in the event of executory contract or lease rejections).


15 WEIL:\97439896\7\54457.0007

B. The Proposed Procedures Are Reasonably Calculated to Provide Due and Proper Notice

27. Bankruptcy Rule 2002(a)(7) requires that the Debtors provide claimants at

least 21 days’ notice by mail of the Bar Dates pursuant to Bankruptcy Rule 3003(c). Bankruptcy

Rule 2002(p)(2) requires at least 30 days’ notice to creditors with a foreign address. Additionally,

Bankruptcy Rule 2002(l) provides that the Court may order notice by publication if it finds that

notice by mail is impractical or it is desirable to supplement other notice. Bankruptcy Rule 9008

also provides that the Court shall determine the form and manner of publication notice, the

newspapers used, and the frequency of publication.

28. The Debtors propose to mail the Bar Date Notice to their known creditors

and to rely on the Publication Notice to give notice to any unknown creditors. In addition, the

Debtors will provide notice by electronic mail if practicable. These Procedures are consistent with

applicable case law and practice. See, e.g., Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S.

306, 317 (1950) (notice is required to parties whose names and addresses are “reasonably

ascertainable”); Tulsa Prof’l Collection Serv., Inc. v. Pope, 485 U.S. 478, 490 (1988) (if names

and addresses are available, notice must be mailed, whereas publication notice is allowed if it is

not “reasonably possible or practicable to give more adequate warning”); Zurich Am. Ins. Co. v.

Tessler (In re J.A. Jones, Inc.), 492 F.3d 242, 249 (4th Cir. 2007). If a creditor is known to the

debtor, due process requires that the debtor take reasonable steps, such as direct mailing, to provide

actual notice of the deadline for submitting proofs of claim. See id. However, where a creditor is

unknown to the debtor, due process requires only that the debtor take reasonable steps, such as

notice by publication, to provide constructive notice of the deadline for submitting proofs of claim.

Id. at 249-50.


16 WEIL:\97439896\7\54457.0007

29. Courts in this district have previously granted relief similar to those

requested by Debtors herein. See, e.g., Pier 1 Imports, Inc., No. 20-30805 (KRH) (Bankr. E.D. Va.

March 13, 2020) [Docket No. 345]; In re Gemstone Solutions Group, Inc., No. 19-30258 (KLP)

(Bankr. E.D. Va. Feb. 19, 2019) [Docket No. 367]; In re The Gymboree Corp., No. 17-32986

(KLP) (Bankr. E.D. Va. July 11, 2017) [Docket No. 386]; In re Penn Virginia Corp., No. 16-32395

(KLP) (Bankr. E.D. Va. June 8, 2016) [Docket No. 221]; In re Alpha Nat. Res., Inc., No. 15-33896

(KRH) (Bankr. E.D. Va. Dec. 22, 2015) [Docket No. 1156].

30. The Proposed Order provides that the Debtors will provide at least 30 days’

notice to all known creditors. Specifically, Omni will have five business days from the date of

entry of the order to complete the mailing of the Bar Date Notice. Omni has advised the Debtors

that it expects to complete the mailing in less than five business days. Omni also will post the

Proof of Claim Form along with instructions for filing Proofs of Claim, on the website established

in these chapter 11 cases: https://www.omniagentsolutions.com/chinosclaims. The Bar Date

Notice also will provide that the Debtors’ Schedules may be accessed through the same website or

by contacting Omni at (866) 991-8218 (toll free) or (818) 924-2298 (international) or by e-mail at

[email protected].

31. The relief requested herein provides for clear notice of the Bar Dates in

satisfaction of the requirements of the Bankruptcy Rules and consistent with the underlying

policies of the Bankruptcy Code and, accordingly, should be approved.

Local Bankruptcy Rule 3003-1

32. For the reasons stated above, the Debtors believe that the Bar Dates

requested herein and the Procedures are reasonable and appropriate under the circumstances of


17 WEIL:\97439896\7\54457.0007

these chapter 11 cases. Accordingly, the Debtors believe that the Court grant the relief requested,

notwithstanding Local Bankruptcy Rule 3003-1(a).

Objections to Claims and Reservation of Rights

33. The Debtors reserve all rights and defenses with respect to any Proof of

Claim, including the right to object to any claim on any grounds. The Debtors also reserve all

rights and defenses to any claim listed on the Schedules, including the right to dispute any such

claim and assert any offsets or defenses thereto. If the Debtors dispute any claim listed on the

Schedules and such claim is not already listed as “disputed,” “contingent,” or “unliquidated,” the

Debtors reserve their rights to amend and supplement their Schedules as appropriate.

34. Furthermore, the Debtors reserve the right to seek further order of the Court

to fix a deadline by which holders of claims not subject to the Bar Dates must file Proofs of Claim

against the Debtors or be forever barred from so doing.

Notice

35. Notice of this Motion will be provided in accordance with the procedures

set forth in the Order Establishing Certain Notice, Case Management and Administrative

Procedures [Docket No. 109]. The Debtors believe that, in view of the facts and circumstances,

such notice is sufficient and no other or further notice need be provided.

