Affidavit Declaration of Amanda Brooks Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York (related document(s) 1 ) Filed by William H. Schrag on behalf of Agent Provocateur, Inc.. (Schrag, William) (Entered: 04/11/2017)
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------------------- --X
In re ð
. Chapter 11
AGENT PROVOCATEUR, INC., et al.,1 : Case No. 17-10987
Joint Administration Requested
Debtors.
-------------------------------------------------------------- --X
DECLARATION OF AMANDA BROOKS PURSUANT TO RULE 1007-2 OF
THE LOCAL BANKRUPTCY RULES FOR THE SOUTHERN
DISTRICT OF NEW YORK
1, Amanda Brooks, hereby declare (the âÂÂDeclarationâÂÂ) as follows:
1. I am Global Retail Director for Agent Provocateur, Inc. and its affiliated debtor
Agent Provocateur, LLC (each a âÂÂDebtorâ and collectively, the âÂÂDebtorsâÂÂ). I am authorized to
submit this Declaration on behalf of the Debtors.
2. On this date (the âÂÂPetition DateâÂÂ), the Debtors commenced voluntary cases in this
court (the âÂÂCourtâÂÂ) under chapter 11 of title 11 of the United States Code (the âÂÂBankruptcy
CodeâÂÂ).
3. As described in greater detail below, the Debtors operate retail shops in New
York and other areas of the country selling womenâÂÂs lingerie. My duties include responsibility
for overseeing the daily operations of the Debtors, and I am familiar with the Debtorsâ business
affairs and books and records.
4. This Declaration is submitted pursuant to Rule 1007âÂÂ2 of the Local Bankruptcy
Rules for the Southern District of New York (the âÂÂLocal RulesâÂÂ) in connection with the
l The Debtors in these two chapter 11 cases, along with the last four digits of each DebtorâÂÂs federal tax identiï¬Âcation
number, are Agent Provocateur, Inc. (9441) and Agent Provocateur, LLC (0862).
120660772
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voluntary chapter 11 petitions and first day motions filed in the aboveâÂÂcaptioned chapter 11
cases, and to provide the Court and interested parties with an overview of the facts and
circumstances leading to this bankruptcy filing, as well as the steps taken to preserve the
business going forward. It is also submitted for the purpose of providing support for the motions
and pleadings that the Debtors have filed with the Court, including various first day motions (the
âÂÂFirst Day MotionsâÂÂ). Any capitalized term not expressly defined herein shall have the meaning
ascribed to that term in the relevant First Day Motion.
5. I am familiar with the Debtorsâ dayâÂÂtoâÂÂday operations and business and financial
affairs, and the circumstances leading to the commencement of these chapter 11 cases. Except as
otherwise indicated herein, the facts set forth in this Declaration are based upon my personal
knowledge, my review of relevant documents, information provided to me by others, including
by employees and by proposed counsel and financial advisors to the Debtors, or upon my
opinion based upon my experience, knowledge, and information concerning the DebtorsâÂÂ
operations and the retail lingerie industry, in general. If I were called upon to testify, I could and
would testify competently to the facts set forth herein, and I am authorized to submit this
Declaration on behalf of the Debtors.
6. Part I of this Declaration describes the Debtorsâ businesses and the relevant
background preceding the filing of their chapter 11 petitions. Part 11 sets forth the relevant facts
in support of certain pleadings filed or to be filed by the Debtors concurrently herewith. Part III
identifies the attached schedules of information required by Local Rule 1007âÂÂ2.
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PART I
CONCISE STATEMENT OF EVENTS LEADING TO CHAPTER 11 FILING
The UK Administration of Agent Provocateur, Ltd.
7. Debtor Agent Provocateur, Inc. was incorporated in 2000 as a California
corporation with stores located in New York, California, and other parts of the country. Debtor
Agent Provocateur, LLC was formed in 2004 as a Delaware limited liability company with stores
in Nevada. The Debtors were formed in the United States for the purpose of operating US. retail
outlets for merchandise supplied by their then parent in the United Kingdom, Agent Provocateur,
Limited.
8. Prior to the Petition Date, the Debtorsâ parent company in the United Kingdom,
Agent Provocateur Limited (the âÂÂParentâÂÂ), was placed into administration under the insolvency
laws of the United Kingdom. A number of years before the commencement of the UK
administration, in November 2007, funds managed by 3i Investments plc (âÂÂ3iâÂÂ) acquired a
majority stake in the Parent.2 During the years following the acquisition, the Parent expanded its
international business by opening stores and incorporating additional subsidiary companies in
various international locations.
9. Also prior to the Petition Date, in August 2016, certain accounting irregularities
were discovered, after which it became apparent that the Parent required significant additional
capital to fund future operations. In an effort to restructure, the Parent entered into a standstill
agreement in October of last year with its secured lender, Barclays Bank PLC, to allow it a
period of time to complete a restructuring, a refinancing, and/or sale.
