united states bankru ptcy court southern district ... -...

KE 65769009

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) BARNEYS NEW YORK, INC., et al.,1 ) Case No. 19-36300 (CGM) ) Debtors. ) (Jointly Administered) )

NOTICE OF FILING OF PLAN SUPPLEMENT

PLEASE TAKE NOTICE THAT on December 19, 2019, the United States Bankruptcy Court for the Southern District of New York (the “Court”) entered an order (the “Disclosure Statement Order”), (a) authorizing Barneys New York, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), to solicit acceptances for the Joint Chapter 11 Plan of Barneys New York, Inc. and Its Debtor Affiliates (as may be modified, amended, or supplemented from time to time, the “Plan”);2 (b) approving the Disclosure Statement for the Joint Chapter 11 Plan of Barneys New York, Inc. and Its Debtor Affiliates (the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the Solicitation Packages; and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT as contemplated by the Plan and the Disclosure Statement Order approving the Disclosure Statement, the Debtors hereby file the following Plan Supplement exhibits, as may be modified, amended, or supplemented from time to time, in connection with confirmation (each as defined in the Plan): (a) Schedule of Assumed Executory Contracts and Unexpired Leases; (b) Schedule of Retained Causes of Action; (c) the Identity and Terms of Compensation of the Plan Administrator; and (d) the Form of Returned Merchandise Election Form.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider Confirmation of the Plan (the “Confirmation Hearing”) will commence on January 24, 2020, at 12:00 p.m. prevailing Eastern Time, before the Honorable Chief Judge Cecelia G. Morris, in the United States Bankruptcy Court for the Southern District of New York, located at 355 Main Street, Poughkeepsie, New York 12601-3315.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: Barneys New York, Inc. (1818); Barney’s Inc. (2980); BNY Catering, Inc. (4434); BNY Licensing Corp. (4177); and Barneys Asia Co. LLC (0819). The location of the Debtors’ service address is 660 Madison Avenue, 9th Floor, New York, NY 10065.

2 Capitalized terms not otherwise defined herein shall have the same meanings set forth in the Disclosure Statement.

19-36300-cgm Doc 652 Filed 01/12/20 Entered 01/12/20 23:45:41 Main Document Pg 1 of 23

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PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan is January 17, 2020, at 4:00 p.m. prevailing Eastern Time (the “Plan Objection Deadline”). Any objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state, with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (d) be filed with the Court (contemporaneously with a proof of service) and served upon the following parties so as to be actually received on or before January 17, 2020, at 4:00 p.m. prevailing Eastern Time:

Debtors Counsel to the Debtors Barneys New York, Inc. 660 Madison Avenue, 9th Floor New York, New York 10017 Attn.: Grace Fu

Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attn.: Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. and Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654 Attn.: Chad Husnick, P.C. W. Benjamin Winger Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 Attn.: Steven J. Reisman

United States Trustee Counsel to the Committee The United States Trustee for Region 2 11A Clinton Avenue, Room 620 Albany, New York 12207 Attn.: Alicia Leonhard

Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, New York 10017 Attn: Bradford Sandler Robert Feinstein

PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve the right, subject to the terms and conditions set forth in the Plan, to alter, amend, modify, or supplement any document in this Plan Supplement; provided that if any document in the Plan Supplement is altered, amended, modified or supplemented in any material respect prior to the Confirmation Hearing, the Debtors will file a blackline of such document with the Court.


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PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact Stretto, the voting and claims agent retained by the Debtors in these chapter 11 cases (the “Voting and Claims Agent”), by: (a) calling the Debtors’ restructuring hotline at (855) 202-8711 (toll-free) or (949) 346-3310 (international); (b) visiting the Debtors’ restructuring website at: https://cases.stretto.com/barneys; and/or (c) writing to Barneys New York, Inc. Ballot Processing, c/o Stretto, 8269 E. 23rd Avenue, Suite 275, Denver, CO 80238. You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.nysb.uscourts.gov. Article VIII of the Plan contains Release, Exculpation, and Injunction Provisions, and Article VIII.E contains a Third-Party Release.

