Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 1 of 21 TROUTMAN PEPPER HAMILTON SANDERS LLP Brett D. Goodman 875 Third Avenue New York, NY 1002 Telephone: (212) 704.6170 Fax: (212) 704.6288 Email:[email protected] -and- Douglas D. Herrmann Marcy J. McLaughlin Smith (admitted pro hac vice ) Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, Delaware 19801 Telephone: (302) 777.6500 Fax: (866) 422.3027 Email: [email protected] [email protected] – and – RIEMER & BRAUNSTEIN LLP Steven E. Fox, Esq. (admitted pro hac vice) Times Square Tower Seven Times Square, Suite 2506 New York, NY 10036 Telephone: (212) 789.3100 Email: [email protected] Counsel for Agent UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY ) In re: ) Chapter 11 ) CHRISTOPHER & BANKS CORPORATION, et al., ) Case No. 21-10269 (ABA) ) ) (Jointly Administered) Debtors. 1 ) _______________________________________________________________________ 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. Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 2 of 21 DECLARATION OF SARAH BAKER IN SUPPORT OF DEBTORS’ MOTION FOR INTERIM AND FINAL ORDERS (A)(1) CONFIRMING, ON AN INTERIM BASIS, THAT THE STORE CLOSING AGREEMENT IS OPERATIVE AND EFFECTIVE AND (2) AUTHORIZING, ON A FINAL BASIS, THE DEBTORS TO ASSUME THE STORE CLOSING AGREEMENT, (B) AUTHORIZING AND APPROVING STORE CLOSING SALES FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES, (C) APPROVING DISPUTE RESOLUTION PROCEDURES, AND (D) AUTHORIZING CUSTOMARY BONUSES TO EMPLOYEES OF STORES I, Sarah Baker, make this declaration pursuant to 28 U.S.C. § 1746: I am Vice President and Assistant General Counsel of Hilco Trading, LLC (“Hilco Trading”), the parent company and managing member of Hilco Merchant Resources, LLC (“Hilco”) located at 5 Revere Drive, Suite 206, Northbrook, IL 60062. Hilco is a retail consulting firm that, together with its syndication partner, Gordon Brothers Retail Partners, LLC (“Gordon Brothers” and together with Hilco, “Agent”), is acting as debtors’ and debtors’ in possession (collectively, the “Debtors”) exclusive agent to assist with ongoing “store closing” or similar themed sales at certain of the Debtors’ retail locations that have been designated by Debtors’ management for closing (the “Closing Sales”) pursuant to that certain Letter Agreement Governing Inventory Disposition dated as of January 7, 2021, by and among Hilco and Debtors (the “Store Closing Agreement”). I submit this declaration (the “Declaration”) in support of the following motion: Debtors’ Motion for Interim and Final Orders (A)(1) Confirming, on an Interim Basis, that the Store Closing Agreement is Operative and Effective and (2) Authorizing, on a Final Basis, the Debtors to Assume the Store Closing Agreement, (B) Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims, and Encumbrances, (C) Approving Dispute Resolution Procedures, (D) Authorizing Customary Bonuses to Employees of Stores (Docket No. 16) (the “Motion”). Although not required for purposes of approval of the Motion pursuant to sections 363 2 Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 3 of 21 or 365 of the Bankruptcy Code, I submit this Declaration and disclose Hilco’s connections to the Debtors and Parties-In-Interest (as defined below) in support thereof. I have reviewed and am familiar with the Motion and the relief sought therein. The facts set forth in my Declaration are based upon my personal knowledge, information, and belief, and upon records kept in the ordinary course of business that were reviewed by me or other employees of Hilco Trading or Hilco, under my supervision and direction. If called as a witness, I would testify to the facts set forth in this Declaration. In the ordinary course of its business, Hilco Trading, Hilco, and Hilco’s affiliates (collectively, “Hilco Global”) maintain a database for purposes of performing “conflicts checks.” The database contains information regarding Hilco Global’s present and past representations and transactions. I obtained a list of the Debtors, certain of the Debtors’ creditors, and other parties in interest in the above-captioned cases from Debtors’ counsel for purposes of searching the aforementioned database and determining the connection(s) which Hilco or its affiliates has with such entities (collectively, the “Parties in Interest”). Hilco searched the aforementioned database for the Parties in Interest identified in the attached Schedule 1. Hilco’s search of the aforementioned database identified the connections listed on and described in the attached Schedule 2. Except