QUINN EMANUEL URQUHART & HUNTON ANDREWS KURTH LLP SULLIVAN, LLP pro hac ...

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 1 of 38

QUINN EMANUEL URQUHART & SULLIVAN, LLP Susheel Kirpalani (pro hac vice admission pending) Daniel S. Holzman (pro hac vice admission pending) Eric Kay (pro hac vice admission pending) 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: 212-849-7000 Facsimile: 212- 849-7100

-and-

Jennifer Nassiri (pro hac vice admission pending) 865 S Figueroa Street, 10th Floor Los Angeles, California 90017 Telephone: 213-443-3000 Facsimile: 213-443-3100

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 J. Crew Operating Corp.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTER DISTRICT OF VIRGINIA RICHMOND DIVISION

In re: CHINOS HOLDINGS, INC., et al.,1

Debtors.

? ? Chapter 11 ? ? Case No. 20?32181 (KLP) ? ? (Jointly Administered) ?

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 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 2 of 38

SUPPLEMENTAL DECLARATION OF SUSHEEL KIRPALANI IN SUPPORT OF THE APPLICATION OF DEBTOR J. CREW OPERATING CORP., PURSUANT TO 11 U.S.C. ?? 105(a), 327(e), AND 328(a), BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, FOR ENTRY OF AN ORDER

AUTHORIZING EMPLOYMENT AND RETENTION OF QUINN EMANUEL URQUHART & SULLIVAN, LLP

Pursuant to Bankruptcy Rule 2014(a),2 I, Susheel Kirpalani, hereby declare as follows: 1. I am over the age of 18 years, and I am competent to make this declaration. 2. I am an attorney duly admitted to practice in the State of New York. 3. I am a partner in the law firm of Quinn Emanuel Urquhart & Sullivan, LLP ("Quinn Emanuel" or "the Firm"). I submit this supplemental declaration (the "Supplemental Declaration") with respect to the Application of Debtor J. Crew Operating Corp., Pursuant to 11 U.S.C. ?? 105(a), 327(e), and 328(a), Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 20141 and 2016-1, for Entry of an Order Authorizing the Employment and Retention of Quinn Emanuel Urquhart & Sullivan, LLP (the "Application") [Dkt. No. 223]. 4. I submit this Supplemental Declaration to provide additional disclosure regarding (1) Quinn Emanuel's pre-petition services and the retainer it received in connection with its services, (2) Quinn Emanuel's connections with parties involved in the 2017 Transaction and other parties in interest of the J. Crew Operating Corp ("OpCo" or the "Debtor") and its affiliates. Further, a revised proposed order is attached hereto as Exhibit A, and a blackline reflecting changes to the proposed order previously submitted with the Application is attached hereto as Exhibit B.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application or the Interim DIP Order, as appropriate.

2

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 3 of 38

I. Quinn Emanuel's Pre-Petition Services 5. Quinn Emanuel started performing services for the Debtor in connection with the

2017 Transaction Review on April 26, the date of Quinn Emanuel's Engagement Letter (Proposed Revised Order, Schedule 1). As discussed in the Application, Quinn Emanuel received a retainer in the amount of $300,000.00 for professional services performed or to be performed relating to the 2017 Transaction Review and for reimbursement of reasonable and necessary expenses. As of the Petition Date, taking into account of the amount of fees billed through May 3, 2020, the remaining balance of the retainer was $103,528.50. Quinn Emanuel will hold such remaining balance to be applied until the conclusion of Quinn Emanuel's involvement in these Chapter 11 Cases, and solely to the extent allowed by the Court. II. Quinn Emanuel's Connections with Parties in Interest

9. Quinn Emanuel did not previously represent any party involved in the 2017 Transaction. In addition, Quinn Emanuel did not previously represent the Debtor or any of its affiliates. In Schedule 2 of the Application, Quinn Emanuel disclosed its relationships with various parties in interest of the Debtor or its affiliates to the extent that they are current or former clients of the Firm. Quinn Emanuel hereby supplements that disclosure with a revised Schedule 2, attached to this Supplemental Declaration, cross-referencing entities that are (1) current or former clients of Quinn Emanuel and (2) parties in interest of the Debtor or its affiliates. None of the entities in the revised Schedule 2 appears to have any connection to the subject matter being investigated by the Review Committee.

10. In addition, Quinn Emanuel has obtained full conflict waivers for any of its current or former clients who may be connected to the subject matter being investigated by the Review Committee. Quinn Emanuel can be adverse to those entities, litigate and file suit against any of them if the Review Committee decides to do so.

3

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 4 of 38

Pursuant to 28 U.S.C. ? 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief. Dated: May 22, 2020

/s/ Susheel Kirpalani Susheel Kirpalani Partner in Quinn Emanuel Urquhart & Sullivan, LLP

4

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 5 of 38

REVISED SCHEDULE 2

Name of Entity Searched

Name of Entity and/or Affiliate of Entity that is Client

Relationship to Debtor

Former/ Current Client of QE

ACE

ACE

Insurance

Former

AIG

AIG

Insurance

Current

Akin Gump Strauss Hauer Akin Gump Strauss

& Feld LLP

Hauer & Feld LLP

Ordinary Course Professional

Current

Allianz Allianz Global Corporate & Specialty Allianz Global Risk US Insurance Company

Allianz Global entities Allianz Global Corporate & Specialty Allianz Global Risk US Insurance Company

