UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
COLDWATER CREEK INC., et al.,
Debtors.
Chapter 11
Case No. 14-10867 (BLS) (Jointly Administered)
NOTICE OF APPOINTMENT OF CONSUMER PRIVACY OMBUDSMAN
Roberta A. DeAngelis, United States Trustee for Region 3, pursuant to section 332 of title 11 of the United States Code (the “Bankruptcy Code”) and this Court’s order dated April 28, 2014 (Docket No. 235) (the “CPO Order”) directing the appointment of a consumer privacy ombudsman, hereby appoints Bonnie Glantz Fatell, having an office located at Blank Rome LLP, 1201 Market Street, Suite 800, Wilmington, DE 19801, Telephone: (302) 425-6423, as the Consumer Privacy Ombudsman in these cases. The appointee’s verified statement of disinterestedness is attached as Exhibit A.
Section 332(b) and (c) of the Bankruptcy Code provide that:
(b) The consumer privacy ombudsman may appear and be heard at such hearing and shall provide to the court information to assist the court in its consideration of the facts, circumstances, and conditions of the proposed sale or lease of personally identifiable information under section 363(b)(1)(B). Such information may include presentation of--
(1) the debtor’s privacy policy;
(2) the potential losses or gains of privacy to consumers if such sale or such lease is approved by the court;
(3) the potential costs or benefits to consumers if such sale or such lease is approved by the court; and
(4) the potential alternatives that would mitigate potential privacy losses or potential costs to consumers.
(c) A consumer privacy ombudsman shall not disclose any personally identifiable information obtained by the ombudsman under this title.
The Consumer Privacy Ombudsman is hereby notified that a hearing for approval of a proposed sale of certain of the Debtors’ assets (including the Debtors’ inventory) is scheduled for Tuesday, May 6, 2014, at 9:30 a.m. in the United States Bankruptcy Court, Courtroom #1, 824 Market Street, Sixth Floor, Wilmington, Delaware 19801.
The Consumer Privacy Ombudsman is further notified that pursuant to the
Court’s order approving bidding procedures with respect to a sale of the Debtors’ assets, entered at D.I. 266, the Debtors may continue to consider bids on intellectual property assets, including customer lists, through 4:00 p.m. prevailing Eastern time on May 19, 2014, unless the Debtors, the official committee of unsecured creditors and the Debtors’ term loan lenders agree to go forward sooner (the “IP Overbid Deadline”). If the Debtors, with the consent of the official committee of unsecured creditors and the Debtors’ term loan lenders, determine that they receive any higher and better bids for the IP Assets, the Debtors will hold a second auction for the IP Assets at 10:00 a.m. prevailing Eastern time on May 20, 2014 (the “IP Auction”). At the
conclusion of the IP Auction, or if no higher and better bids on the IP Assets are received by the IP Overbid Deadline, the Debtors will present an order approving the sale of the IP Assets to the IP Stalking Horse or such higher and better bidder to the Court at a hearing to be held at 11:00 a.m. prevailing Eastern time on May 21, 2014.
Dated: April 29, 2014
Wilmington, Delaware
Respectfully submitted, ROBERTA A. DeANGELIS UNITED STATES TRUSTEE By: /s/ Benjamin Hackman Benjamin Hackman
Trial Attorney
United States Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building
844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801
(302) 573-6491 (302) 573-6497 (Fax)
Exhibit A
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
COLDWATER CREEK [NC., et ai., Case No. 14-10867 (BLS)
Debtors. (Jointly Administered)
VERIFIED STATEMENT OF BONNIE GLANTZ FA TELL
hereby verify, pursuant to Rule 6004(g)(2) of the Federal Rules of Bankruptcy Procedure, that I have no connections with either (i) the entities on the list appended as Exhibit 1 to this Statement or (ii) certain entities identified by counsel to the Debtors that submitted bids in connection with the proposed sale of the Debtors' assets on or about May 6, 2014, and certain dates thereafter, except as indicated on Schedule A attached hereto.
I declare that I will cause my firm to conduct further conflict searches on the additional entities on the list provided by the Office of the United States Trustee and will file a Supplemental Verified Statement as needed. I declare (or certify, verify or state) under penalty of perjury that the foregoing is true and correct.
Date: April 1C~ 2014
Bont}/e Glantz Fatell,
I
Consumer Privacy Ombudsman
900200.00001/40211080v.1
EXHIBIT I PARTY
(A) AFFILIATES AND SUBSIDIARIES Coldwater Creek Inc.
Coldwater Creek HK Limited Hong Kong Coldwater Creek U.S. Inc.
Aspenwood Advertising, Inc. Coldwater Creek The Spa Inc. CWC Rewards Inc.