No Prior Request

36. No previous request for the relief sought herein has been made by the

Debtors to this or any other court.


18 WEIL:\97439896\7\54457.0007

WHEREFORE the Debtors respectfully request entry of the Proposed Order

granting the relief requested herein and such other and further relief as the Court may deem just

and appropriate.

Dated: May 14, 2020 Richmond, Virginia

/s/ Henry P. (Toby) Long, III HUNTON ANDREWS KURTH LLP Tyler P. Brown (VSB No. 28072) Henry P. (Toby) Long, III (VSB No. 75134) Nathan Kramer (VSB No. 87720) Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 -and- 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



WEIL:\97439896\7\54457.0007

Exhibit A

Proposed Order


WEIL:\97439896\7\54457.0007





RICHMOND DIVISION

------------------------------------------------------------ x : In re : Chapter 11 : CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP) : Debtors. 1 : (Jointly Administered) : ------------------------------------------------------------ x

ORDER (I) ESTABLISHING A GENERAL BAR DATE TO FILE PROOFS OF CLAIM,

(II) ESTABLISHING A BAR DATE TO FILE PROOFS OF CLAIM BY GOVERNMENTAL UNITS, (III) ESTABLISHING AN AMENDED SCHEDULES BAR DATE, (IV) ESTABLISHING A

REJECTION DAMAGES BAR DATE, (V) APPROVING THE FORM AND MANNER FOR FILING PROOFS OF CLAIM, (VI) APPROVING THE

PROPOSED NOTICE OF BAR DATES, AND (VII) GRANTING RELATED RELIEF

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.


2 WEIL:\97439896\7\54457.0007

Upon the motion (the “Motion”),2 dated May 14, 2020, of Chinos Holdings, Inc.

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

cases (collectively, the “Debtors”), for entry of an order (a) establishing a bar date for the filing

of proofs of claim (each, a “Proof of Claim”) in respect of prepetition claims, including secured

claims, unsecured priority claims, unsecured non-priority claims, and claims arising under section

503(b)(9) of title 11 of the United States Code (the “Bankruptcy Code”); (b) establishing a bar

date for the filing of Proofs of Claim by governmental units in respect of prepetition claims against

any of the Debtors; (c) establishing a bar date for filing of Proofs of Claim following the

amendment or supplement of the Debtors’ schedules of assets and liabilities (collectively, the

“Schedules”); (d) establishing a bar date for filing of Proofs of Claim for damages arising from

the Debtors’ rejection of executory contracts or unexpired leases; (e) approving the form and

manner of filing Proofs of Claim; (f) approving the notice of the bar dates; and (g) granting related

relief, all as more fully set forth in the Motion; and the Court having jurisdiction to consider the

Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157(a)–(b) and §1334; and the

Standing Order of Reference from the United States District Court for the Eastern District of

Virginia, dated July 10, 1984; and consideration of the Motion and the requested relief being a

core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant

to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided in

accordance with the Order Establishing Certain Notice, Case Management and Administrative

Procedures [Docket No. 109], and it appearing that no other or further notice need be provided;

and this Court having held a hearing to consider the relief requested in the Motion; and upon the

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

in the Motion.


3 WEIL:\97439896\7\54457.0007

record of the hearing on the Motion; and all objections to the relief requested in the Motion having

been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual

bases set forth in the Motion establish just cause for the relief granted herein; and after due

deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT

1. The Motion is granted.

2. Unless otherwise provided herein, the following Bar Dates are hereby established in these chapter 11 cases:

a. establish July 15, 2020 at 5:00 p.m. (Eastern Time) as the deadline for each person or entity (as defined in the Bankruptcy Code), other than governmental units (“Governmental Units”), to file a proof of claim (each, a “Proof of Claim”) in respect of a prepetition claim (as defined in section 101(5) of the Bankruptcy Code), including secured claims, unsecured priority claims, unsecured non-priority claims, and claims arising under section 503(b)(9) of the Bankruptcy Code against any of the Debtors (the “General Bar Date”), unless otherwise provided herein;


c. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date on which the Debtors provide notice of an amendment or supplement to the Schedules (as defined herein) as the deadline by which claimants holding claims affected by such filing, amendment, or supplement must file Proofs of Claim with respect to such claim (the “Amended Schedules Bar Date”); and

d. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date of entry of an order approving rejection of any executory contract or unexpired lease of the Debtors (the “Rejection Order”) as the deadline by which claimants asserting claims resulting from the Debtors’ rejection of an executory contract or unexpired lease must file Proofs of Claim for damages arising from such rejection3 (the “Rejection Damages Bar Date,” and, together with the General Bar Date, the


claim on account of unpaid amounts accrued and outstanding as of the Petition Date pursuant to such executory contract or unexpired lease (other than a rejection damages claim) must file a Proof of Claim for such amounts on or before the applicable Bar Date, unless an exception identified in the Motion or this Order applies.


