Case 20-33113-KRH Doc 621 Filed 09/16/20 Entered 09/16/20 21:59:43 Document Page 1 of 3 KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Edward O. Sassower, P.C. Steven N. Serajeddini, P.C. (admitted pro hac vice) 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andJohn R. Luze (admitted pro hac vice) 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Desc Main COOLEY LLP Cullen D. Speckhart (VSB 79096) Admitted to practice in New York, Virginia, Missouri and Texas; Not admitted to practice in DC, supervised by members of DC bar Olya Antle (VSB 83153) Admitted to practice in Virginia; Not admitted to practice in DC, supervised by members of DC bar 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Telephone: (202) 842-7800 Facsimile: (202) 842-7899 Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION In re: ASCENA RETAIL GROUP, INC., et al., 1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 20-33113 (KRH) (Jointly Administered) NOTICE OF SUCCESSFUL BIDDER WITH RESPECT TO THE AUCTION FOR THE CATHERINES ASSETS On August 27, 2020, the Bankruptcy Court entered the Order (I) Approving the Stalking Horse Protections, (II) Approving Bidding Procedures for the Sale of the Catherines Assets, and (III) Approving Contract Assumption and Assignment Procedures [Docket No. 455] (the “Bidding Procedures Order”), 2 by which the Bankruptcy Court approved the Bidding Procedures and Stalking Horse Protections, subject to the terms of the Stalking Horse Purchase Agreement, as modified by the Bidding Procedures Order. 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.primeclerk.com/ascena. The location of Debtor Ascena Retail Group, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 933 MacArthur Boulevard, Mahwah, New Jersey 07430. 2 All capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Bidding Procedures Order or the Debtors’ Motion for Entry of an Order (I) Establishing Bidding Procedures and Granting Related Relief and (II) Approving the Sale of Catherines Assets Free and Clear of Liens, Claims, Encumbrances, and Interests [Docket No. 86], as applicable. Case 20-33113-KRH Doc 621 Filed 09/16/20 Entered 09/16/20 21:59:43 Document Page 2 of 3 Desc Main PLEASE TAKE FURTHER NOTICE that, on September 16, 2020, at 10:00 a.m. (prevailing Eastern Time), pursuant to the Bidding Procedures Order, the Debtors conducted the Auction with respect to the Catherines Assets via videoconference or such other form of remote communication arranged by counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that, at the conclusion of the Auction, the Debtors, in consultation with their professionals, selected FullBeauty Brands Operations, LLC as the Successful Bidder and City Chic Collective USA Incorporated as the Back-Up Bidder. PLEASE TAKE FURTHER NOTICE that the Successful Bid has a base purchase price of $40.8 million and the Back-Up Bid has a base purchase price of $39.9 million. PLEASE TAKE FURTHER NOTICE that, pursuant to the Bidding Procedures Order, the Stalking Horse Purchaser is entitled to the Stalking Horse Protections, including a Break-Up Fee and Expense Reimbursement, to be paid on the terms set forth in the Stalking Horse Purchase Agreement, and as modified by the Bidding Procedures Order. PLEASE TAKE FURTHER NOTICE that, pursuant to the Bidding Procedures Order, the Debtors, within five (5) business days of the filing of this Notice, will file on the docket, but not serve, a notice detailing the Expense Reimbursement proposed to be paid. All parties will have fourteen days from the date such notice is served to file a written objection, compliant with the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, and all orders of the Court, to the Expense Reimbursement and shall serve such objection on the Debtors, counsel to the Debtors, and the Notice Parties. PLEASE TAKE FURTHER NOTICE that the Sale Hearing to consider approval of the sale of the Catherines Assets to the Successful Bidder at the Auction, free and clear of all liens, claims, interests, and encumbrances in accordance with Bankruptcy Code section 363(f), will be held before the Honorable Judge Kevin R. Huennekens, at the Court, 701 East Broad Street, 5th Floor, Courtroom No. 5000, Richmond, Virginia 23219, on September 21, 2020 at 11:00 a.m. (prevailing Eastern Time) by remote video conference. PLEASE TAKE FURTHER NOTICE that, at the Sale Hearing, the Debtors will seek the Court’s approval of the Successful Bid. Unless the Court orders otherwise, the Sale Hearing shall be an evidentiary hearing on matters relating to the Catherines Sale and there will be no further bidding at the Sale Hearing. PLEASE TAKE FURTHER NOTICE that copies of the Catherines Sale Motion, the Bidding Procedures Order, this Notice, and any other related documents are available: (a) upon request to Prime Clerk LLC by calling (877) 930-4319 (toll free) or, for international callers, (347) 817-4076; (b) by visiting the website maintained in these chapter 11 cases at http://www.cases.primeclerk.com/ascena; or (c) for a fee via PACER by visiting http://www.vaeb.uscourts.gov. 2 Case 20-33113-KRH Doc 621 Filed 09/16/20 Entered 09/16/20 21:59:43 Document Page 3 of 3 Desc Main Dated: September 16, 2020 /s/ Cullen D. Speckhart KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Edward O. Sassower, P.C. Steven N. Serajeddini, P.C. (admitted pro hac vice) 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andJohn R. Luze (admitted pro hac vice) 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Counsel to the Debtors and Debtors in Possession COOLEY LLP Cullen D. Speckhart (VSB 79096) Admitted to practice in New York, Virginia, Missouri and Texas; Not admitted to practice in DC, supervised by members of DC bar Olya Antle (VSB 83153) Admitted to practice in Virginia; Not admitted to practice in DC, supervised by members of DC bar 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Telephone: (202) 842-7800 Facsimile: (202) 842-7899