Coldwater Creek Merchandising & Logistics Inc.
Coldwater Creek Sourcing Inc. CWC Sourcing LLC
(B) CURRENT AND FORMER OFFICERS AND DIRECTORS OF DEBTORS (2011-Present) Ann Pence Claudia Runkel Curt Hecker Dan Martin Deborah Cavanagh Dennis C. Pence Frank M. Lesher
Georgia Shonk Simmons Gerard El Chaar James A. Bell James R. Alexander Jeffrey Parisian Jerome Jessup Jerry Gramaglia Jill Brown Dean John E. Hayes III Katie Maurer Kay Isaacson-Leibowitz Kelly Leary Kim Sorensen L. Michelle Carlone Mark A. Haley Michelle Martin Michael J. Potter Neale Attenborough Robert B. Larson
900200.00001/40211080v.1
Robert H. McCall Vincent G. Toenjes
(C) LENDERS 1. Term Loan
CC Holdings Agency Corp. (affiliate of Golden Gate Capital)
2. ABL Revolver
Wells Fargo Bank, National Association
(as successor by merger to Wells Fargo Retail Finance, LLC)
Wells Fargo Credit, Inc.
(F) PARTIES TO LITIGATION Capala McMullen Corretta Baker Elaine Tatro JoAnne Podolski Lodsys Group, LLC Margaret Sawicki
Massachusetts Department of Revenue Myra Evans
Nuance Industries, Inc. Parallel Networks LLC
Princeton Digital Image Corporation Sharon Womack
Sheryl Horn Steve Frye Tulu McMonegal
Wide Win America, Inc.
(G) HOLDERS OF 5% OR MORE OF ANY OUTSTANDING EQUITY SECURITY OF COLDWATER CREEK INC. AS OF [•], 2014 CC Holdings of Delaware, LLC (affiliate of Golden Gate
Capital)
Dennis C. Pence E. Ann Pence
900200.00001/40211080v.1
(H) SUPPLIERS Adrianna Papell LLC AJG Inc
Blossom Wealth Enterprises Ltd
Bonnie and Norma Charter Ventures Limited Chinamine Trading Limited
Collection XIIX Ltd.
Concept Creator Fashion Limited Connected Apparel Company LLC Darlene Jewelry MFG
Delta Global Sourcing Ltd Esquel Enterprise Limited Fansky Industries Limited Fashion Accents Fashions By Gary Fleet Street Ltd Fragments Inc Frog Co Ltd Sunique Ftn Co Ltd
Fu Seng Garment Knitting Factory G III Leather
Gary Hong Kong Limited GG International Manufacturing Golden Will Fashions Ltd GTL Asia Limited
Hanin Garment Manufactory Ltd Hop Shing Knitting Fact Co Ltd Int Trading SA
Iona Inc
J Suzette & Co Inc Jennifer Kitleson Karle International L T Karle and Company L’Image Inc
Lee and Co Ltd Lodis Accessories Inc Lucoral Co, Inc. Madison 88
Maggy London International Ltd Marconi International
Matrix Clothing (Pvt) Ltd Mystic Inc
Nation Design Partners LLC Neo Concept International Ltd. Nolan Glove Co Inc
900200.00001/40211080v.1
Orient Craft Ltd
Poong In Trading Co Ltd Rezrekshn LLC
Richa and Company Sam Jean T and S SA
Scottex Global Hong Kong Ltd Sharon Young Inc
Skeem Inc. Spanx Inc.
Sunique International Corp. The Levy Group Inc. Thyme
Tillsonburg Apparel Ltd Yee Tung Garment Co Ltd Yellow River Inc
(I) COUNTERPARTIES TO SIGNIFICANT LEASES 575 Broadway Associates, L.P. 69th Tenants Corp. Bayer Properties, LLC Cafaro Company
CBL & Associates Properties, Inc. Continental RE
Cousins Properties, Inc. DDR Corp.
Donahue Scribner Realty Group Duke Realty
Foothill Shadows, LLC Forest City Enterprises, Inc. General Growth Properties, Inc. Glimcher Realty Trust
Inland Real Estate Corporation Jeffrey R. Anderson Real Estate, Inc. Jones Lang LaSalle Incorporated Macerich Company
Parkersburg-Wood County Area Development Corporation
Poag & McEwen Lifestyle Centers RED Development, LLC
Simon Property Group, Inc. S.R. Weiner & Associates, Inc. Stoltz Management Company
Tanger Properties Limited Partnership The Taubman Company LLC
900200.00001/40211080v.1
The Wilder Companies, LLC Westfield Group
Wood County Development Authority LIST OF TOP 30 CREDITORS
1. Comenty Bank 2. Groupon
3. FTN Co Ltd ENC
4. Charter Ventures Limited 5. Orient Craft Ltd
6. Chinamine Trading Limited 7. Thyme
8. Concept Creator Fashion Limited 9. Gary Hong Kong Limited
10. Matrix Clothing Pvt Ltd 11. GTL Asia Limited 12. INT Trading SA 13. Quad/Graphics, Inc. 14. Esquel Enterprises Limited 15. Lee and Co Ltd