10. In connection with these efforts, Rothschild & Co. was retained on December 15,
2 The Parent was the entity within the wider Agent Provocateur group that, among other things, provided head office
services, entered into contracts with key suppliers of stock, and arranged for the delivery of such inventory to other
subsidiaries within the group.
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2016 to identify prospective buyers and/or investors in respect of the Parent. The marketing
process continued over a period of two months, culminating on February 16, 2017 with the
submission of a number of offers from prospective purchasers. Each of these offers was an offer
to purchase assets (as opposed to equity interests in the Parent), and none of them provided
sufficient consideration to satisfy all liabilities in full. As a result, a sale was necessitated by
way of a preâÂÂpackaged administration under insolvency laws of the United Kingdom.
11. In order to consummate the transaction, on March 1, 2017, the Parent selected
Alix Partners as joint administrator (the âÂÂUK AdministratorâÂÂ). Immediately following its
appointment, on March 2, 2017, the UK Administrator completed a sale of the ParentâÂÂs business
and assets to a company within the Four Marketing Group. My understanding is that the sale
included all right, title and interest the Parent had in inventory (wherever located) and
intellectual property (including the Agent Provocateur brand) relating to the ParentâÂÂs business.
The sale did not, however, include any of the ParentâÂÂs subsidiaries, including the Debtors
herein.3
12. Prior to the sale, the Parent had provided the intellectual property, including the
Agent Provocateur trademarks, to the US. companies (i.e., the Debtors). Up until that time, the
US. companies also had relied on their Parent to supply inventory for sale in their stores, which
obviously is the lifeblood of the Debtorsâ business operations.
13. Following the sale, the Parent remains under the control of the Administrator, and
Four Marketing GroupâÂÂthrough its affiliated entities, Agent Provocateur IP Limited and Agent
Provocateur LimitedâÂÂhas continued to operate the Agent Provocateur UK business.
3 Since the consummation of the sale on March 2, 2017, I have provided transition services to the purchaser of the ParentâÂÂs
business and have received compensation in connection therewith. It is anticipated that this arrangement will be terminated no
later than May 31, 2017.
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The Debtorsâ Operations Following the Sale of Their Former Parent
14. Following the sale of the ParentâÂÂs operating assets, and the subsequent
administration of the Parent, the US. companies (i.e., the Debtors) were left utterly stranded, and
were about to shut down. The primary reasons for this are twofold: (l) the US. entities could
no longer rely upon the use of the former ParentâÂÂs intellectual property; and (2) more
importantly, they no longer had a source of merchandise to place on their store shelves and sell
to customers.
15. Accordingly, without a license to use intellectual property, and with no continuing
supply of inventory, the Debtors were left with no further ability to maintain viable operations on
a going forward basis, and they were on the verge of a complete and immediate shutdown. As
they were about to shut down and file petitions under Chapter 7 of the Bankruptcy Code, an
affiliate of Four Marketing Group (alternatively referred to herein as the âÂÂBuyerâ or the âÂÂLenderâÂÂ
as appropriate) expressed an interest in purchasing a number of stores from the US. companies.
During these discussions, they temporarily acquiesced in the Debtorsâ continued sale of product
under the Agent Provocateur name.
16. As a result of their discussions, the Buyer made a proposal to purchase a number
of stores (twelve to be precise) and to fund ongoing operations, to the extent necessary during
these bankruptcy cases, in order to consummate the sale.
17. During this recent period, as negotiations with the Buyer have progressed, the
Debtors have continued to operate their US. stores on a dayâÂÂtoâÂÂday existence. However, without
a continued supply of stock from their former Parent or the Buyer to replenish their inventory,
and with several landlords closing in, the Debtorsâ survival as operating entities has been
imperiled, and their business has deteriorated. Several of the Debtorsâ landlords have filed, or
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they have threatened to file, actions to evict the Debtors from certain U.S. locations, including
several locations the Buyer wishes to acquire. Terminations are imminent at a couple of these
locations; in fact, one landlord is about to evict one of the Debtors from a prime location. These
actions have forced the Debtors to file the within chapter 11 petitions in order to stave off any
lease terminations or evictions relating to these locations.
18. In sum, during the past month, the Debtors were on the verge of shutting down
their businesses and filing chapter 7 cases in this CourtâÂÂthat is, until the Buyer emerged to
propose a purchase of a number of the Debtorsâ stores. As a result, despite the numerous
difficulties set forth above, the Debtors have identified a viable path forward, through an
expedited sale process with financing from the Buyer, to ensure sustainability for a number of
the Debtorsâ retail stores pending their eventual sale.