Thus, you are advised to review and consider the Plan carefully because your rights might be affected thereunder.

This Notice is being sent to you for informational purposes only. If you have questions with respect to your rights under the Plan or about anything stated herein or if you would like to obtain additional information, contact the Voting and Claims Agent.

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Dated: January 12, 2020 /s/ Joshua A. Sussberg, P.C. New York, New York Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- Chad J. Husnick, P.C. W. Benjamin Winger (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel for the Debtors and Debtors in Possession

-and- Steven J. Reisman KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, New York 10022 Telephone: (212) 940-8800 Facsimile: (212) 940-8776

Co-Counsel for the Debtors and Debtors in Possession


UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK


PLAN SUPPLEMENT FOR THE JOINT CHAPTER 11 PLAN OF BARNEYS

NEW YORK, INC. AND ITS DEBTORS AFFILIATES

Table of Contents2

Exhibit A Schedule of Assumed Executory Contracts and Unexpired Leases

Exhibit B Schedule of Retained Causes of Action

Exhibit C Identity and Terms of Compensation of the Plan Administrator

Exhibit D Form of Returned Merchandise Election Form



2 Capitalized terms used but undefined herein shall have the meanings ascribed to them in the Joint Chapter 11 Plan of Barneys New York, Inc. and Its Debtors Affiliates [Docket No. 611] (as amended, supplemented, or otherwise modified from time to time, the “Plan”).


EXHIBIT A

Schedule of Assumed Executory Contracts and Unexpired Leases


EXHIBIT A

Schedule of Assumed Executory Contracts and Unexpired Lease

The Assumed Executory Contracts and Unexpired Leases as set forth on the List of Assumed Executory Contracts and Unexpired Leaes are non-exclusive and are not intended to be a comprehensive list of all Assumed Executory Contracts and Unexpired Leases. The Debtors and the Wind-Down Debtors expressly reserve their right to alter, modify, amend, remove, augment, or supplement the Schedule of Assumed Executory Contracts and Unexpired Leases at any time by adding or removing Assumed Executory Contracts and Unexpired Leases in accordance with the Plan. Failure to include any Executory Contract or Unexpired Lease herein at anytime shall not be a bar nor have any impact on the Wind-Down Debtors’ rights to assume any Executory Contract or Unexpired Lease not otherwise assumed pursuant to the Plan.


EXHIBIT A

Schedule of Assumed Executory Contracts and Unexpired Leases

Counterparty Name Description of Contract Amount Required to Cure Default Thereunder,

If Any

Aetna Life Insurance Company

Master services agreement regarding employee benefit

plans $0

Kronos Inc. Software license and services agreement $0

ADP Inc. National account services master services agreement $0

Amazon Web Services Agreement to provide certain web hosting

services $0

MetLife Agreement relating to employee benefits $0

Aptos Canada Inc. Aptos statement of work $0

IBM Agreement related to

commission calculation for store employees

$0


EXHIBIT B

Schedule of Retained Causes of Action


EXHIBIT B

Schedule of Retained Causes of Action Article IV.M of the Plan provides as follows:

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article IX hereof, the Wind-Down Debtors, as applicable, shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Wind-Down Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article IX.

The Wind-Down Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Wind-Down Debtors. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Wind-Down Debtors, as applicable, will not pursue any and all available Causes of Action against it. The Debtors or the Wind-Down Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, including Article IX of the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the Wind-Down Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Wind-Down Debtors reserve and shall retain such Causes of Action notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Wind-Down Debtors, except as otherwise expressly provided in the Plan, including Article IX of the Plan. The applicable Wind-Down Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such Causes of Action. The Wind-Down Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.


