Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 1 of 21 Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192 David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Jointly Administered) ) DECLARATION OF DISINTERESTEDNESS OF PROPOSED ORDINARY COURSE PROFESSIONAL I, Stephanie A. Sheridan, declare under penalty of perjury: 1. I am a Partner of Steptoe & Johnson LLP, located at, One Market Plaza Spear Tower, San Francisco, CA 94105 (the “Firm”). 2. Le Tote, Inc. and its affiliates, as debtors and debtors in possession (collectively, the “Debtors”), have requested that the Firm provide advice and counsel relating to retail law 1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 2 of 21 compliance including advertising, privacy, etc. to Le Tote, Inc. and Lord & Taylor, LLC to the Debtors, and the Firm has consented to provide such services. 3. The Firm may have performed services in the past, may currently perform services, and may perform services in the future in matters unrelated to these chapter 11 cases for persons that are parties in interest in the Debtors’ chapter 11 cases. The Firm, however, does not perform services for any such person in connection with these chapter 11 cases, or have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtors or their estates. 4. As part of its customary practice, the Firm is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be employed by the Debtors, claimants, and parties in interest in these chapter 11 cases. 5. In the ordinary course of its business, the Firm maintains a database for purposes of performing “conflict checks.” The Firm’s database contains information regarding the Firm’s present and past representations. Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), I obtained a list of the entities identified in Bankruptcy Rule 2014(a) from counsel to Debtors, Exhibit 1 hereto, for purposes of searching the aforementioned database and determining the connection(s) which the Firm has with such entities. The Firm’s search of the database identified the following connections: 6. The Firm has represented and continues to represent a number of the entities (or affiliates of these entities) in matters not directly related to this chapter 11 case and unrelated to the Debtors. The Firm does not believe that such representations cause any unwaivable conflicts in this chapter 11 case. 2 Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 3 of 21 7. The Firm, and its attorneys, has previously, currently represent and in the future will likely represent debtors, creditors and equity holders and other interested parties in cases unrelated to this chapter 11 cases wherein one or more of our lawyers have provided advice and other professional services. The Firm does not believe that such representation causes any unwaivable conflict in this chapter 11 case. 8. The Firm, and its attorneys, have represented, represents, and in the future will likely represent debtors, creditors and equity holders and other interested parties in cases unrelated to this chapter 11 case wherein one or more of the Bankruptcy Judges and/or U.S. Trustee employees, and/or other professionals identified on Exhibit 1 have been involved, in their capacity as such, in the matter upon which the Firm provided representation. The Firm does not believe that such representation causes any conflict in this chapter 11 case. 9. Neither I nor any principal, partner, director, officer, etc. of, or professional employed by, the Firm has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principal and regular employees of the Firm. 10. Neither I nor any principal, partner, director, officer, etc. of, or professional employed by, the Firm, insofar as I have been able to ascertain, holds or represents any interest materially adverse to the Debtors or their estates with respect to the matter(s) upon which the Firm is to be employed. 11. The Debtors owe the Firm $3,204.07 for prepetition services ($3,086.07 for Le Tote, Inc. and $118.00 for Lord & Taylor, LLC), the payment of which is subject to limitations contained in title 11 of the United States Code. The Firm has agreed to be retained as special counsel pursuant to 11 U.S.C. § 327(e), and the Firm’s prepetition claim is not being waived and 3 Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 4 of 21 shall be administered in accordance with the claims procedures for allowance and treatment of unsecured prepetition claims in this case. The Firm represented the Debtors prior to the bankruptcy proceeding and received payments, including payments within the 90-days immediately prior to the commencement of the bankruptcy proceeding, for services it provided. 12. As of the Petition Date, which was the date on which the Debtors commenced these chapter 11 cases, the Firm was not party to an agreement for indemnification with certain of the Debtors. 13. The Firm is conducting further inquiries regarding its retention by any creditors of the Debtors, and upon conclusion of that inquiry, or at any time during the period of its employment, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration. [Remainder of page intentionally left blank] 4 Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 5 of 21 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 and belief. Dated: 10/30/20 Respectfully submitted, Stephanie A. Sheridan Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 6 of 21 Exhibit 1 Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 7 of 21 Debtors Mark Fedorowycz Le Tote, Inc. Helena Foulkes French Tote LLC Stephen Gold Le Tote, LLC Elliot Grundmanis Lord & Taylor LLC Bari Harlam LT Card Company LLC Patricia Heaney Suzanne Lee Equity Holders (>5%) Janis Leigh HBC US Propco Holdings LLC Jeffrey Levy Brett Northart Kerry Mader Azure Capital Partners III, L.P. Marc Metrick Rakesh Tondon Bruce Moore Accelerate-IT Ventures Fund I, LP Mindy Novack Sayen Pather Current D&Os Franco Perugini Rakesh Tondon Ian Putnam Brett Northart Edward Record Ed Kremer Becky Roof Robert Wehrle Kurt Schneider David MacDougall David Schwartz Charlie Bowman Lu Zhang Dan Mickelson Michael Van Den Berg Debtor Professionals Robert Escobar Kirkland & Ellis LLP Matt Krueger Berkeley Research Group, LLC Pamela Corrie HMAdviseCo, LLC dba Nfluence Partners Matthew Kahn BA Securities, LLC Mike Kwatinetz Katten Muchin Rosenman LLP Bankruptcy Management Solutons dba Former D&Os Stretto Theodore Li Hilco Merchant Resources, LLC Ruth Hartman Gordon Brothers Retail Partners, LLC Jana Beiswenger Paul Hastings LLP Brian Hoke Eckert Seamans Cherin & Mellott, LLC Lauren Rosenthal Crenshaw, Ware & Martin, PLC Neera Graf Kristen Nesbit Creditors Professionals Lauren Miller Choate Hall & Stewart LLP Nicholas Fairbairn Otterbourg P.Cc. Vijay Khare Willkie Farr & Gallagher LLP James Tagliani Whiteford, Taylor & Preston LLP Amy Ard McGuireWoods LLP Jennifer Grasso Williams Mullen Shyam Sundar Pick & Zabicki LLP Richard Baker Goulston & Storrs PC Andrew Blecher Connolly Gallagher LLP Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 8 of 21 Hunton Andrews Kurth LLP State Of Idaho Waldrep LLP Illinois Dept Of Revenue Zemanian Law Group Indiana Dept Of Revenue Jeffer Mangels Butler & Mitchell LLP Kansas Dept Of Revenue Holland & Knight LLP Kentucky State Treasurer Troutman Pepper Hamilton Sanders LLP Kentucky State Treasurer Lazarus & Lazarus, P.C. Louisiana Dept Of Revenue Stinson LLP Massachusetts Department Of Revenue Klestadt Winters Jureller Southard & State Of Maryland Stevens, LLP Comptroller Of The Treasury Becket & Lee LLP Maine Bureau Of Taxation Michigan Dept Of Treasury Insurers Missouri Dept Of Revenue CHUBB Missouri Dept Of Revenue AXA Ms Department Of Revenue Liberty Mutual Montana State Treasurer Allianz North Carolina Dept