Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 1 of 197 EXHIBIT A Proposed Order EAST\164566940.2 200224962 v5 Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 2 of 197 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) Charlotte Russe Holding, Inc. et al., ) Case No. 19-10210 (LSS) ) Debtors.1 ) (Jointly Administered) ) ) Related Docket Nos. __ & __ ORDER APPROVING MOTION OF THE DEBTORS FOR ENTRY OF AN ORDER (I) AUTHORIZING THE SALE OF CERTAIN INTELLECTUAL PROPERTY AND RELATED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES, (II) AUTHORIZING THE SELLERS TO ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (III) GRANTING OTHER RELATED RELIEF Upon consideration of the Motion of the Debtors for Entry of An Order (I) Authorizing the Sale Of Certain Intellectual Property And Related Assets Free And Clear Of All Liens, Claims, Interests And Encumbrances, (II) Authorizing the Sellers To Assume And Assign Certain Executory Contracts And Unexpired Leases, And (III) Granting Other Related Relief, [Docket No. __] , (the “Motion”);2 Debtors’ Combined Motion for Entry of an Order (I) Approving Bid and Sale Procedures, (II) Approving Certain Bidding Protections, (III) Approving the Form and Manner of Notice of the Sale and Assumption and Assignment of Executory Contracts and Unexpired Leases, (IV) Scheduling an Auction and Sale Hearing, and (V) Approving the Sale filed on February 4, 2019 [Docket No. 17], and the Debtors having signed that certain Asset Purchase Agreement (as may be amended from time to time in accordance with the terms thereof and this Order, the 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Charlotte Russe Holding, Inc. (4325); Charlotte Russe Holdings Corporation (1045); Charlotte Russe Intermediate Corporation (6345); Charlotte Russe Enterprise, Inc. (2527); Charlotte Russe, Inc. (0505); Charlotte Russe Merchandising, Inc. (9453); and Charlotte Russe Administration, Inc. (9456). The Debtors’ headquarters are located at 5910 Pacific Center Boulevard, Suite 120, San Diego, CA 92121. 2 All capitalized terms not otherwise defined in this Order have the meaning ascribed to them in the Motion or in the APA (as defined herein). Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 3 of 197 “APA”), a copy of which is attached hereto as Exhibit 1, contemplating the sale of certain of the Debtors’assets (specifically as defined in the APA, the “Purchased Assets”) to the purchaser named in the APA (the “Purchaser” and with respect to Purchaser Assumed Contracts, the term “Purchaser” includes Purchaser’s designee as assignee of the Purchaser Assumed Contracts) free and clear of any Claims, as defined herein (the “Sale Transaction”); and a hearing to consider the Motion having been held on March __, 2019 (the “Sale Hearing”), at which hearing the Court approved the Purchaser as the highest and otherwise best bidder for the Purchased Assets; and the Court having reviewed and considered the relief sought in the Motion, the APA, all objections to the Motion, and the arguments of counsel made, and the evidence proffered or adduced, at the Sale Hearing; and all parties in interest having been heard or having had the opportunity to be heard regarding the Sale Transaction and the relief requested in this Order; and due and sufficient notice of the Sale Hearing and the relief sought therein having been given under the particular circumstances of these chapter 11 cases; and it appearing that no other or further notice need be provided; and upon the Declaration of Stuart Erickson in Support of the Motion of the Debtors for Entry of An Order (I) Authorizing the Sale Of Certain Intellectual Property And Related Assets Free And Clear Of All Liens, Claims, Interests And Encumbrances, (II) Authorizing the Sellers To Assume And Assign Certain Executory Contracts And Unexpired Leases, And (III) Granting Other Related Relief, [Docket No. ___] (the “Erickson Declaration”); and it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and it appearing that the Court has jurisdiction over this matter; and it further appearing that the legal and factual bases set forth in the Motion and at the Sale Hearing establish just cause for the relief granted herein; and after due deliberation thereon, 2 Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 4 of 197 THE COURT HEREBY FINDS THAT:3 Jurisdiction and Venue A. This Court has jurisdiction to hear and determine the Motion pursuant to 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these cases and proceedings is proper in this District and this Court under 28 U.S.C. §§ 1408 and 1409. Statutory