4 WEIL:\97439896\7\54457.0007

Governmental Bar Date, and the Amended Schedules Bar Date, the “Bar Dates”).

3. The (i) Proof of Claim Form, substantially in the form annexed hereto as

Exhibit 1, and (ii) the proposed notice of the Bar Date, substantially in the form annexed hereto

as Exhibit 2 (the “Bar Date Notice”), are approved. The Debtors shall serve the Bar Date Notice

after the Schedules are filed with the Court.

4. Except as otherwise set forth herein, the following persons or entities

holding claims against the Debtors arising prior to the Petition Date shall be required to file Proofs

of Claim on or before the applicable Bar Date:

a. any person or entity whose claim against a Debtor is not listed in the applicable Debtor’s Schedules, or is listed as “contingent,” “unliquidated,” or “disputed,” and if such entity desires to participate in any of these chapter 11 cases or share in any distribution in any of these chapter 11 cases;

b. any person or entity who believes that its claim is improperly classified in

the Schedules or is listed in an incorrect amount and who desires to have its claim allowed in a different classification or amount other than that identified in the Schedules;

c. any person or entity who believes that any prepetition claim as listed in the

Schedules is not an obligation of the specific Debtor against which the claim is listed and that desires to have its claim allowed against a Debtor other than the Debtor identified in the Schedules; and

d. any entity who believes that its claim against a Debtor is or may be entitled

to priority under section 503(b)(9) of the Bankruptcy Code.

5. The following persons or entities whose claims would otherwise be subject

to a Bar Date need not file any Proofs of Claim:

a. any person or entity whose claim is listed on the Schedules; provided that (i) the claim is not listed on the Schedules as “disputed,” “contingent,” or “unliquidated,” (ii) the person or entity does not dispute the amount, nature, and priority of the claim as set forth in the Schedules, and (iii) the person or entity does not dispute that the claim is an obligation of the specific Debtor against which the claim is listed in the Schedules;

b. any person or entity who already has filed a signed Proof of Claim with Omni or the Clerk of the Bankruptcy Court for the Eastern District of


5 WEIL:\97439896\7\54457.0007

Virginia against the respective Debtors with respect to the claim being asserted, utilizing a claim form that substantially conforms to the Proof of Claim Form;



e. any person or entity who holds a claim for which a separate deadline has been fixed by an order of this Court entered on or before the applicable Bar Date;

f. any person or entity who holds an equity interest in the Debtors, which interest exclusively is based upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a Proof of Claim, as applicable, must be filed on or before the applicable Bar Date pursuant to the Procedures set for the herein;


h. any entity whose claim is solely against any of the Debtors’ non-Debtor affiliates;



k. any holder of a claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code, other than a claim asserting priority pursuant to section 503(b)(9) of the Bankruptcy Code; and

l. (i) the prepetition lenders party to that certain Credit Agreement, dated March 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “ABL Credit Agreement,” and such lenders, the “ABL Lenders”) on account of claims arising thereunder; (ii) the prepetition lenders party to that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan Agreement,” and such lenders, the “Term Lenders”) on account of claims arising thereunder; and (iii) the prepetition holders of notes issued pursuant to those certain Indentures, dated July 13, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “IPCo Indentures,” and such holders, the “IPCo Noteholders”) on account of claims arising thereunder; provided that the administrative agent under the ABL Credit Agreement and


6 WEIL:\97439896\7\54457.0007

the Term Loan Agreement, respectively, and trustees under the IPCo Indentures may file a single consolidated Proof of Claim on behalf of the ABL Lenders, Term Lenders, and IPCo Noteholders, as applicable.

6. Except as otherwise set forth herein, each entity that asserts a claim against

the Debtors that arose before the Petition Date shall be required to file a Proof of Claim. The

following Procedures with respect to preparing and filing of Proofs of Claim are hereby

established; provided, however, the Debtors in their discretion may waive any defects in a Proof

of Claim:

a. Proofs of Claim must substantially conform to the Proof of Claim Form attached as Exhibit 1 to this Order or Official Bankruptcy Form No. 410;


c. Except as otherwise set forth herein, if a claimant asserts a claim against more than one Debtor or has claims against different Debtors, the claimant must file a separate Proof of Claim against each Debtor;




7 WEIL:\97439896\7\54457.0007


f. A Proof of Claim shall be deemed timely filed only if it is actually received by Omni as set forth in subparagraph (d) above, in each case, on or before the Bar Date; and


7. Pursuant to Bankruptcy Rule 3003(c)(2), any holder of a claim who is

required to timely file a Proof of Claim on or before the applicable Bar Date as provided herein,

but fails to do so, (i) shall not be treated as a creditor with respect to such claim for the purposes

of voting on a chapter 11 plan and distribution in these chapter 11 cases on account of such claim;

and (ii) forever shall be barred, estopped, and enjoined from asserting such claim against each of

the Debtors and their property (or filing a Proof of Claim with respect thereto), and each of the

Debtors and their respective chapter 11 estates, successors, and property shall be forever

discharged from any and all indebtedness or liability with respect to or arising from such claim.