Notwithstanding and without limiting the generality of Article IV.M of the Plan, the Debtors and the Wind-Down Debtors expressly preserve and retain such claims including: (a) claims related to contracts and leases; (b) claims related to insurance policies and surety bonds; (c) claims related to deposits, adequate assurance posting, and other collateral postings; (d) claims related to liens; (e) claims, defenses, cross-claims, and counter-claims related to litigation and possible litigation; (f) claims related to accounts receivable and accounts payable; and (g) claims related to tax refunds. The Causes of Action set forth in the Plan and as set forth above are non-exclusive and are not intended to be a comprehensive list of all retained Causes of Action. Without limiting the generality of Article IV.M of the Plan, all Causes of Action that are neither claims nor Causes of Action that are released pursuant to the terms of the Plan shall constitute Retained Causes of Action, including without limitation all Causes of Action in connection with asserting or exercising any objection to any Proof of Claim not previously Allowed pursuant to the Plan or prior Final Order, rights of setoff, counterclaims, recoupment, and any defenses related thereto and all other Causes of Action in connection with asserting or exercising claims, causes of action, controversies, demands, rights, actions, Liens, indemnities, guaranties, suits, obligations, liabilities, damages, judgments, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after any Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law, but excluding those expressly released pursuant to the Plan. The Wind-Down Debtors expressly reserve the right to alter, modify, amend, remove, augment, or supplement the List of Retained Causes of Action at any time with additional Causes of Action in accordance with the Plan. Failure to include any Cause of Action herein at anytime shall not be a bar nor have any impact on the Wind-Down Debtors’ rights to bring any Cause of Action not otherwise released pursuant to the Plan. All rights to enforce, commence, prosecute, pursue, settle, or take any other action with respect to any Cause of Action shall be preserved for the sole benefit of the Wind-Down Debtors, regardless of whether any Causes of Action or any entity is specifically referenced herein, in the Plan, in the Disclosure Statement, or in any Plan Supplement. The decision whether to enforce, commence, prosecute, pursue, settle, or take any other action with respect to any Causes of Action, or to refrain from doing so, shall remain within the sole discretion of the Plan Administrator.


EXHIBIT C

Identity and Terms of Compensation of the Plan Administrator


EXHIBIT C

Identity and Terms of Compensation of the Plan Administrator

M-III Partners, LP (“M-III”), shall provide certain Plan administration services and make available Christopher Good, a Director, to serve as (and who is deemed designated) the “Plan Administrator.” The Plan Administrator’s compensation will be substantially consistent with M-III’s hourly rates during the pendency of these chapter 11 cases.


EXHIBIT D

Form of Returned Merchandise Election Form


UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK


NOTICE TO CUSTOMERS REGARDING ELECTION OF TREATMENT FOR RETURNED MERCHANDISE

PLEASE TAKE NOTICE THAT on August 6, 2019 (the “Petition Date”), Barneys New York, Inc. and the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”).

PLEASE TAKE FURTHER NOTICE THAT on December 19, 2019, the Court entered an order [Docket No. 612] (the “Disclosure Statement Order”): (a) authorizing the Debtors to solicit acceptances for the Joint Chapter 11 Plan of Barneys New York, Inc. and Its Debtor Affiliates (as may be modified, amended, or supplemented from time to time, the “Plan”); (b) approving the Disclosure Statement for the Joint Chapter 11 Plan of Barneys New York , Inc. and Its Debtor Affiliates (as may be modified, amended, or supplemented from time to time, the “Disclosure Statement”)2 as containing “adequate information” pursuant to section 1125 of the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the Solicitation Package; and (d) approving procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan.

PLEASE TAKE FURTHER NOTICE THAT on January 24, 2020, the Court held a hearing to consider Confirmation of the Plan (the “Confirmation Hearing”).

PLEASE TAKE FURTHER NOTICE THAT on January [●], 2020, following the Confirmation Hearing, the Plan was confirmed pursuant to the Court’s Findings of Fact,



2 Capitalized terms used but not defined herein shall have the meanings given to them in the Disclosure Statement or the Plan, as applicable. Copies of the Plan and Disclosure Statement have been enclosed with this Notice in electronic format.


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Conclusions of Law, and Order Confirming Joint Chapter 11 Plan of Barneys New York, Inc. and Its Debtor Affiliates [Docket No. ●] (the “Confirmation Order”).

