Case 21-10269-ABA Doc 167 Filed 02/05/21 Entered 02/05/21 17:56:46 Desc Main Document Page 1 of 6 COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey 07602-0800 (201) 489-3000 (201) 489-1536 Facsimile Michael D. Sirota ([email protected]) Felice R. Yudkin ([email protected]) Jacob S. Frumkin ([email protected]) Matteo Percontino ([email protected]) Rebecca W. Hollander ([email protected]) Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: Chapter 11 CHRISTOPHER & BANKS CORPORATION, Case No. 21-10269 (ABA) et al., Jointly Administered Debtors.1 NOTICE OF POTENTIAL ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES AND CURE AMOUNTS PLEASE TAKE NOTICE THAT: 1. The above-captioned debtors (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of New Jersey (the “Court”) on January 13, 2021 (the “Petition Date”). 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification number, as applicable, are as follows: Christopher & Banks Corporation (5422), Christopher & Banks, Inc. (1237), and Christopher & Banks Company (2506). The Debtors’ corporate headquarters is located at 2400 Xenium Lane North, Plymouth, Minnesota 55441. 61893/0001-40111166v1 Case 21-10269-ABA Doc 167 Filed 02/05/21 Entered 02/05/21 17:56:46 Desc Main Document Page 2 of 6 2. On January 25, 2021, the Debtors filed a motion (the “Bidding Procedures Motion”)2 with the Court seeking entry of the Bidding Procedures Order. On February 2, 2021, the Court entered the Bidding Procedures Order that, among other things, approved (a) the Bidding Procedures pursuant to which the Debtors will solicit and select the highest and otherwise best offer for the sale (the “Sale”) of all or certain of the Debtors’ assets (the “Acquired Assets”), (b) the form and manner of notice related to the Sale, (c) the procedures for the assumption and assignment of executory contracts and unexpired leases in connection with the Sale, including notice of proposed cure amounts (the “Assumption and Assignment Procedures”), (d) scheduled the hearing (the “Sale Hearing”) to enter an order approving the Sale to the Stalking Horse Bidder or such other Successful Bidder (the “Sale Order”) for February 23, 2021, at 1:00 p.m. (ET), and (e) scheduled the hearing (the “Lease Adequate Assurance Hearing”) to address all objections to adequate assurance of future performance with respect to Real Property Leases (the “Lease Adequate Assurance Objections”) for February 25, 2021, at 2:00 p.m. (ET). 3. Upon the closing of the Sale, the Debtors intend to assume and assign to the Successful Bidder certain Contracts and Leases. A schedule listing the Contracts and Leases that may potentially be assumed and assigned as part of the Sale is attached hereto as Exhibit A (the “Contracts Schedule”) and may also be viewed free of charge on the Debtors’ case information website, located at https://omniagentsolutions.com/ChristopherBanks (the “Case Management Website”), or can be requested by e-mail at [email protected]. In addition, the Cure Amounts, if any, necessary for the assumption and assignment of such Contracts and Leases are also set forth on the Contracts Schedule. Each Cure Amount listed on the Contracts Schedule represents the amount necessary to cure all liabilities of any nature of the Debtors arising under a Contract or Lease prior to the closing of the Sale or other applicable effective date of the assumption and assignment of such Contract or Lease, whether known or unknown, whether due or to become due, whether accrued, absolute, contingent or otherwise, so long as such liabilities arise out of or relate to events occurring prior to the closing of the Sale or other applicable effective date of the assumption and assignment of such Contract or Lease. For any Contract or Lease that is not listed in the Contracts Schedule, the Successful Bidder may decide to (i) reject the Contract or Lease or (ii) include the Contract or Lease for a period of time until the Successful Bidder determines whether such Contract or Lease should be assumed or rejected. 4. YOU ARE RECEIVING THIS NOTICE BECAUSE YOU HAVE BEEN IDENTIFIED AS A COUNTERPARTY TO A CONTRACT OR LEASE THAT MAY BE ASSUMED AND ASSIGNED AS PART OF THE SALE. Under the terms of the Assumption and Assignment Procedures, unless otherwise provided in the Successful Bidder’s Asset Purchase Agreement (as defined in the Bidding Procedures), at any time prior to the date of closing of the Sale, the Debtors may (a) remove a Contract or Lease from the Contracts Schedule or (b) modify the previously-stated Cure Amount associated with any Contract or Lease. The Successful Bidder may also amend the Contracts Schedule pursuant to Section 2.6 of the Asset 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bidding Procedures Motion or the Bidding Procedures Order, as applicable. 