Preserving the US. Stores for a 363 Sale
19. The Buyer, in its capacity as the Lender, has proposed to provide debtor in
possession financing (the âÂÂDIP LoanâÂÂ) to the Debtors to the extent existing cash flow is
insufficient to sustain their operations through the date of a CourtâÂÂapproved sale.4 The Buyer
also has proposed to purchase twelve stores through an asset purchase agreement with the Buyer,
as the stalking horse bidder, pursuant to customary bid, auction and sale procedures under
Bankruptcy Code section 363, which are the subject of a motion to be brought before this Court.
20. The Debtors view this alternative as being decidedly more beneficial than, and
preferable to, a chapter 7 case in that the prospect of a successful sale promises to preserve
employment for a number of store managers and employees, and it will also result in the
satisfaction of a number of claims in these casesâÂÂparticularly with respect to those landlords at
4 There is no lender or secured party that has security interest in the Debtorsâ cash.
6
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stores for which the Buyer elects to have the leases in question assumed and assigned by the
Debtors. This alternative may also allow for a limited distribution to the Debtorsâ unsecured
creditors.
21. As of the time of the filing of this Declaration, the BuyerâÂÂs APA and DIP
agreement remain subject to finalization, but I anticipate these agreements will be brought before
the court for approval in the very near term.
The Chapter 11 Proceedings
22. Despite the difficulties set forth above, the Debtors have identified a viable path
forward through an expedited sale process with financing from the Lender to ensure
sustainability for a number of the Debtorsâ retail stores pending their eventual sale.
23. This course of action is critical to maximizing recoveries for the DebtorsâÂÂ
creditors and preserving the employment of many of the Debtorsâ employees.
PART 11
SUMMARY OF FIRST AND SECOND DAY MOTIONS
AND BASES FOR RELIEF REOUESTED
24. To sustain the Debtorsâ businesses through the sale process, it is essential that
certain relief be obtained from the Court following the filing of the petitions. Because sales and
operations must continue in the ordinary course of business in order to preserve the value of the
Debtorsâ estates, the Debtors have filed several First Day Motions designed to facilitate their
transition into chapter 11. The Debtors anticipate that the Court will conduct a hearing soon
after the Petition Date at which the Court will hear and consider the First Day Motions. In
addition, the Debtors expect to file a number of other motions shortly after the Petition Date (the
âÂÂSecond Day MotionsâÂÂ).
25. I have reviewed each of the First Day Motions with counsel for the Debtors, and I
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believe the relief sought in each of the motions is designed to meet the goals described, is critical
to preservation of the Debtorsâ businesses, and is in the best interests of the Debtorsâ estates and
creditors. I have also reviewed and assisted with assembling final or near final drafts of the
Second Day Motions that will be forthcoming very soon. I affirm the factual representations set
forth in each of the First Day Motions and those that will be set forth in the Second Day Motions.
A summary of the relief requested and the facts in support is set forth below.
Administrative Motions
Motion for Joint Administration
26. The Debtors request an order directing the joint administration of the chapter 11
cases for procedural purposes only pursuant to Bankruptcy Rule 1015(b), providing that the
Court maintain one file and one docket for both cases under the lead case, Agent Provocateur,
Inc., and granting authority to file their monthly operating reports on a consolidated basis.
27. I understand that joint administration will result in a reduction of fees and costs by
eliminating the need for duplicative filings and objections and allowing easier monitoring of the
proceedings by interested parties. For that reason, I believe joint administration is in the best
interests of the Debtors and all parties in interest.
Motion for Expedited Hearings and Shortened Notice and Response Periods
28. I also expect the Debtors to file a motion requesting expedited hearings on a
number of the First Day and Second Day Motions, as well as shortened response periods with
respect thereto, and approving the form and manner of a proposed notice of the expedited
hearings. The Debtors believe there is good cause under the circumstances for expedition of
hearings on a number of these matters and that such relief will be vital to ensuring an ability to
function effectively in chapter 11.
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Operational Motions Requesting First or Second Day Relief
29. The Debtors also intend to ask for additional relief with respect to the following
pleadings, either on the first day or shortly thereafter, including, among others: applications to
retain bankruptcy counsel and a financial advisor; a utilities motion, a DIP financing motion, and
a motion for establishment of sale, auction, and bid procedures with the Buyer as the proposed
stalking horse bidder.
Application to Retain Thompson Hine LLP as Counsel to the Debtors
30. The Debtors seek approval to retain Thompson Hine as their counsel to represent
them in these cases. Thompson Hine was selected because of its extensive bankruptcy
experience and its reputation in the field of business reorganizations under chapter 11 of the
Bankruptcy Code. Thompson Hine is an approximately 380 attorney, full service law firm with
the necessary resources to represent the Debtorsâ interests in these cases and any related
proceedings. The Debtors contemplate that Thompson Hine will render general legal services as
needed throughout the course of these cases, including, without limitation: advising the Debtors
regarding their rights, powers, and duties as debtors in possession in the continued operation of
their business; assisting in the preparation of necessary applications, motions, pleadings, reports
and other legal papers required in connection with the administration of the estates; assisting
with the 363 sale process; and performing all other legal services that may be requested or
required by the Debtors. Subject to approval by the Court, Thompson Hine will charge for its
services on an hourly basis at its preferred rates, which are a discount from its standard rate. The
Debtors believe Thompson Hine is well qualified to act as their counsel.