PLEASE TAKE FURTHER NOTICE THAT merchandise returned to the Debtors after [•], 2019 (the “Return Deadline”) may give rise to a “Returned Merchandise Claim” against the Debtors. Because of the nature and treatment of Returned Merchandise Claims under the Plan, Holders of Returned Merchandise Claims are not entitled to vote on the Plan. However, failure of any Holder to elect different treatment of their Returned Merchandise Claim before February [●], 2020, at 4:00 p.m. (prevailing Eastern Time) shall be deemed such Holder’s consent to the treatment of such Holder’s Returned Merchandise Claim under the Plan and as described herein.

CRITICAL INFORMATION REGARDING RETURNED MERCHANDISE AND PROCEDURES FOR CUSTOMERS TO ELECT TREATMENT

Pursuant to that certain Agency Agreement, dated as of October 16, 2019, by and among the Debtors, Great American Group, LLC (“Agent”), and ABG-Barneys, LLC, the Agent agreed to accept Returned Merchandise (as defined in the Agency Agreement) during the first seven days of the Sale Term (as defined in the Agency Agreement), which ran from November 1, 2019 through the Return Deadline.3 Returned Merchandise delivered to the Debtors following the Return Deadline may give rise to Returned Merchandise Claim against the Debtors. You are receiving this notice because the Debtors’ records show that you delivered Returned Merchandise to the Debtors after the Return Deadline and may be a Holder of a Returned Merchandise Claim. The Debtors are providing Holders of Returned Merchandise Claims with the opportunity to elect one of two options with respect to treatment thereof, if any. Specifically, such Holders may elect (a) to assert an Administrative Claim against the Debtors for the value of their Returned Merchandise Claim by filing an original, written Proof of Administrative Claim (a “Proof of Administrative Claim”), substantially in the form attached hereto as Exhibit 1 (the “Proof of Administrative Claim Form”)4 or (b) to contact Stretto via the procedures set forth below to request that Returned Merchandise attributable to such Holder be shipped back to the Holder at the Holder’s sole cost and expense, in full and final satisfaction of such Holder’s Returned Merchandise Claims. If you have an Allowed Administrative Claim, you will receive the treatment provided under the Plan on account of such Claim. You must make your election by [•], 2020, at 4:00 p.m. (prevailing Eastern time) (the “Election Deadline”). 3 A copy of the Agency Agreement was attached as Exhibit E to the Stalking Horse Purchase Agreement attached

as Exhibit A to the Debtors’ Notice of Entry into Stalking Horse Purchase Agreement and Related Deadlines under the Bidding Procedures [Docket No. 356], filed on October 16, 2019. The Agency Agreement was approved by the Court pursuant to that certain Order Authorizing (I) Entry into and Performance under the Asset Purchase Agreement and Agency Agreement, (II) Sale of the Debtors’ Assets, and (III) Granting Related Relief [Docket No. 494], which was entered by the Court on November 1, 2019.

4 Copies of the Proof of Administrative Claim Form may also be obtained: (a) upon request to Stretto (the notice and claims agent retained in these chapter 11 cases) by calling (855) 202-8711 (toll free) or, for international callers, (949) 346-3310; (b) by visiting the website maintained in these chapter 11 cases at http://case.stretto.com/barneys; or (c) for a fee via PACER by visiting http://www.nysb.usccourts.gov.