Predicates B. The statutory predicates for the relief requested in the Motion are Bankruptcy Code sections 105, 363, and 365. Such relief is also warranted pursuant to Bankruptcy Rules 2002, 6004, 6006, 9007, 9008. Final Order C. This Order constitutes a final and appealable order within the meaning of 28 U.S.C. § 158(a). Notice of the APA, Sale Transaction and Sale Hearing D. On February 3, 2019 (the “Petition Date”), the Debtors commenced these chapter 11 cases (the “Chapter 11 Cases”) by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. Since the Petition Date, the Debtors have continued to operate and manage their businesses as debtors-in-possession pursuant to Bankruptcy Code sections 1107(a) and 1108. E. As evidenced by the affidavits of service previously filed with this Court, and based on the representations of counsel at the Sale Hearing, due, proper, timely, adequate and sufficient notice of the Motion and the Initial Sale Motion, the Sale Hearing, the APA and the Sale 3 The findings and conclusions set forth herein constitute this Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. 3 Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 5 of 197 Transaction has been provided in accordance with Bankruptcy Code sections 102(1) and 363, Bankruptcy Rules 2002 and 9014, and Local Rules 2002-1 and 6004-1. The aforementioned notices are good, sufficient and appropriate under the circumstances, and no other or further notice of the Motion, the Sale Hearing, the APA or the Sale Transaction is or shall be required. F. A reasonable opportunity to object or be heard regarding the relief requested in the Motion was afforded to all parties in interest. G. The Debtors and their professionals have adequately and appropriately marketed the Purchased Assets in accordance with the Debtors’ fiduciary duties. Based upon the record of these proceedings and the circumstances of these Chapter 11 Cases, creditors, other parties in interest and prospective purchasers were afforded a reasonable and fair opportunity to bid for the Purchased Assets. H. The Debtors conducted the sale process without collusion. I. The APA and the Sale Transaction comply with all applicable orders of this Court including with respect to the Initial Sale Motion. Business Judgment J. The APA, including the form and total consideration to be realized by the Debtors under the APA, (i) constitutes the highest and best offer received by the Debtors for the Purchased Assets; (ii) is fair and reasonable; and (iii) is in the best interests of the Debtors, their estates, their creditors and all other parties in interest. K. The Debtors’ determination that the consideration provided by the Purchaser under the APA constitutes the highest and best offer for the Purchased Assets constitutes a valid and sound exercise of the Debtors’ business judgment. 4 Case 19-10210-LSS Doc 369-1 Filed 03/19/19 Page 6 of 197 L. Consistent with their fiduciary duties, the Debtors have demonstrated good, sufficient and sound business reasons and justifications for entering into the Sale Transaction and the performance of their obligations under the APA, including, but not limited to, the fact that (i) the consideration provided by the Purchaser under the APA will provide a greater recovery for the Debtors’ estates than would be provided by any other available alternative, including a separate liquidation of the Purchased Assets; and (ii) unless the Sale Transaction is concluded expeditiously as provided for in the Motion and pursuant to the APA, recoveries of creditors will be diminished. Corporate Authority M. Subject to entry of this Order, each Debtor (i) has full corporate power and authority to execute and deliver the APA and all other documents contemplated thereby, (ii) has all of the necessary corporate power and authority to consummate the transactions contemplated by the APA, including, without limitation, the Sale Transaction and the assumption and assignment of the Purchaser Assumed Contracts (as defined in the APA), (iii) has taken all corporate action necessary to authorize and approve the APA and the consummation by the Debtors of the transactions contemplated thereby, including, without limitation, the Sale Transaction and the assumption and assignment of the Purchaser Assumed Contracts, and (iv) subject to entry of this Order, needs no consents or approvals, other than those expressly set forth in the APA or this Order, to consummate the transactions contemplated thereby, including, without limitation, the Sale Transaction and the assumption and assignment of the Purchaser Assumed Contracts.