Application to Retain Applied Business Strategy LLC as Financial Advisor to the Debtors
31. The Debtors also seek approval to retain Applied Business Strategy LLC as their
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financial advisor in these cases. The Debtors selected Applied Business Strategy as financial
advisor because of its extensive experience providing such services to Fortune 500 companies
and midâÂÂmarket and small market companies in various industries. The Debtors require the
services of Applied Business Strategy to assist with strategic reorganization alternatives;
preparation of cash forecasts, budgets and monthly operating reports; acting as liaison with
creditors and parties in interest, including the financial advisor to the Buyer/Lender; and
providing such other advisory services as the Debtors may request or require.
Utilities Motion
32. The Debtors request that the Court enter an Order prohibiting the Debtorsâ utility
providers from altering, refusing or discontinuing services, pending determination of adequate
assurance of payment, and approving the proposed adequate assurance of payment procedures
outlined in the motion. Needless to say, uninterrupted utility service is essential to the operation
of the Debtorsâ stores and any refusal of service, even for a short time, could result in substantial
harm.
33. I am informed by counsel that, pursuant to section 366 of the Bankruptcy Code,
a utility may refuse or discontinue service to a debtor in a chapter 11 case only if it is not timely
provided with adequate assurance of payment for postpetition services. I am also informed the
Bankruptcy Code allows for modification of the amount of any adequate assurance of payment.
Accordingly, the utilities motion requests approval of procedures allowing the Debtors to
provide satisfactory assurance of payment to each utility or, alternatively, to establish the precise
form of adequate assurance that is satisfactory to each utility. Counsel has informed me that
âÂÂassurance of paymentâ can take the form of, among other things, a cash deposit, a prepayment,
or another form of security that is mutually agreed upon between the utility and the debtor. As
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adequate assurance of payment, the Debtors propose to provide a two week cash deposit to each
utility that requests one or some other mutually agreeable payment. The Debtors believe this is a
reasonable proposal under the circumstances of these cases, one that will be sufficient to provide
adequate assurance to utility providers and one that will not prejudice the rights of any utility that
provides such services.
DIP Financing Motion
34. The Debtors seek interim and final authority to obtain postpetition financing on
customary terms in accordance with the requirements of the Bankruptcy Code. As mentioned,
several terms of the DIP loan remain subject to finalization, but in short, it provides for lending
by the Lender, but only to the extent the Debtorsâ ongoing cash flow may be insufficient to fund
operations through the time of a sale of the business.
35. The Debtorsâ cases are, perhaps, a bit unusual in that there are no secured parties
with an interest in their cash. According to projections, cash flow from operations will be
sufficient to fund their business for a period of time during the bankruptcy. However, the
Debtors likely will require additional funding at one or more points during these cases in order to
allow them sufficient time to implement sale and bid procedures designed to achieve a sale of
assets pursuant to section 363.
36. To achieve this goal, the Buyer has offered the DIP Loan, in an amount of up to
$500,000, to facilitate the strategy set forth above. The DIP Loan is a senior superpriority loan
from the Lender, to be used to the extent necessary to fund dayâÂÂtoâÂÂday operations. Subject to
approval by the Court, it will be secured by a first priority lien on substantially all of the
Debtorsâ assets.
37. Under the dire circumstances set forth above, there really is no source of
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financing, secured or otherwise, available to the Debtors, apart from that to be provided by
Lender pursuant to the DIP Loan. The Lender is the one and only party in existence with both
the means and motivation to extend the financing set forth in the DIP Loan, which provides the
only viable means of averting an immediate liquidation. The Debtors believe that authority to
obtain the DIP Loan is in the best interests of the Debtors, their estates, their employees, and
their creditors.
38. Given the Debtorsâ precarious and very fragile existence during these last five
weeks, as explained in detail above, the DIP Loan is, in my view, the only realistic option
availableâÂÂapart from a permanent and immediate cessation of all operations.
Wage and Benefit Motion
39. The Debtors also have filed or shortly will file a motion for interim and final
authorization to pay prepetition wages and expense reimbursements and related costs to
employees, but only to the extent, if any, that such amounts may be due and owing, in
accordance with sections 507(a)(4), 363(b)(l), and 105(a) of the Bankruptcy Code. In addition,
the Debtors seek authority to continue funding preâÂÂpetition benefits and other premiums.