with respect to Gordon Brothers, neither I, Hilco, nor any principal, partner, director, officer, or employee thereof, nor any professional retained by Hilco has agreed to share or will share any portion of the compensation to be received from the Debtors by Hilco with any other person other than the principals and regular employees of Hilco. Except with respect to entry into the Store Closing Agreement, performing services pre-petition in connection with the Store Closing Agreement, and except as set forth in Schedule 3 Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 4 of 21 2, to the best of my knowledge, neither I, Hilco, nor any principal, partner, director, officer, or employee thereof, nor any professional retained by Hilco, insofar as I have been able to ascertain, is a creditor, equity security holder, or an insider of any of the Debtors. To the best of my knowledge, neither I, Hilco, nor any principal, partner, director, officer, or employee thereof, nor any professional retained by Hilco, insofar as I have been able to ascertain, is or has been, within two years before the date of the filing of the petition(s) herein, a director, officer or employee of any of the Debtors. To the best of my knowledge, neither I, Hilco, nor any principal, partner, director, officer, or employee thereof, nor any professional retained by Hilco, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the matter(s) upon which Hilco is engaged, by reason of any direct or indirect relationship to, or connection with, or interest in, the Debtors or for any other reason. As a part of its large and diverse business operations, Hilco (including its affiliates) has previously, is currently, and may in the future appear or participate (as agent, consultant, appraiser, professional, advisor, investor, principal or otherwise) in numerous cases, proceedings, transactions and engagements, with, among other market participants, professionals, advisors, banks and other lenders, landlords, restructuring firms, liquidation firms, vendors, insurance carriers and brokers, operating companies, and equity and/or debt holders, each of whom may be involved in these proceedings, may represent Parties in Interest in these cases, and/or may be Parties in Interest in these cases (“Ordinary Course Interactions”). Except as otherwise set forth on Schedule 2, none of the Ordinary Course Interactions are believed to be matters directly connected or relating to the Debtors or these Chapter 11 cases, nor does Hilco believe that any of 4 Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 5 of 21 the Ordinary Course Interactions will interfere with or impair Hilco’s activities, actions, responsibilities or objectives in these cases. Hilco is conducting further inquiries regarding Hilco’s engagement by any creditors of the Debtors, and upon conclusion of that inquiry, or at any time during the period of Hilco’s engagement if Hilco should discover any facts bearing on the matters described herein, Hilco will supplement the information contained in this Declaration. [Remainder of page intentionally left blank] 5 Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 6 of 21 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing statements are true and correct. Dated: Northbrook, IL January __27, 2021 Sarah Baker Vice President & Assistant General Counsel Managing Member 6 Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 7 of 21 Schedule 1 Parties in Interest List Christopher & Banks Corporation (some parties may appear in multiple categories) Debtors Christopher & Banks Corporation Christopher & Banks, Inc. Christopher & Banks Company Equity Holders of 5% or More Jonathan Duskin Macellum Retail Opportunity Fund, L.P. Cleveland Capital, L.P. Current and Former (Last Three Years) Officers and Directors Jonathan Duskin Seth Johnson Kent Kleeberger (Chair) William F. Sharpe, III Allison M. Wing Keri Jones Richard Bundy Rachel Endrizzi Andrea Kellick Carmen Wamre Debtors’ Proposed Professionals B. Riley Securities, Inc. f/k/a B. Riley FBR, Inc. Berkeley Research Group LLC Cole Schotz P.C. Dorsey & Whitney LLP Omni Agent Solutions Secured Creditors Wells Fargo Bank, N.A. ALCC, LLC ReStore Capital, LLC 20 Largest Unsecured Creditors Cache Valley Bank Kostroma/Jiaxing Mengdi I.E Co. Presslink Limited Bluprint Clothing Corp. Simon Property Group LP Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 8 of 21 Salesforce.Com Inc Kostroma/Hangzhou Jiayi Garment Co. Ltd. GGP Limited Partnership Letys Fashion Design Inc. Kostroma/Jiangsu Guotai Huasheng Industrial Co.