16. United Parcel Service 17. Pedone & Partners, Inc. 18. Bureau of Customs
19. Delta Global Sourcing Ltd 20. A T Clayton & Co., Inc.
21. Hop Shing Knitting Fact Co Ltd 22. Fansky Industries Limited 23. Intimark S.A. de C.V. 24. Poong In Trading Co Ltd
25. Kibble and Prentice Holding CL 26. Yee Tung Garment Co Ltd 27. GG International Manufacturing 28. Blossom Wealth Enterprises Ltd 29. Gokaldas Images PVT Ltd 30. AUHC Denim Clothing Limited
PROFESSIONALS ENGAGED BY THE DEBTORS OR THE COMMITTEE OF UNSECURED CREDITORS
Shearman & Sterling LLP
Young Conaway Stargatt & Taylor, LLP Perella Weinberg Partners LP.
Alvarez & Marsal North America Lowenstein Sandler PC
900200.00001/40211080v.1
900200.00001/40211081v.1
SCHEDULE A
Based on a computerized search of the Blank Rome database of the entities specified on Exhibit 1, we have concluded that Blank Rome does not represent any entity in the Chapter 11 Cases which has an adverse interest in connection with these cases. However, the database search reveals connections with the following entities that are creditors of the Debtors and/or parties in interest in the Chapter 11 Cases. Blank Rome represents, or has in the past represented, such entities and/or certain affiliates thereof in discrete matters unrelated to the Chapter 11 Cases from time to time. Blank Rome does not and will not represent any of the following entities or any affiliate thereof in the Chapter 11 Cases:
Wells Fargo & Company 575 Broadway Associates LP 69th Tenants Corp.
Cafaro Company Forest City Enterprises
General Growth Properties, Inc. Jones Lang LaSalle
Simon Property Group Inc. Nick Pedone
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Chapter 11 In re:
Case No. 14-10867 (BLS) COLDWATER CREEK INC ., et al.,
(Jointly Administered) Debtors.
ACCEPTANCE OF APPOINTMENT AND VERIFIED STATEMENT OF CONSUMER PRIVACY OMBUDSMAN
I, the undersigned, Bonnie Glantz Fatell, do hereby accept my appointment by the United States Trustee as Consumer Privacy Ombudsman in the above-captioned cases and hereby verify and declare as follows:
I. I am a person eligible and competent to perform the duties of Consumer Privacy Ombudsman, as set forth in 11 U.S .c. § 332, in the above-captioned cases.
2. I am an attorney at law, a partner with the firm of Blank Rome LLP (the "Firm"),
which has an office at 120 I Market Street, Suite 800, Wilmington, DE 19801.
3. Neither the Firm nor any member or employee thereof (including myself) is a creditor, an equity security holder, or an insider (as that term is defined at II U.S.c. § 101 (31)) of Coldwater Creek Inc. or its debtor affiliates (collectively, the "Debtors").
4. Neither the Firm nor any member or employee thereof (including myself) is or was within two years before April 11,2014, a director, officer or employee of any of the Debtors.
5. Neither the Firm nor any member or employee thereof (including myself) has an interest materially adverse to the estates or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection With, or interest in the Debtors, or for any other reason.
6. Based upon the foregoing, I believe that the Firm and I are "disinterested persons" within the meaning of Sections 101(14) and 332(a) of the Bankruptcy Code.
7. Neither the Firm nor any member or employee thereof (including myself), insofar as I have been able to ascertain, has any financial connection with the Debtors or their estates.
8. I have not received any compensation from any party with respect to my
appointment in these cases, nor have I made any agreements or arrangements with the Debtors or any other party for compensation.
9. I agree to serve as Consumer Privacy Ombudsman in the above-captioned cases, and seek reimbursement of fees and expenses from the estates based on an application to be filed with and subject to approval by the Court as provided in 11 U.S.c. § 330.
10. I acknowledge my statutory obligation not to disclose any personally identifiable information I obtain, and I agree to comply with 11 U.S.c. § 332(c).
II. If I become aware of any add itional unrelated representations or relationship subsequent to the date of this Declaration, I intend to supplement this Declaration accordingly.
1 declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief.