http://case.stretto.com/barneys

http://www.nysb.usccourts.gov/

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If you previously asserted an Administrative Claim with respect to Returned Merchandise in accordance with that certain Order (A) Setting Bar Dates for Submitting Proofs of Claim, (B) Approving Procedures for Submitting Proofs of Claim, (C) Approving Notice Thereof, and (D) Granting Related Relief [Docket No. 214] (the “Administrative Claims Procedures Order”), then you do not need to file an additional Proof of Administrative Claim to assert a Returned Merchandise Claim. You may, however, contact Stretto to elect in the alternative to have Returned Merchandise returned to you at your sole cost and expense, in full and final satisfaction of your Returned Merchandise Claim, if any. For your convenience, enclosed with this notice (this “Notice”) is a Proof of Administrative Claim Form. As used in this Notice, the term “entity” has the meaning given to it in section 101(5) of the Bankruptcy Code and includes all persons, estates, trusts, governmental units, and the Office of the United States Trustee for the Southern District of New York. In addition, the terms “persons” and “governmental units” are defined in sections 101(41) and 101(27) of the Bankruptcy Code, respectively. As used in this Notice, the term “claim” means, as to or against the Debtors and in accordance with section 101(5) of the Bankruptcy Code: (a) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. If you fail to elect treatment of your Returned Merchandise Claim, if any, prior to the Election Deadline and in accordance with the procedures set forth herein, then you shall be forever barred and estopped from asserting a Returned Merchandise Claim against the Debtors and/or receiving distributions from the Debtors on account of Returned Merchandise Claims in these chapter 11 cases. Returned Merchandise Claims, if asserted as Administrative Claims and Allowed by the Court, will participate in the treatment of Allowed Administrative and Priority Claims under the Plan. If asserted as Administrative Claims but not Allowed, Returned Merchandise Claims will receive no distributions under the Plan. Generally, holders of administrative or priority claims are entitled to be paid allowed amounts in full as a condition to the approval of a plan and do not have to take any action. However, holders of administrative and priority claims can agree to “different treatment” for such claim and such agreement can enable a debtor to confirm a chapter 11 plan. As explained in the Disclosure Statement approved by the Bankruptcy Court, including Article III.E thereof, there may be insufficient funds to pay Holders of Allowed Administrative and Priority Claims in full. If an administrative or priority creditor objects to confirmation of the Plan asserting that it is entitled to payment in full under section 1129(a)(9) of the Bankruptcy Code, the Debtors may not be able to confirm the Plan. If the Plan cannot be confirmed for any reason, including, as a result


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of any such objections, the Plan shall act as a motion seeking dismissal of the chapter 11 cases in accordance with the Bankruptcy Code. It is likely that Holders of Allowed Administrative, Priority Tax, and Other Priority Claims would receive a smaller distribution on account of such Claims under any alternative to the Plan. The Debtors also may be unable to grant the same releases under any alternative to the Plan. The Debtors estimate, based on the assumptions set forth in the Disclosure Statement, that the amount of Distributable Cash as of the Effective Date available to pay holders of certain claims, including administrative and priority claims, under the Plan will be between $3 million and $6 million. The Plan provides for Holders of Allowed Administrative Claims and Priority Tax Claims to be paid from Distributable Cash and, if such Holders agree to the “different treatment” as set forth in the Plan, they will receive their share of this fund to the extent their claim is allowed. Holders of Allowed Other Priority Claims would be entitled to share in Distributable Cash if and only if there is any Distributable Cash remaining after satisfying all Allowed Administrative Claims and Priority Tax Claims. The Plan also provides that the Debtors will grant releases to Holders of Allowed Administrative Claims, Priority Tax Claims, and Other Priority Claims that do not object to the Plan. As set forth in the Disclosure Statement, because the Debtors believe it is unlikely all Allowed Administrative and Priority Claims will be paid in full in Cash, they further believe that it is unlikely that Holders of Allowed Other Priority Claims will receive a Cash recovery under the Plan on account of such Claims. The Plan consideration for such Holders that do not oppose the Plan would be the mutual releases described herein. The Debtors cannot predict at this time the exact amount of recovery that Holders of Allowed Administrative, Priority Tax, and Other Priority Claims will receive as it will depend on the total amount of all claims entitled to share in the fund. HOLDERS OF ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND OTHER PRIORITY CLAIMS THAT DO NOT OBJECT TO THE PLAN OR WHO DO NOT RETURN THIS FORM WILL BE DEEMED A “RELEASED PARTY” AND BENEFIT FROM THE DEBTOR RELEASES UNDER THE PLAN. IF A HOLDER OBJECTS TO THE PLAN, OR RETURNS THIS FORM WITH THE BOX CHECKED TO NOT AGREE TO THEIR PROPOSED TREATMENT, THEY WILL NOT RECEIVE A DEBTOR RELEASE.