40. Ensuring uninterrupted wages and benefits is critical to maintaining the DebtorsâÂÂ
workforce of employees, who have the knowledge and experience needed to operate the DebtorsâÂÂ
retail locations on a dayâÂÂtoâÂÂday basis, and some of whom might decide to leave if they are not
paid or anticipate they may not be paid. The Debtors intend to keep twelve of their stores open
through consummation of a 363 sale; the present intention is to close the remainder within about
a week of the Petition Date. To ensure continued operations of the twelve stores the Buyer
wishes to purchase, as well as orderly closures of the remaining stores, it is important to ensure
that store employees will be paid.
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41. Similarly, nearly all of the DebtorâÂÂs related insurance premiums are critical for the
Debtors to maintain in order to continue benefits and even operations, as the failure to fund them
would result in defaults under a number of the Debtorsâ leases and imperil their ability to operate
the stores.
m
42. The Debtors request authorization to remit and pay sales tax, use tax, state and
local withholding tax, and other similar taxes and charges. The Debtors collect and withhold an
assortment of taxes and fees that they remit to various federal, state, and local authorities. Such
taxes are held in trust for eventual payment to the authorities. In addition to the fact that such
taxes are held by the Debtors in trust, such taxes may constitute priority claims pursuant to
Bankruptcy Code section 507(a)(8). Accordingly, I believe that the relief requested in the
motion is in the best interests of the Debtorsâ estates, their creditors and all other parties in
interest, and will facilitate continued operation of the Debtorsâ businesses.
Bank Accounts and Cash Management
43. The Debtors also request authorization to continue their existing cash
management system, including continued maintenance of existing bank accounts and business
forms. In the ordinary course of business, the Debtors utilize a cash management system to
collect, transfer, and disburse funds generated by their stores through bank accounts to collect
and track funds. The Debtors can assure a clear distinction between pre and postpetition
payments, and there is minimal risk that any unauthorized prepetition claims will be paid. In
consideration of the importance of the bank accounts, and in light of the Debtorsâ ability to track
funds, the Debtors request authority to maintain and continue using bank accounts as they did
prior to the Petition Date in the ordinary course of business. Moreover, because opening new
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debtor in possession accounts and obtaining new checks and business forms denoting the
Debtorsâ status as debtors would be burdensome, the Debtors also request authority to use
existing checks and business forms without placing the label âÂÂdebtor in possessionâ thereon. I
am informed by counsel that under circumstances such as these, variance from strict enforcement
of the US. Trustee Guidelines is often permitted.
44. For reasons set forth in the motion, it is important for these systems to remain
intact to ensure seamless continuation of operations and uninterrupted collection of revenues.
Sale, Auction, and Bid Procedures
45. Upon finalization of remaining terms of the stalking horse asset purchase
agreement with the Buyer, the Debtors will shortly bring forth a motion for establishment of
customary bid, auction, and sale procedures for the CourtâÂÂs consideration.
46. The foregoing is a summary of those First and Second Day Motions the Debtors
intend to file. As mentioned, there may be other motions seeking relief of various types in the
early stages of the bankruptcy.
PART III
INFORMATION REQUIRED BY LOCAL RULE 1007-2
47. In accordance with Local Rule 1007âÂÂ2, this section and the attached schedules
provide additional information required by the rule.
48. Pursuant to Local Rule 1007âÂÂ2(a)(3), to the best of the Debtorsâ knowledge, no
committee was organized prior to the Petition Date.
49. Pursuant to Local Rule 1007âÂÂ2(a)(4), Schedule 1 lists the holders of the DebtorsâÂÂ
thirty largest unsecured claims, excluding insiders, on a consolidated basis, with their names and
addresses, etc.
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50. Pursuant to Local Rule 1007âÂÂ2(a)(5), Schedule 2 confirms that to the best of the
Debtorsâ knowledge, there are no holders of secured claims.
51. Pursuant to Local Rule 1007âÂÂ2(a)(6), Schedule 3 shows a summary of the
Debtorsâ assets and liabilities.
52. Pursuant to Local Rule 1007âÂÂ2(a)(7), there is no publicly held stock of either
Debtor.
53. Pursuant to Local Rule 1007âÂÂ2(a)(8), Schedule 4 confirms that to the best of the
Debtorsâ knowledge, there is no property of the Debtors in the possession or custody of any
custodian, public officer, mortgagee, pledgee, assignee of rents, secured creditor, or agent for
any such entity.
54. Pursuant to Local Rule 1007âÂÂ2(a)(9), Schedule 5 provides a list of the leased
premises from which the Debtors operate their stores.
55. Pursuant to Local Rule 1007âÂÂ2(a)(10), Schedule 6 lists the locations of the
Debtorsâ substantial assets and books and records, and the nature, location, and value of any
assets held outside the territorial limits of the United States.