8. Pursuant to Bankruptcy Rules 2002(a)(7), (f), and (l), the Debtors shall

provide notice of the Bar Dates in accordance with the following Procedures:

a. Within five business days of entry of this Order, the Debtors shall cause (i) a copy of the Proof of Claim Form and a copy of the Bar Date Notice to be mailed (both physical mail and, if available, by electronic mail) to the following parties:

(1) the Office of the U.S. Trustee;

(2) counsel for the Creditors’ Committee appointed in these chapter 11 cases;

(3) all known creditors and other known holders of potential claims against any of the Debtors’ estates;

(4) all counterparties to the Debtors’ executory contracts and unexpired leases at the addresses stated therein or as updated pursuant to a


8 WEIL:\97439896\7\54457.0007

request by the counterparty or by returned mail from the post office with a forwarding address;

(5) all parties to pending litigation against the Debtors (as of the date of entry of the Order);

(6) all parties who have sent correspondence to the Court and are listed on the Court’s electronic docket (as of the date of entry of the Order);

(7) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of entry of the Order);

(8) all current and former employees of the Debtors (to the extent that contact information for former employees is available in the Debtors’ records);

(9) all known non-Debtor equity and interest holders of the Debtors (as of the date of entry of the Order);

(10) the Internal Revenue Service, the United States Attorney’s Office for the Eastern District of Virginia, the Securities and Exchange Commission, and all applicable Governmental Units;

(11) all taxing authorities for the jurisdictions in which the Debtors maintain or conduct business;

(12) all regulatory authorities that regulate the Debtors’ businesses, including consumer protection, environmental, and permitting authorities; and

(13) such additional persons and entities deemed appropriate by the Debtors.

b. The Debtors shall post the Proof of Claim Form and the Bar Date Notice on the website established by Omni for the Debtors’ cases: https://www.omniagentsolutions.com/chinosclaims.

9. The Debtors will have authority but not direction to publish the Bar Date

Notice, within seven business days after the entry of this Order or as reasonably soon thereafter,

with any necessary modifications for ease of publication, once in USA Today, The New York Times,

or other national publication, subject to applicable publication deadlines, which publication is

approved and shall be deemed good, adequate, and sufficient publication notice of the Bar Dates

and the Procedures for filing Proofs of Claim in these chapter 11 cases.


9 WEIL:\97439896\7\54457.0007

10. The Debtors and Omni are authorized and empowered to take such steps

and perform such acts as may be necessary to implement and effectuate the terms of this Order.

11. Notification of the relief granted by this Order as provided herein is fair and

reasonable and will provide good, sufficient, and proper notice to all creditors of their rights and

obligations in connection with claims they may have against the Debtors in these chapter 11 cases.

12. Nothing in this Order shall prejudice the right of the Debtors or any other

party in interest to dispute or assert offsets or defenses to any claim reflected in the Schedules or

otherwise.

13. Entry of this Order is without prejudice to the right of the Debtors to seek a

further order of this Court fixing the date by which holders of claims not subject to the Bar Dates

established herein must file such claims against the Debtor or be forever barred from so doing.

14. This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation or enforcement of this Order.

Dated: ________________, 2020 Richmond, Virginia UNITED STATES BANKRUPTCY JUDGE


WEIL:\97439896\7\54457.0007

WE ASK FOR THIS: /s/ Henry P. (Toby) Long, III HUNTON ANDREWS KURTH LLP Tyler P. Brown (VSB No. 28072) Henry P. (Toby) Long, III (VSB No. 75134) Nathan Kramer (VSB No. 87720) Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Tel: (804) 788-8200 Fax: (804) 788-8218 -and- 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


CERTIFICATION OF ENDORSEMENT UNDER 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/ Henry P. (Toby) Long, III


WEIL:\97439896\7\54457.0007

Exhibit 1

Proof of Claim Form


Filed OnClaim Number on court claims registry (if known)

Proof of Claim

From whom?

04/19

Official Form 410

Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments,mortgages, and security agreements.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Part 1: Identify the Claim

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor

Who is the current creditor?

Has this claim been acquired from someone else?

NoYes

Where should notices and payments to the creditor be sent?

Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)

4.

3.

1.

2.

Does this claim amend one already filed?