CRITICAL INFORMATION REGARDING OBJECTING TO THE PLAN OR CONSENTING TO THE TREATMENT THEREUNDER

Article VIII of the Plan contains Release, Exculpation, and Injunction provisions, and Article VIII.E contains a Third-Party Release.

Thus, you are advised to review and consider the Plan carefully because your rights might be affected thereunder.

Binding nature of the Plan:

If confirmed, the Plan will bind all Holders of Claims or Interests to the maximum extent permitted by applicable law, whether or not such Holder will receive or retain any property or interest in property under the Plan or has filed a Proof of Claim in these Chapter 11 Cases.

THE DEADLINE TO ELECT TREATMENT WITH RESPECT TO RETURNED MERCHANDISE CLAIMS IS 4:00 P.M., PREVAILING EASTERN TIME, ON FEBRUARY [●], 2020. I, the undersigned Holder of a Returned Merchandise Claim, elect: Option A: I elect to assert my Returned Merchandise Claim as an Administrative Claim in accordance with the procedures set forth in this Notice. _____ Option B: I will contact Stretto to arrange, at my sole cost and expense, to retake possession of Returned Merchandise attributable to me, if any, in full and final satisfaction of my Returned Merchandise Claims, if any. _____ PLEASE CHECK ONLY ONE OPTION. Name:_______________________________ Address:______________________________________ Preferred Contact Information (Telephone and/or Email):_______________________________ Signature: By:_____________________________________ Name:________________________________________ Title:_________________________________________


PLEASE COMPLETE, SIGN, AND DATE THIS ELECTION FORM AND RETURN IT (WITH AN ORIGINAL SIGNATURE) PROMPTLY VIA FIRST CLASS MAIL

(OR THE ENCLOSED REPLY ENVELOPE PROVIDED) OR EMAIL TO: Barneys Merchandise Return Processing

c/o Stretto 8269 E 23rd Ave, Ste 275

Denver, CO 80238 [email protected]

You may also contact Stretto via phone at: (855) 202-8711 (toll-free) or (949) 346-3310 (international).

I. INSTRUCTIONS FOR FILING PROOFS OF ADMINISTRATIVE CLAIM

If you elected Option A above, you will need to file a Proof of Administrative Claim to assert an Administrative Claim for the value of Returned Merchandise attributable to you. As established by the Administrative Claims Procedures Order, the following requirements shall apply with respect to filing and preparing each Proof of Administrative Claim:

a. Contents. Each Proof of Administrative Claim must: (i) be written in English; (ii) include a claim amount denominated in United States dollars; (iii) conform substantially with the Proof of Administrative Claim Form provided by the Debtors or Official Form 410; and (iv) be signed by the claimant or by an authorized agent or legal representative of the claimant on behalf of the claimant, whether such signature is an electronic signature or is ink.

b. Electronic Signatures Permitted. Proofs of Administrative Claim signed electronically by the claimant or an authorized agent or legal representative of the claimant may be deemed acceptable for purposes of claims administration. Copies of Proofs of Administrative Claim or Proofs of Administrative Claim sent by facsimile or electronic mail will not be accepted.

c. Identification of the Debtor Entity. Each Proof of Administrative Claim must clearly identify the Debtor against which a claim is asserted, including the individual Debtor’s case number. A Proof of Administrative Claim filed under the joint administration case number or otherwise without identifying a specific Debtor, will be deemed as filed only against Barneys New York, Inc.

d. Claim Against Multiple Debtor Entities. Each Proof of Administrative Claim must state a claim against only one Debtor and clearly indicate the Debtor against which the claim is asserted. To the extent more than one Debtor is listed on the Proof of Administrative Claim, such claim may be treated as if filed only against Barneys New York, Inc.


mailto:[email protected]