56. Pursuant to Local Rule 1007âÂÂ2(a)(1 1), Schedule 7 lists each pending or threatened
action or proceeding against the Debtors or their property where a judgment or a seizure of
property may be imminent.
57. Pursuant to Local Rule 1007âÂÂ2(a)(l2), Schedule 8 lists the individuals who serve
as the Debtorsâ senior management, with a brief summary of their relevant responsibilities and
experience.
58. Pursuant to Local Rule 1007âÂÂ2(b)(l) and (2), Schedule 9 sets forth the estimated
amounts to be paid for: (i) weekly payroll to the Debtorsâ employees for the thirty day period
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following the Petition Date, and (ii) to officers, directors, and financial and business consultants
retained by the Debtors for the thirty day period following the Petition Date.
59. Pursuant to Local Rule 1007âÂÂ2(b)(3), Schedule 10 sets forth a schedule with a list
of estimated cash receipts and disbursements, net cash gain or loss, obligations, and receivables
expected to accrue that remain unpaid (other than professional fees) for the thirty day period
following the Petition Date.
CONCLUSION
60. The foregoing describes the facts and circumstances that gave rise to the need for
filing these chapter 11 cases and the need for the critical relief requested in the First Day
Motions and the Second Day Motions. The Debtors must resume business as usual following the
commencement of the cases in order to preserve and maximize the value of their businesses. I
believe that if the Court grants the relief requested in the First and Second Day Motions, the
prospect of achieving this objective will be greatly enhanced, to the ultimate benefit of the
bankruptcy estates and creditors and parties in interest.
61. I declare, to the best of my knowledge and after reasonable inquiry, under penalty
of perjury under the laws of the United States of America, that the foregoing is true and correct.
Executed this 10â day of April 2017.
/s/ Amanda Brooks
Amanda Brooks
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W
20 Largest Unsecured Claims (Excluding Insiders)S
Services, LLC 3050 Union
Lake Rd. Suite 8-F
Commerce Township, MI
48382
PJendrowski @ proservicecall
.com
866-335-3500
Nature of Indicate if Total
claim (for claim is amount of
Name of creditor and Name, phone and email example, contingent, unsecured
mailing address address of creditor contact trade debt, unliquidated, claim
bank loan, or disputed
etc.)
US Customs and Border Goachim Mele custom $689,993
Protection Goachim.mele@cbp. duties
1100 Raymond Boulevard dhs. gov
NJ, Newark, 07102 973-368-6819
Agent Provocateur IP Charles Perez trade debts 282,082
Limited (previously known charles.perez@agentprovoca
as SDI (Acqco 7) Limited) teur.com
154 Clerkenwell Road 44-(0)020-7923-5200
London EC1R 5AB
Larstrand Corp. / 675 Hoon Chang rent 172,583
Madison LLC hchang@friedlandproperties.
Friedland Properties com 212-744-3300
22 E 65th Street
New York, NY 10065
Barclays Bank plc Sara Walser rent 167,698
Barclays, Level 6 sara.walser6@ barclayscom
1 Churchill Place, London, 44-(0)20-7116-2542
E14 SHP
China National Consumer Daniel Yang trade debts 107,788
Electrics & Electronics daniel.yang@tych.com.cn
No. 910, 9th Section 0086-139-1179-5173
Jinsong, Chaoyang District
Beijing, 10021
Hamburger Properties Bob Beber rent 81,198
1504 So. El Camino Real bob.beber@gmail.com
San Mateo, CA 94402- 650-341-8606
3022
Short Hills Associates Partee N annette rent 79,956
LLC Department 53501 N Partee@Taubman.com
PO Box 6700 248-258-7387
Detroit, MI 48267-0535
Professional Retail Outlet Paula J endrowski services 79,453
5 None of the information shown on this Schedule 1 or elsewhere in the Declaration or Schedules should be deemed
to constitute an admission of liability, nor shall it by binding upon, the Debtors. Moreover, amounts shown are
subject to customary offsets, credits and adjustments that may not be reï¬Âected.
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LLC
c/o Boylston Development
Corporation
41 Winter Street, Ste 60
Boston, MA 02108
patrick.brown@cbre-ne. com
617-451-2174
Nature of Indicate if Total
claim (for claim is amount of
Name of creditor and Name, phone and email example, contingent, unsecured
mailing address address of creditor contact trade debt, unliquidated, claim
bank loan, or disputed
etc.)
Grunfeld Desiderio Robert B. Silverman professional 64,889
Lebowitz RSilverman @ gdlsk.com services
Silverman Klestadt LLP 212-973-7730
599 Lexington Avenue
36th Floor
New York, NY 10022-
7648
Ala Moana Center Liu Pan rent 62,849
Acquisition LLC Pan.Liu@ generalgrowth.