NoYes

Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if different)

Name

Number Street

City State ZIP Code

Contact Phone

Contact email

Contact Phone

Contact email

MM / DD / YYYY

5. Do you know if anyone else has filed a proof of claim for this claim? Who made the earlier filing?

NoYes

Name

Number Street

City State ZIP Code


Fill in the information to identify the case (Select only one Debtor per form):

Chinos Holdings, Inc. Case No 20-32181

Chinos Intermediate, Inc. Case No 20-32183

Chinos Intermediate Holdings A, Inc.Case No 20-32182

Chinos Intermediate Holdings B, Inc. Case No 20-32184

J. Crew Group, Inc. Case No 20-32185

J. Crew Operating Corp. Case No 20-32186

Grace Holmes, Inc. Case No 20-32187

H.F.D. No. 55, Inc. Case No 20-32188

J. Crew International, Inc. Case No 20-32190

J. Crew Inc. Case No 20-32189

J. Crew Virginia, Inc. Case No 20-32180

Madewell Inc. Case No 20-32191

J. Crew International Brand, LLC Case No 20-32197

J. Crew Brand Holdings, LLC Case No 20-32192

J. Crew Brand Intermediate, LLC Case No 20-32193

J. Crew Brand, LLC Case No 20-32194

J. Crew Brand Corp. Case No 20-32195

J. Crew Domestic Brand, LLC Case No 20-32196

Official Form 410 Proof of Claim Page 1


Nature of property:

Real Estate

Other

Motor Vehicle

Value of Property: $

Amount of the claim that is unsecured: $

$Amount of the claim that is secured:

Describe:

Annual Interest Rate: ____________%

Basis for perfection:

$

Amount necessary to cure any default as of the date of the petition:

6. Do you have any number you use to identify the debtor?

Give Information About the Claim as of the Date the Case Was FiledPart 2:

Last 4 digits of the debtor's account or any number you use to identify the debtor:NoYes

7. How much is the claim?

Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

NoYes

Does this amount include interest or other charges?

8. What is the basis of the claim?

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information

9. Is all or part of the claim secured?

NoYes The claim is secured by a lien on property

If the claim is secured by the debtor's principal residence, file a (Official Form 410-A) with this

Mortgage Proof of Claim

Attachment Proof of Claim

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed orrecorded.

$

(when case was filed)

10. Is this claim based on a lease?

NoYes Amount necessary to cure any default as of the date of the petition.

11. Is this claim subject to a right of setoff?

NoYes Identify the property:

(The sum of the secured and unsecured amounts should match the amount in line 7).

FixedVariable

$

12. Is this claim for the value of goods received by the debtor within 20 days before the commencement date of this case (11 U.S.C. §503(b)(9)).?

NoYes $Indicate the amount of your claim arising from the value of any goodsreceived by the Debtor within 20 days before the date of commencement of the above case, in which the goods have been sold to the Debtor in the ordinary course of such Debtor’s business. Attach documentation supporting such claim.



Is all or part of the claim entitled to priority under 11 U.S.C. § 507(a)?

13. Check all that apply

NoYes

Domestic support obligations (including alimony and child support) under 11 U.S.C. § 507(a)(1)(A) or (a)(1)(B).

Part 3:

Up to $3,025* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. § 507(a)(7).

Wages, salaries, or commissions (up to $13,650*) earned within 180 days before the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. 11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5).

$

$

$

$

$

Other. Specify subsection of 11 U.S.C. § 507(a)(___) that applies. $

Amount entitled to priority

* Amounts are subject to adjustment on 4/01/22 and every 3 years after that for cases begun on or after the date of adjustment.

Sign Below

A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority.

The person completing this proof of claim must sign and date it.

If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

I am the creditor.

Check the appropriate box:

I am the creditor's attorney or authorized agent.

I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

I am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on thisamount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

Proof of Claim serves as an acknowlegment that when calculating the

I declare under penalty of perjury that the foregoing is true and correct.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueand correct.

Executed on dateMM / DD / YYYY

Signature

Print the name of the person who is completing and signing this claim:

NameFirst Name Middle Name Last Name

Title

CompanyIdentify the corporate servicer as the company if the authorized agent is a servicer.

Address

Contact Phone Email

Number Street

City State ZIP Code

FRBP 9011(b).



WEIL:\97439896\7\54457.0007

Exhibit 2

Bar Date Notice


WEIL:\97439896\7\54457.0007




UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA, RICHMOND DIVISION

In re CHINOS HOLDINGS, INC., et al., Debtors.

Chapter 11 Case Nos.: 20-32180 (KLP) Through 20-32197 (KLP) (Jointly Administered)

NOTICE OF DEADLINES TO FILE PROOFS OF CLAIM TO: ALL PERSONS AND ENTITIES WHO MAY HAVE CLAIMS AGAINST ANY OF THE FOLLOWING DEBTOR ENTITIES:

Name of Debtor Case Number Tax Identification Number

J. Crew Virginia, Inc. 20‐32180 (KLP) 03-0375626

Chinos Holdings, Inc. 20‐32181 (KLP) 27-4173834

Chinos Intermediate Holdings A, Inc. 20‐32182 (KLP) 27-4553301

Chinos Intermediate, Inc. 20‐32183 (KLP) 37-1873871

Chinos Intermediate Holdings B, Inc. 20‐32184 (KLP) 27-4553244

J. Crew Group, Inc. 20-32185 (KLP) 22-2894486

J. Crew Operating Corp. 20-32186 (KLP) 22-3540930

Grace Holmes, Inc. 20‐32187 (KLP) 22-1691409

H.F.D. No. 55, Inc. 20‐32188 (KLP) 22-1869438

J. Crew Inc. 20‐32189 (KLP) 22-2516360

J. Crew International, Inc. 20-32190 (KLP) 51-0342712

Madewell Inc. 20‐32191 (KLP) 20-4928609

J. Crew Brand Holdings, LLC 20‐32192 (KLP) 82-1807625

J. Crew Brand Intermediate, LLC 20-32193 (KLP) 82-1793860

J. Crew Brand, LLC 20‐32194 (KLP) 82-1761647

J. Crew Brand Corp. 20-32195 (KLP) 82-1751616


WEIL:\97439896\7\54457.0007

J. Crew Domestic Brand, LLC 20-32196 (KLP) 82-1778962

J. Crew International Brand, LLC 20-32197 (KLP) 82-1807471 OTHER NAMES USED BY THE DEBTORS IN THE PAST 8 YEARS: J. Crew J.Crew Retail J. Crew Retail Stores J. Crew Factory J. Crew Corp.

J. Crew Factory Stores J. Crew Mercantile Madewell Retail Stores Madewell Retail J. Crew Outfitters, Inc.

Attorneys for Debtors Ray C. Schrock, P.C. Ryan Preston Dahl, Esq. Candace M. Arthur, Esq. Daniel Gwen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153-0119 Telephone: (212) 310-8000 Facsimile: (212) 310-8007

Attorneys for Debtors Tyler P. Brown (VSB No. 28072) Henry P. (Toby) Long, III (VSB No. 75134) Nathan Kramer (VSB No. 87720) HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218

Address of the Clerk of the Bankruptcy Court

Clerk of the Bankruptcy Court for the Eastern District of Virginia (Richmond Division) 701 East Broad Street, Suite 4000, Richmond, Virginia 23219-1888

Telephone: 804-916-2400 Hours Open: 8:00 a.m. – 4:00 p.m. Monday-Friday

PLEASE TAKE NOTICE THAT:

YOU ARE RECEIVING THIS NOTICE BECAUSE YOU MAY HAVE A CLAIM AGAINST THE DEBTORS IN THE ABOVE-CAPTIONED CHAPTER 11 CASES. THEREFORE, YOU SHOULD READ THIS NOTICE CAREFULLY AND CONSULT AN ATTORNEY IF YOU HAVE ANY QUESTIONS, INCLUDING WHETHER YOU SHOULD FILE A PROOF OF CLAIM.

On May 4, 2020 (the “Petition Date”), Chinos Holdings, Inc., and certain of its debtor affiliates, as debtors and debtors in possession, (collectively, the “Debtors”), filed voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”).

On ______, 2020, the Bankruptcy Court, having jurisdiction over the chapter 11 cases of the Debtors, entered an order (the “Bar Date Order”) establishing the following Bar Dates:

a. establish July 15, 2020 at 5:00 p.m. (Eastern Time) as the deadline for each person or entity (as defined in section 101(27) of the Bankruptcy Code) other than governmental units (as defined in section 101(27) of the Bankruptcy Code) (“Governmental Units”), to file a proof of claim (each, a “Proof of Claim”) in respect of a prepetition claim (as defined in section 101(5) of the Bankruptcy Code), including secured claims, unsecured priority claims, unsecured non-priority claims, and claims arising under section 503(b)(9) of the Bankruptcy Code against any of the Debtors (the “General Bar Date”), unless otherwise provided herein;



WEIL:\97439896\7\54457.0007

c. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date on which the Debtors provide notice of an amendment or supplement to the Schedules (as defined herein) as the deadline by which claimants holding claims affected by such filing, amendment, or supplement must file Proofs of Claim with respect to such claim (the “Amended Schedules Bar Date”); and

d. establish the later of (i) the General Bar Date or the Governmental Bar Date, as applicable, and (ii) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date of entry of an order approving rejection of any executory contract or unexpired lease of the Debtors (the “Rejection Order”) as the deadline by which claimants asserting claims resulting from the Debtors’ rejection of an executory contract or unexpired lease must file Proofs of Claim for damages arising from such rejection1 (the “Rejection Damages Bar Date,” and, together with the General Bar Date, the Governmental Bar Date, and the Amended Schedules Bar Date, the “Bar Dates”).

If you have any questions relating to this notice, please feel free to contact Omni Agent Solutions (“Omni”) at (866) 991-8218 (toll free) or (818) 924-2298 (international) or by e-mail at [email protected].