Insurance

Current

American Express American Express Travel

American Express

American Express Travel ? Vendor; American Express ? Creditors/Interested

Parties

Current

Anchorage Advisors Management, L.L.C. Anchorage Capital CLO 11 LTD Anchorage Capital CLO 13 LTD Anchorage Capital CLO 14 LTD Anchorage Capital CLO 1R LTD Anchorage Capital CLO 2013 1 LTD Anchorage Capital CLO 2018 10 LTD Anchorage Capital CLO 3R LTD Anchorage Capital CLO 4R LTD Anchorage Capital CLO 5R LTD Anchorage Capital CLO 6 LTD Anchorage Capital CLO 7 LTD Anchorage Capital CLO 8 LTD

Anchorage Capital

Creditors/Interested Parties

Term Loan Lenders; Significant Shareholders

Current

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 6 of 38

Name of Entity Searched

Anchorage Capital CLO 9 LTD Anchorage Capital Master Offshore Ltd Anchorage Credit Funding 1 LTD Anchorage Credit Funding 10 LTD Anchorage Credit Funding 2 LTD Anchorage Credit Funding 3 LTD Anchorage Credit Funding 4 LTD Anchorage Credit Funding 5 LTD Anchorage Credit Funding 6 LTD Anchorage Credit Funding 7 LTD Anchorage Credit Funding 8 LTD Anchorage Credit Funding 9 LTD Anchorage Capital Group, L.L.C. Anchorage Offshore

Name of Entity and/or Affiliate of Entity that is Client

Angelo Gordon

Angelo Gordon

Anthem, Inc.

Anthem, Inc.

AON

AON

AT&T Wireless

AT&T

AXA X.L. America, Inc. Axis Insurance Company

AXA X.L. America, Inc.

Axis Insurance Company

Relationship to Debtor

Former/ Current Client of QE

Member of the Ad Hoc Group of Creditors Creditors/Interested Party Insurance Current Directors Affiliations

Insurance

Insurance

Current Former Current Former Current Former

6

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 7 of 38

Name of Entity Searched

Name of Entity and/or Affiliate of Entity that is Client

Relationship to Debtor

Former/ Current Client of QE

Bank of America Merrill Lynch Bank of America, N.A NHB Bank of America Distressed Trade

Bank of America

Term Loan Lenders; Holders of Bank Accounts

Former

Bell Atlantic Master Trust by Credit Value Partners

Bell Atlantic

Term Loan Lenders

Former

Blue Cross Blue Shield Association

Blue Cross Blue Shield Association

Creditors/Interested Party

Former

BNY Mellon

BNY Mellon

Landlords and Parties to Leases

Current

Brookfield

Brookfield

Landlords and Parties to Leases

Current

C.N.A.

C.N.A.

Insurance

Former

CalPERS

CalPERS

Landlords and Parties to Leases

Current

Calvin Klein

Calvin Klein

Current DirectorsAffiliations

Former

Capgemini America Inc.

Capgemini America Inc.

Vendors/Suppliers

Former

Caruso Affiliated Holdings Caruso Affiliated Holdings

Landlords and Parties to Leases

Former

Caruso Affiliated Holdings Caruso Properties

Landlords and Parties to Leases

Current

CB Richard Ellis Investors CB Richard Ellis Investors

Landlords and Parties to Leases

Current

CenterCal Properties

CenterCal Properties

Landlords and Parties to Leases

Former

Chubb Group of Insurance Chubb Group of

Companies

Insurance Companies

Insurance

Former

CJ Segerstrom & Sons

CJ Segerstrom & Sons Landlords and Parties to Leases

Current

Continental Casualty Company

Continental Casualty Company

Insurance

Former

7

Case 20-32181-KLP Doc 304 Filed 05/22/20 Entered 05/22/20 13:30:00 Desc Main Document Page 8 of 38

Name of Entity Searched

Name of Entity and/or Affiliate of Entity that is Client

Creative Artists Agency

Creative Artists Agency

CVC Credit Partners Global Yield Master LP

CVC Credit Partners Global Yield Master LP

CVS Caremark

CVS Caremark

Davidson Kempner Capital Management LP

Davidson Kempner Capital Management LP

Deloitte Consulting LLP Deloitte Tax LLP

Deloitte

Deutsche Bank AG Cayman Islands

Deutsche Bank

Developers Diversified Developers Diversified Realty. (DDR Corp.) Development Diversified Realty Corp.

Developers Diversified

Discover

Discover

Dollar Financial Group, Inc.

Dominion Energy North Carolina Dominion Energy Ohio Dominion Energy South Carolina Dominion Energy Dominion VA/NC Power

DTZ

Dollar Financial Group, Inc. Dominion Energy

DTZ

Duke Energy Duke Energy Progress

Dynegy Energy Services

Duke Energy

Dynegy Energy Services

Relationship to Debtor

Current Directors ? Affiliations

Term Loan Lenders

Creditors/Interested Parties

Creditors/Interested Parties

Ordinary Course Professional

Term Loan Lenders

Landlords and Parties to Leases

Creditors/Interested Parties

Current Directors Affiliations

Utility Providers/Utility Brokers

Landlords and Parties to Leases

Utility Providers/Utility Brokers

Utility Providers/Utility Brokers

Former/ Current Client of QE Former Former

Current Current

Former Former Former

Former Former Current

Former Current Former

8

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download