PO Box 860375 com
Minneapolis, MN 55486- 808-951-8899
0375
Desert Hills Premium Jason Hermesch rent 53,589
Outlets JHermesch@simon.com
PO BOX 822873 317-263-7972
Philadelphia, PA 19182
133 Mercer Street, LLC Gina Fleisher rent 45,200
352 Seventh Avenue bookkeeper@ï¬Âeishergroup.
12th Floor com
New York, NY 10001 770-873-1609
CPI-Phipps LLC Jason Hermesch rent 44,217
Phipps Plaza J Hermesch@ simoncom
PO Box 772842, 317-263-7972
Chicago, IL 60677-2842
The Bowerman Group Rob Bowerman rent 39,790
PO Box 1255 treasurer@bowermangroup.
West Falmouth, MA com
02574 508-540-7414
The Shoppes at The Jing Y. Lin rent 35,721
Palazzo Sophia.lin @ generalgrowth.
SDS - 12 2781 com
PO Box 86 702-414-4525
Minneapolis, MN 55486-
278 1
Keenpac / Bunzl Ann Hallberg rent 34,831
Distribution Midcentral annhallberg@keenpac.com
6955, N Hamlin Ave 847-733-1469
Lincolnwood, IL 60712
Newbury 123 Investment Patrick Brown rent 33,606
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Katherine Chou
408 8th Ave., Suite 206
New York, NY 10001
mingc@aol.com
212-629-5890
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Nature of Indicate if Total
claim (for claim is amount of
Name of creditor and Name, phone and email example, contingent, unsecured
mailing address address of creditor contact trade debt, unliquidated, claim
bank loan, or disputed
etc.)
Brickell City Centre Retail Vincent Ash rent 28,289
LLC Vincent.Ash@simon. com
799, Brickell Plaza Suite 786-233-5391
802
Miami, FL 33131
7961 Melrose Associates, Isac Novian rent 26,609
LLC inov@sbcglobal.net
7951 Melrose Avenue 310-402-7388
Los Angeles, CA 90046
259 Elizabeth Street â Katherine Chou rent 24,857
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5 Largest Secured Claims
To the best of the Debtorsâ knowledge, they have no secured creditors.
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Schedule 3
Summary of Assets and Liabilities
21
LC m
Fixed Assets (NBV)
FIXTURES AND FITTINGS 218,936.94 4,456,052.38
LEASEHOLD IMPROVEMENTS 70,166.81 801,466.22
COMPUTER EQUIPMENT 3,995.38 10,279.80
OFFICE EQUIPMENT â 700.06
SETUP COSTS â 614.27
293,099.13 5,269,112.73
Current Assets
DEBTORS
INTERCOMPANY DEBTORS
AP Inc 2,099,490.00
CONCESSION DEBTORS 74,762.50
RENT DEPOSIT 13,500.00 290,061.34
STAFF LOAN ACCOUNT 5,300.00
TAKINGS â AMEX & CREDIT CARD (approx) 11,748.20 14,626.39
CASH IN BANK AND IN HAND
WELLS FARGO 198,475.90 1,262,469.71
PETTY CASH 200.00 2,850.00
TILL FLOATS 200.00 2,950.00
TAKINGS â CASH (approx) 7,198.58 38,683.69
2,330,812.68 1,691,703.63
Total Assets 2,623,911.81 6,960,816.36
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LC m
Liabilities
CREDITORS
INTERCOMPANY CREDITORS
AP LLC â 2,099,490.00
AP UK â 1,262,936.01 â 8,200,030.22
EXPENSE CREDITORS â 20,829.52 â 1,339,815.12
RENT CREDITORS â 102,025.22 - 806,045.35
GIFT VOUCHERS â 2,322.99 â 116,690.36
SALES TAX
Jan Return â 14,822.66 â 97,628.61
Feb Return (Approx) â 12,026.98 â 105,364.47
Mar Return (Approx) â 6,274.45 â 58,554.49
CORPORATION TAX Unknown Unknown
BUSINESS, STATE LICENCES RENEWAL Unknown Unknown
STAFF WAGES Unknown Unknown
STAFF TAXES Unknown Unknown
Total Liabilities - 1,421,237.83 - 12,823,618.62
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Schedule 4
Property in Possession of Custodian, etc.
None.