NOTE: The staff of the Bankruptcy Clerk’s Office, the Office of the United States Trustee, and the Debtors’ Claims and Noticing Agent cannot give legal advice. INSTRUCTIONS: 1. WHO MUST FILE A PROOF OF CLAIM

Except as otherwise set forth herein, the following persons or entities holding claims against the Debtors arising before the Petition Date MUST file Proofs of Claim on or before the applicable Bar Date:

a. any person or entity whose claim against a Debtor is not listed in the applicable Debtor’s Schedules,

or is listed as “contingent,” “unliquidated,” or “disputed” and if such entity desires to participate in any of these chapter 11 cases or share in any distribution in any of these chapter 11 cases;

b. any person or entity who believes that its claim is improperly classified in the Schedules or is listed

in an incorrect amount and who desires to have its claim allowed in a different classification or amount other than that identified in the Schedules;

c. any person or entity who believes that any prepetition claim as listed in the Schedules is not an

obligation of the specific Debtor against which the claim is listed and who desires to have its claim allowed against a Debtor other than identified in the Schedules; and

d. any entity who believes that its claim against a Debtor is or may be entitled to priority under section

503(b)(9) of the Bankruptcy Code.

Pursuant to section 101(5) of the Bankruptcy Code and as used in this Notice, the word “claim” means (i) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (ii) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable


claim on account of unpaid amounts accrued and outstanding as of the Petition Date pursuant to such executory contract or unexpired lease (other than a rejection damages claim) must file a Proof of Claim for such amounts on or before the applicable Bar Date, unless an exception identified in the Motion or this Order applies.


WEIL:\97439896\7\54457.0007

remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. Further, claims include unsecured claims, secured claims, and priority claims.

Pursuant to section 101(15) of the Bankruptcy Code and as used in this Notice, the term “entity” has the meaning given to it in section 101(15) of the Bankruptcy Code, and includes all persons, estates, trusts, and governmental units. In addition, the terms “persons” and “governmental units” are defined in sections 101(41) and 101(27) of the Bankruptcy Code, respectively.

2. WHO NEED NOT FILE A PROOF OF CLAIM

The following persons or entities whose claims would otherwise be subject to a Bar Date need not file any Proofs of Claim:

a. any person or entity whose claim is listed on the Schedules; provided that (i) the claim is not listed on the Schedules as “disputed,” “contingent,” or “unliquidated,” (ii) the person or entity does not dispute the amount, nature, and priority of the claim as set forth in the Schedules, and (iii) the person or entity does not dispute that the claim is an obligation of the specific Debtor against which the claim is listed in the Schedules;

b. any person or entity who already has filed a signed Proof of Claim with Omni or the Clerk of the Bankruptcy Court for the Eastern District of Virginia against the respective Debtors with respect to the claim being asserted, utilizing a claim form that substantially conforms to the Proof of Claim Form;



e. any person or entity who holds a claim for which a separate deadline has been fixed by an order of the Court entered on or before the applicable Bar Date;

f. any person or entity who holds an equity interest in the Debtors, which interest exclusively is based upon the ownership of common or preferred stock, membership interests, partnership interests, or warrants, options, or rights to purchase, sell, or subscribe to such a security or interest; provided, that if any such holder asserts a claim (as opposed to an ownership interest) against the Debtors (including a claim relating to an equity interest or the purchase or sale of such equity interest), a Proof of Claim, as applicable, must be filed on or before the applicable Bar Date pursuant to the Procedures set for the herein;


h. any entity whose claim is solely against any of the Debtors’ non-Debtor affiliates; and



k. any holder of a claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code, other than a claim asserting priority pursuant to section 503 of the Bankruptcy Code; and


WEIL:\97439896\7\54457.0007

l. (i) the prepetition lenders party to that certain Credit Agreement, dated March 7, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “ABL Credit Agreement,” and such lenders, the “ABL Lenders”) on account of claims arising thereunder; (ii) the prepetition lenders party to that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “Term Loan Agreement,” and such lenders, the “Term Lenders”) on account of claims arising thereunder; and (iii) the prepetition holders of notes issued pursuant to those certain Indentures, dated July 13, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “IPCo Indentures,” and such holders, the “IPCo Noteholders”) on account of claims arising thereunder; provided that the administrative agent under the ABL Credit Agreement and the Term Loan Agreement, respectively, and trustees under the IPCo Indentures may file a single consolidated Proof of Claim on behalf of the ABL Lenders, Term Lenders, and IPCo Noteholders, as applicable.

The fact that you have received this notice does not mean that you have claim or that the Debtors or the Court believe that you have a claim against the Debtors. You should not file a Proof of Claim if you do not have a claim against any of the Debtors.

3. INSTRUCTIONS FOR FILING PROOFS OF CLAIM

Except as otherwise set forth herein, each entity that asserts a claim against the Debtors that arose before the Petition Date MUST file a Proof of Claim.

