20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 1 of 70 Lucy F. Kweskin Jeff J. Marwil (pro hac vice pending) Matthew A. Skrzynski Brooke H. Blackwell (pro hac vice pending) PROSKAUER ROSE LLP PROSKAUER ROSE LLP Eleven Times Square 70 West Madison, Suite 3800 New York, New York 10036 Chicago, IL 60602 Telephone: (212) 969-3000 Telephone: (312) 962-3550 Facsimile: (212) 969-2900 Facsimile: (312) 962-3551 Peter J. Young (pro hac vice pending) PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067-3010 Telephone: (310) 557-2900 Facsimile: (310) 557-2193 Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC) Debtors.1 (Jointly Administered) FIRST SUPPLEMENTAL DECLARATION OF BRIAN M. CASHMAN IN CONNECTION WITH THE RETENTION OF BERKELEY RESEARCH GROUP, LLC TO PROVIDE BRIAN CASHMAN AS CHIEF RESTRUCTURING OFFICER AND CERTAIN ADDITIONAL PERSONNEL FOR THE DEBTORS I, Brian M. Cashman, make this declaration pursuant to 28 U.S.C. § 1746, and state: 1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens Of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007. 20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 2 of 70 1. I am a Managing Director of Berkeley Research Group, LLC (“BRG”), a financial advisory services firm with numerous offices throughout the country and around the globe that helps organizations in three key areas: disputes and investigations, corporate finance, and performance improvement and advisory. 2. On September 23, 2020, the Debtors filed the Application of Debtors for Entry of an Order Pursuant to Sections 105 and 363 of the Bankruptcy Code Authorizing the Retention of Berkeley Research Group, LLC to Provide Brian Cashman as Chief Restructuring Officer and Certain Additional Personnel for the Debtors Effective as of the Petition Date (the “Application”) [Docket No. 70]. In support of the Application, the Debtors filed the Declaration of Brian M. Cashman in Support of Application of Debtors for Entry of an Order Pursuant to Sections 105 and 363 of the Bankruptcy Code Authorizing the Retention of Berkeley Research Group, LLC to Provide Brian Cashman as Chief Restructuring Officer and Certain Additional Personnel for the Debtors Effective as of the Petition Date, which was attached to the Application as Exhibit B [Docket No. 70-2, Ex. B] (the “Initial Declaration”). I submit this first supplemental declaration (the “Declaration”) in accordance with the Bankruptcy Code and Bankruptcy Rules and to provide additional disclosures as required under Bankruptcy Rule 2014.2 Additional Disclosures 3. As of the date hereof, all of the BRG personnel who are performing work on this engagement are employees of Berkeley Research Group, LLC, which is also the entity that has been retained to provide the Chief Restructuring Officer (“CRO”) and additional personnel in these Cases. For the avoidance of doubt; however, and for the purposes of disclosure, a list of BRG’s 2 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at BRG and are based on information provided by them. 2 20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 3 of 70 affiliate entities is attached hereto as Exhibit A. None of BRG’s affiliate entities trade equity or debt securities. Moreover, it is not currently contemplated that any employees of the affiliate entities will work on these Cases; however, to the extent the Debtors request such assistance I will file a further supplemental disclosure and, to the extent necessary, any appropriate further retention application. 4. To the extent BRG requires services of its international divisions or personnel from specialized practices, the standard hourly rates for that international division or specialized practice will apply. To be clear, however, to the extent any such services are required they would be billed in U.S. dollars. As more specifically set forth in the Application, BRG has disclosed the rates scheme for its professionals and the particular rates of certain of the specific professionals that will be working on these Cases. 5. The database that BRG queries to determine its lack of conflicts and disinterestedness incorporates the names of individuals and entities that are present and former clients both of BRG and all of its affiliates, subsidiaries, and parent entities, from the inception of the firm to the present. A case is considered closed and thus the client considered a former client when the engaged professionals determine, either by express request from the client or its counsel or through prolonged inactivity/unresponsiveness, that the engagement has concluded. 6. BRG has searched its electronic database of present and former clients of BRG for connections to parties in interest in these Chapter 11 Cases, and certain connections were disclosed in the Initial Declaration. BRG became aware of additional parties in interest in these Chapter 11 Cases and has therefore updated those conflicts searches. 7. BRG has been informed of certain additional parties in interest to these Chapter 11 Cases. An updated version of the Potential Parties in Interest (as defined in the Initial Declaration) 3 20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 4 of 70 is attached as Schedule 1 hereto, and BRG’s relationships therewith are delineated on Schedule 2 hereto. None of the relationships listed on Schedule 2 are related to the Debtors or these Chapter 11 Cases. Given this, to the best of my knowledge, information, and belief, BRG neither holds nor represents any interest adverse to the Debtors’ estates and remains a disinterested party. Further, all disclosures made herein and in the Initial Declaration pertaining to BRG’s conflict check process and relationships with parties in interest are incorporated herein by reference and are fully applicable to the parties listed on Schedule 2 hereto. 8. For the avoidance of doubt, and as described above and in paragraphs 24, 25, and 32 through 34 of the Initial Declaration, to the best of my knowledge, information, and belief, neither BRG (inclusive of its affiliates, subsidiaries, and parent entities) nor I nor any other Managing Director or Director of BRG holds or represents an interest adverse to the Debtors, their estates, creditors, shareholders, or any other party in interest herein or their respective attorneys, except that BRG has provided other consulting services, and may in the future provide such services to certain of the Debtors’ creditors or other parties in interest on matters wholly unrelated to the Debtors or these cases. 9. As set forth in Exhibit B-2 to the Initial Declaration and Schedule 2 hereto, BRG has certain relationships with certain parties-in-interest in these cases, but such relationships do not create an interest materially adverse to the interests of the estate or of any class of creditors or equity security holders as they are unrelated to either the Debtors or these cases and do not create any direct or indirect relationship to, connection with, or interest in the Debtors. Based on that review conduct by BRG and as set forth on Schedule 2, BRG represents that, to the best of its knowledge, BRG knows of no fact or situation that would represent a conflict of interest for BRG with regard to these Case or that would prohibit BRG 4 20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 5 of 70 from being adverse to any person or entity listed on Schedule 2 in connection with BRG’s work on behalf of the Debtors in these Cases. Each of the entities listed on Schedule 2 represent less than 1% of BRG’s revenue, BRG nevertheless discloses the following: (a) BRG has eight active and 14 closed client matters with JPMorgan Chase Bank, N.A. and affiliates. The active matters pertain to consulting services related to expert witness testimony, analyses of internal JPMorgan practices, and consulting services related to loans held. The closed matters pertain to litigation related consulting services on matters pertaining to lending practices, labor claims, loans held by the bank, none of which are related to the Debtors or these Cases. (b) BRG has two active and two closed client matters with CIT Group. One active matter pertains to an analysis of damages in relation to a litigation, one to the financial review of a company to whom CIT is a lender, and both closed matters pertain to advisory services in regards to regulatory and compliance issues. 10. To the extent that BRG discovers any additional facts or information bearing on matters described in this Declaration that require disclosure, during the period of the Debtors’ retention of BRG, I will file a supplemental disclosure with the Court. [Remainder of page intentionally left blank] 5 20-12097-scc Doc 272 Filed 11/23/20 Entered 11/23/20 18:54:58 Main Document Pg 6 of 70 Pursuant to 28 U.S.C.