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Schedule 5
Leased Premises
Location
Address
Ala Moana â Hawaii
1450 Ala Moana Blvd.
Space #2533
Honolulu, HI 96814
Atlanta
Phipps Plaza Mall
Level 1 Monarch Court
3500 Peachtree Road NE
Atlanta, GA 30326
Bal Harbour
9700 Collins Ave. 201
Bal Harbour Shops, Bal Harbour
Miami FL 33154
Bloomingdales BH
8500 Beverly Boulevard
Los Angeles, CA 90048
Bloomingdales NY
Bloomingdales
Intimate Apparel â 4th Floor
1000 Third Avenue
New York 10022
Bloomingdales SC Plaza
South Coast Plaza
3rd Floor, Intimate Apparel
3333 Bristol Street
Costa Mesa, CA 92626
Bloomingdales SF
Bloomingdale's
845 Market St.
San Francisco, CA 94103
Bloomingdales Soho
504 Broadway
New York, NY 10012
Boston 123 Newbury Street
Boston, MA 02116
Chicago 47 East Oak Street
Chicago, IL 6061 l
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Coral Gables
Village of Merrick Park
360 San Lorenzo Ave
Suite 1502
Coral Gables FL 33146
Dallas, Texas
North Park Center
8687 N Central Expressway
Suite 1320
Dallas, TX 75225
Desert Hills
48650 Seminole Dr.
Ste #1138
Cabazon, CA 92230
LâÂÂagent Elizabeth St.
259 Elizabeth St
New York, NY 10012
LâÂÂagent Melrose Avenue
8503 Melrose Ave.
West Hollywood, CA 90069
Las Vegas Forum
The Forum Shops at Caesars
3500 Las Vegas Boulevard, Suite R18
Las Vegas NV 89109
Las Vegas Palazzo
Grand Canal Shoppes â The Palazzo
3327 Las Vegas Boulevard South
Suite 2742
Las Vegas Nevada 89109
Madison
675 Madison Avenue
New York 10065
Manhasset, New York
Americana Manhasset
2036 Northern Blvd.
Manhasset NY
Melrose Avenue
7961 Melrose Avenue
Los Angeles CA 90046
Mercer St.
133 Mercer Street
New York 10012
Miami â Brickell
701 S. Miami Avenue
Suite 154âÂÂB
Miami, FL. 33131
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Rodeo 242 N. Rodeo Drive
Beverly Hills CA 90210
Saks Beverly Hills 9600 Wilshire Blvd.
Beverly Hills CA 90212
Saks Houston Saks Fifth Avenue
5175 Westheimer Rd.
Level 2, Intimates,
Houston, TX, 77056
Saks New York
611 5th Avenue
New York 10022
Saks SC Plaza
Saks Fifth Avenue
South Coast Plaza
3333 Bristol St.
Costa Mesa, CA
San Francisco
54 Geary Street
San Francisco, CA 94108
Short Hills 1200 Morris Tpke.
Short Hills NJ 07078
Woodberry Common 498 Red Apple Ct.
Central Valley, NY 10917
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Schedule 6
Assets and Books and Records
The Debtorsâ assets are primarily located at each of the store locations shown on
Schedule 5.
Many of the Debtorsâ books and records are held at 154 Clerkenwell Road London,
England, EC1R 5AB.
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Pending and Threatened Actions
Bal Harbour Shops, LLLP v. Agent Provocateur, Inc., 2017-000410âÂÂCCâÂÂ24, Miami-Dade County
Court (Florida eviction proceedings)
675 Madison LLC v. Agent Provocateur, Inc., 17-58975, Civil Court of the City of New York
(New York eviction proceedings)
Notices of past due rents from landlords at the following store locations: LV Forum; Dallas; San
Francisco; Madison, NY; Rodeo; Woodbury; Boston Newbury; Chicago Oak Street; Miami
Coral Gables; LV Palazzo; New Jersey Short Hills; and NY Elizabeth Street.
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Schedule 8
Senior Management
Name and Position Brief Summary of Responsibilities/Experience
Amanda Brooks Global Retail Director â responsible for
managing retail operations in US and
internationally.
Wilson Cheng Management Accountant â responsible for
accounting functions for US and international
operations.
Amanda Cotler East Coast Director of stores â manages stores in
New York and other eastern US locations.
Erin Capecchi West Coast Director of stores â manages stores
in western US locations.
Keith Wilks (resigned in 2016) Finance Director (formerly responsible for
finances in US and internationally)
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Schedule 9
Payroll and Payments to Officers, Etc. for 30 Days of Bankruptcy
Payments to Employees (not including officers) $350,000
Payments to Officers, Directors None.
Payments to Financial Advisors The Debtors anticipate retaining their financial
advisor in bankruptcy, but they do not anticipate
making payment to the advisor during the 30
days following the Petition Date.
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Estimated Receipts and Disbursements
Cash Receipts $1.7 million
Cash Disbursements $2.1 million
Net Cash Gain ($0.4) million
Unpaid Obligations $12.2 million at filing date and $0.3 million of
estimated post-petition obligations due
bankruptcy professionals, U.S. Trustee, accrued
sales tax and accrued inventory purchases
(exclusive of $2.1 million intercompany
obligation) 30 days after filing.
Uncollected Receivables $0.1 million (exclusive of a $2.1 million
intercompany receivable)
31