2 61893/0001-40111166v1 Case 21-10269-ABA Doc 167 Filed 02/05/21 Entered 02/05/21 17:56:46 Desc Main Document Page 3 of 6 Purchase Agreement. The presence of a Contract or Lease listed the Contracts Schedule does not constitute an admission that such Contract or Lease is an executory contract or unexpired lease or that such Contract or Lease will be assumed and assigned as part of the Sale. The Debtors reserve all of their rights, claims and causes of action with respect to the Contracts and Leases listed on the Contracts Schedule. Subject to the description set forth in paragraph 24(f) of the Motion, any Contracts or Leases not listed in the Contracts Schedule will either be listed as rejected or as a designated contract. 5. The Debtors note that the Stalking Horse Bidder is not seeking to acquire any Real Property Leases of the Debtors’ retail stores. Nevertheless, the Debtors are sending this Notice to counterparties to Real Property Leases of the Debtors’ retail stores out of an abundance of caution. To the extent any Qualified Bidders seek to acquire any Real Property Leases of the Debtors’ retail stores, the Debtors will, within twenty-four (24) hours of the Bid Deadline, file a notice on the docket indicating that certain Qualified Bids contemplate the assumption of Real Property Leases of the Debtors’ retail stores. 6. Pursuant to the Assumption and Assignment Procedures, objections to the proposed assumption and assignment of a Contract or Lease (an “Assumption and Assignment Objection”), including any objection relating to the Cure Amount or adequate assurance of the Stalking Horse Bidder’s future ability to perform, must (a) be in writing, (b) comply with the Bankruptcy Code, Bankruptcy Rules and Local Rules, (c) state, with specificity, the legal and factual bases thereof, including, if applicable, the Cure Amount that the Counterparty believes is required to cure defaults under the relevant Contract or Lease, (d) be filed by no later than 4:00 p.m. (ET) fourteen (14) days after filing and service of the Potential Assumption and Assignment Notice and (e) be served on (i) counsel to the Debtors Cole Schotz P.C., 25 Main Street, Hackensack, New Jersey 07601, Attn: Michael D. Sirota and Felice R. Yudkin ([email protected] and [email protected]); (ii) counsel for the Stalking Horse Bidder, Riemer & Braunstein LLP, Times Square Tower, Suite 2506, Seven Times Square, New York, New York 10036, Attn: Steven E. Fox; ([email protected]); (iii) counsel for the Debtors’ prepetition senior secured lenders, Riemer & Braunstein LLP, Times Square Tower, Suite 2506, Seven Times Square, New York, New York 10036, Attn: Steven E. Fox; ([email protected]), (v) counsel to the Official Committee of Unsecured Creditors, Pachulski Stang Ziehl & Jones LLP, 780 Third Avenue, 34th Floor, New York, NY 10017-2024, Attn: Bradford J. Sandler ([email protected] ) and Robert J. Feinstein ([email protected]) and Kelley Drye & Warren LLP, One Jefferson Road, Second Floor, Parsippany, NJ 07054, Attn: James S. Carr ([email protected]) and Dana P. Kane ([email protected]); and (vi) the Office of the United States Trustee, One Newark Center, 1085 Raymond Boulevard, Suite 2100, Newark, NJ 07102, Attn: Jeffrey Sponder and Lauren Bielskie ([email protected] and [email protected]) (collectively, the “Assumption and Assignment Objection Notice Parties”). Notwithstanding the foregoing, with respect to objections to the Debtors’ proposed Cure Amounts with respect to Real Property Leases, such objections need not be filed with the Court and the Debtors shall accept informal Assumption and Assignment Objections via email to the parties listed in clauses (e)(i) and (e)(ii) above on or before the deadline set forth in this paragraph. 7. In the event that any Contract or Lease is added to the Contracts Schedule or any previously-stated Cure Amounts are modified, the Debtors will promptly serve a Supplemental 3 61893/0001-40111166v1 Case 21-10269-ABA Doc 167 Filed 02/05/21 Entered 02/05/21 17:56:46 Desc Main Document Page 4 of 6 Assumption and Assignment Notice, by overnight mail and, if known, e-mail, on the applicable Counterparty. Objections, if any, to such Supplemental Assumption and Assignment Notice(s) (each a “Supplemental Assumption and Assignment Objection”) must (a) be in writing, (b) comply with the Bankruptcy Code, Bankruptcy Rules and Local Rules, (c) state, with specificity, the legal and factual bases thereof, including, if applicable, the Cure Amount that the Counterparty believes is required to cure defaults under the relevant Contract or Lease, (d) be filed by no later than ten (10) days from the date of service of such Supplemental Assumption and Assignment Notice and (E) be served on the Assumption and Assignment Objection Notice Parties.