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e. Supporting Documentation. Each Proof of Administrative Claim must include supporting documentation as contemplated by Bankruptcy Rules 3001(c) and 3001(d). If, however, such documentation is voluminous, upon prior written consent of the Debtors’ counsel, such Proof of Administrative Claim may include a summary of such documentation or an explanation as to why such documentation is not available; provided that any creditor that received such written consent shall be required to transmit such writings to Debtors’ counsel upon request no later than ten days from the date of such request.

f. Timely Service. Each Proof of Administrative Claim must be filed, including supporting documentation, so that Debtors’ notice and claims agent, Stretto, actually receives the Proof of Administrative Claim on or before the Election Deadline by either (i) electronically using the interface available on Stretto’s website at https://case.stretto.com/barneys or (ii) U.S. Mail or other hand-delivery system, which Proof of Administrative Claim must include an original signature, at the following address:

Barneys Merchandise Return Processing c/o Stretto

8269 East 23rd Avenue, Suite 275 Denver, Colorado 80238

PROOFS OF ADMINISTRATIVE CLAIM SUBMITTED BY FACSIMILE OR ELECTRONIC MAIL WILL NOT BE ACCEPTED.

g. Receipt of Service. Claimants submitting a Proof of Administrative Claim through non-electronic means wishing to receive acknowledgment that their Proofs of Administrative Claim were received by Stretto must submit a copy of the Proof of Administrative Claim Form (in addition to the original Proof of Administrative Claim Form sent to Stretto) and a self-addressed, stamped envelope.

II. CONSEQUENCES OF FAILING TO TIMELY FILE YOUR PROOF OF ADMINISTRATIVE CLAIM

Any entity that is required, but fails, to file a Proof of Administrative Claim with respect to Returned Merchandise in accordance with the procedures set forth in this Notice on or before the Election Deadline shall be forever barred, estopped, and enjoined from asserting such claim against the Debtors (or filing a Proof of Administrative Claim with respect thereto) and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to or arising from such claim.


https://case.stretto.com/barneys

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Any such entity who is required, but fails, to file a Proof of Administrative Claim in accordance with the procedures set forth herein on or before the Election Deadline shall be prohibited from participating in any distribution in these chapter 11 cases on account of such claim or receiving further notices regarding such claim.

III. RESERVATION OF RIGHTS

Nothing contained in this Notice is intended to or should be construed as a waiver of the Debtors’ right to dispute, or assert offsets or defenses against, any claim as to the nature, amount, liability, or classification thereof.

IV. ADDITIONAL INFORMATION

Copies of the the Confirmation Order, the Plan, the Disclosure Statement, pleadings filed, ordered entered by the Court, and other information regarding these chapter 11 cases are available for inspection free of charge on the Debtors’ website at https://case.stretto.com/barneys. The Confirmation Order, the Plan, the Disclosure Statement, and other filings in these chapter 11 cases are also available for a fee at the Court’s website at http://www.nysb.uscourts.gov. A login identification and password to the Court’s Public Access to Electronic Records (“PACER”) are required to access this information and can be obtained through the PACER Service Center at http://www.pacer.psc.uscourts.gov.

If you require additional information regarding the filing of a Proof of Administrative Claim, you may contact the Debtors’ restructuring hotline at: (855) 202-8711 (toll-free) or (917) 962-8499 (international).

A HOLDER OF A POSSIBLE CLAIM AGAINST THE DEBTORS SHOULD CONSULT AN ATTORNEY REGARDING ANY MATTERS NOT COVERED BY THIS NOTICE,

SUCH AS WHETHER THE HOLDER SHOULD FILE A PROOF OF CLAIM.

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http://www.nysb.uscourts.gov/

http://www.pacer.psc.uscourts.gov/

Dated: [●], 2019 /s/ DRAFT New York, New York Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- Chad J. Husnick, P.C. W. Benjamin Winger (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 -and- Steven J. Reisman KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, New York 10022 Telephone: (212) 940-8800 Facsimile: (212) 940-8776 Co-Counsel for the Debtors and Debtors in Possession


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