The following procedures with respect to preparing and filing of Proofs of Claim will apply; provided, however, the Debtors in their discretion may waive any defects in a Proof of Claim:

a. Proofs of Claim must substantially conform to the attached Proof of Claim Form or Official Bankruptcy Form No. 410;


c. Except as otherwise set forth herein, if a claimant asserts a claim against more than one Debtor or has claims against different Debtors, the claimant must file a separate Proof of Claim, as applicable, against each Debtor;




WEIL:\97439896\7\54457.0007


f. A Proof of Claim shall be deemed timely filed only if it actually is received by Omni as set forth in subparagraph (d) above, in each case, on or before the applicable Bar Date; and


4. CONSEQUENCES OF FAILURE TO TIMELY FILE A PROOF OF CLAIM BY THE APPLICABLE BAR DATE

Pursuant to the Bar Date Order and Bankruptcy Rule 3003(c)(2), any holder of a claim who is required to timely file a Proof of Claim on or before the applicable Bar Date as provided herein, but fails to do so:

(a) shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution in these chapter 11 cases on account of such claim; and

(b) forever shall be barred, estopped, and enjoined from asserting such claim against each of the Debtors and their property (or filing a Proof of Claim with respect thereto), and each of the Debtors and their respective chapter 11 estates, successors, and property shall be forever discharged from any and all indebtedness or liability with respect to or arising from such claim.

5. THE DEBTORS’ SCHEDULES, ACCESS THERETO, AND CONSEQUENCES OF AMENDMENT

THEREOF

You may be listed as the holder of a claim against the Debtors in the Debtors’ Schedules of Assets and Liabilities or Schedules of Executory Contracts and Unexpired Leases (collectively, the “Schedules”). To determine if and how you are listed in the Schedules, please refer to the descriptions set forth on the enclosed Proof of Claim Form regarding the nature, amount, and status of your claims. If you received postpetition payments from the Debtors (as authorized by the Court) on account of your claim, the enclosed Proof of Claim Form will reflect the net amount of your claims. If the Debtors believe that you hold claims against more than one Debtor, you will receive multiple Proof of Claim Forms, each of which will reflect the nature and amount of your claim against each Debtor, as listed in the Schedules.

As set forth above, if you agree with the nature, amount, and status of your claim as listed in the Debtors’ Schedules and if your claim is not listed in the Schedules as “disputed,” “contingent,” or “unliquidated,” you need not file a Proof of Claim. Otherwise, or if you decide to file a Proof of Claim, you must do so before the Bar Date in accordance with the procedures set forth in this Notice.

Copies of the Schedules may be examined by interested parties on the Court’s electronic docket for the Debtors’ chapter 11 cases, which is posted (i) on the website established by Omni for the Debtors’ cases at https://www.omniagentsolutions.com/chinosclaims and (ii) on the Court’s website at https://www.vaeb.uscourts.gov/. A login and password to the Court’s Public Access to Electronic Court Records (“PACER”) are required to access the information on the Court’s website and can be obtained through the PACER Service Center at www.pacer.psc.uscourts.gov. Copies of the Schedules also may be examined between the hours of 8:00 a.m. and 5:00 p.m. (Eastern Time) Monday through Friday at the U.S. Bankruptcy Court, 701 East Broad Street, Suite 4000, Richmond, VA 23219-1888. Copies of the Debtors’ Schedules also may be obtained by written request to the Debtors’ claims agent, Omni, at the address and telephone number set forth below:


WEIL:\97439896\7\54457.0007

Chinos Holdings, Inc. Claims Processing c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100 Woodland Hills, CA 91367

Toll Free: (866) 991-828 International: (818) 924-2298

If the Debtors amend or supplement their Schedules after the date of entry of the Bar Date Order,

the Debtors shall give notice of any amendment or supplement to the holders of claims affected by such amendment or supplement within 10 days after filing such amendment or supplement, and such holders must file a Proof of Claim by the later of (a) the General Bar Date or the Governmental Bar Date, as applicable, and (b) 5:00 p.m. (Eastern Time) on the date that is 30 days from the date on which the Debtors provide notice of an amendment or supplement to the Schedules, or be forever barred from so doing, and such deadline shall be contained in any notice of such amendment or supplement of the Schedules provided to the holders of claims affected thereby.

6. RESERVATION OF RIGHTS

Nothing contained in this Notice is intended to or should be construed as a waiver of the Debtors’ right to: (a) dispute, or assert offsets or defenses against, any filed claim or any claim listed or reflected in the Schedules as to the nature, amount, liability, or classification thereof; (b) subsequently designate any scheduled claim as disputed, contingent, or unliquidated; and (c) otherwise amend or supplement the Schedules.

If you require additional information regarding the filing of a proof of claim, you may contact the Debtors’ Claims and Noticing Agent directly at: Omni, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367; telephone: (866) 991-8218 (toll-free) or (818) 924-2298 (international); or by e-mail at [email protected].

A holder of a possible claim against the Debtors should consult an attorney if such holder has any questions regarding this Notice, including whether the holder should file a Proof of Claim.

Dated: Richmond, Virginia BY ORDER OF THE COURT ____________, 2020

WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Ryan Preston Dahl, Esq. Candace M. Arthur, Esq. Daniel Gwen, Esq. 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, VA 23219 Tel: (804) 788-8200 Fax: (804) 788-8218

PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION


WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP …€¦ · WEIL:\97439896\7\54457.0007 WEIL,...

Documents

Transcript of WEIL, GOTSHAL & MANGES LLP HUNTON ANDREWS KURTH LLP …€¦ · WEIL:\97439896\7\54457.0007 WEIL,...