Case 21-10269-ABA Doc 125 Filed 01/27/21 Entered 01/27/21 15:45:17 Desc Main Document Page 1 of 22 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 125 Filed 01/27/21 Entered 01/27/21 15:45:17 Desc Main Document Page 2 of 22 DECLARATION OF CINDI GIGLIO 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, Cindi Giglio, make this declaration pursuant to 28 U.S.C. § 1746: I am Associate General Counsel of Gordon Brothers Group, LLC (“Gordon Brothers”),2 parent company of Gordon Brothers Retail Partners, LLC (“GBRP”) located at 800 Boylston Street, Boston, MA 02199. GBRP is a retail consulting firm that, together with its syndication partner, Hilco Merchant Resources, LLC (“HMR” and together with GBRP, “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”). 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 or 365 of the Bankruptcy Code, I submit this Declaration and disclose GBRP’s 2 Capitalized terms used but not defined herein have the meaning given to them in the Motion. 2 Case 21-10269-ABA Doc 125 Filed 01/27/21 Entered 01/27/21 15:45:17 Desc Main Document Page 3 of 22 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 Gordon Brothers, 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, GBRP, through its parent company, Gordon Brothers, maintains a database for purposes of performing “conflicts checks.” The database contains information regarding the present and past representations and transactions of Gordon Brothers and all other companies presently controlled by Gordon Brothers (including GBRP). I obtained a list of each of the Debtors, certain of the Debtors’ creditors, and other parties in interest (collectively, the “Parties-In-Interest”) from counsel to the Debtors. The Parties-In-Interest identified on Schedule 1 hereto were searched in the aforementioned database for purposes of determining the connection(s) or potential connection(s) which Gordon Brothers and other companies presently controlled by Gordon Brothers (including GBRP) have with such entities, and this Declaration will be supplemented to the extent necessary to make any further disclosures. To the best of my knowledge and belief, after conducting the inquiry outlined above, during the last two (2) years, Gordon Brothers and GBRP has no connection with the Debtors or with Parties- In-Interest, in matters related to the Debtors, except as set forth below: a) At present, GBRP is acting as agent to the Debtors pursuant to the following executory contract, which the Debtors seek to assume pursuant to the Motion: (i) Letter Agreement Governing Inventory Disposition dated as of January 7, 2021, by and among Hilco Merchant Resources, LLC and Debtors. b) In addition Gordon Brothers and certain of its affiliates have executed confidentiality agreements with the Debtors and their affiliates and have in the past explored certain transactions with the Debtors. No such 3 Case 21-10269-ABA Doc 125 Filed 01/27/21 Entered 01/27/21 15:45:17 Desc Main Document Page 4 of 22 transactions have been entered into nor does one remain under active consideration as of the date hereof; and, c) GBRP’s affiliate, Gordon Brothers Asset Advisors, LLC (“GBAA”), on or about July 10, 2020, was engaged to perform an appraisal on behalf of Wells Fargo Capital Finance, Retail Finance Department, an affiliate of Wells Fargo Bank, N.A. Except as otherwise may be disclosed herein or set forth on Schedule 2 (which sets forth the connections and potential connections of Gordon Brothers and its affiliates to Parties-in- Interest in matters unrelated to the Debtors or the Chapter 11 Cases), to the best of my knowledge and belief, after reasonable inquiry, neither I, GBRP, nor any principal, consultant or employee thereof: a) are creditors, equity security holders, or insiders of the Debtors; and/or b) are (or within two (2) years before the Petition Date were) a director, officer or employee of the Debtors. To the best of my knowledge, neither I, GBRP, nor any principal, partner, director, officer, or employee thereof, nor any professional retained by GBRP, 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 GBRP 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 a large and diverse business operation, Gordon Brothers (including its affiliates including GBRP) 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 4 Case 21-10269-ABA Doc 125 Filed 01/27/21 Entered 01/27/21 15:45:17 Desc Main Document Page 5 of 22 Interactions”). Except as disclosed in Paragraph 5 above, 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 GBRP believe that any of the Ordinary Course Interactions will interfere with or impair GBRP’s activities, actions, responsibilities or objectives in these cases. Without limiting the generality of the foregoing disclosure, and by way of example only for purposes of erring on the side of adequate disclosure: a) Gordon Brothers has a corporate banking relationship with a syndicate of lenders including Bank of America N.A., Citizens Bank N.A., Santander Bank N.A., KeyBank National Association, and Eastern Bank; b) Gordon Brothers has close relationships with several law firms based upon such firms’ extensive representation of it and its affiliates, including, without limitation: Choate Hall & Stewart LLP; DLA Piper LLP; Goulston & Storrs; Katten Muchin Rosenman LLP (“Katten”); Kirkland & Ellis LLP; Riemer & Braunstein LLP; Ropes & Gray LLP; Troutman Pepper Hamilton Sanders LLP and Young Conaway Stargatt & Taylor, LLP. One or more of these law firms may represent other Parties-In-Interest in these Chapter 11 Cases; c) Gordon Brothers’ affiliate, Gordon Brothers Asset Advisors, LLC, provides various appraisal services in the ordinary course of business to many lenders, investors, and other market participants; d) Gordon Brothers’ affiliate, DJM Realty Services, LLC d/b/a