Quinn Emanuel Urquhart & Sullivan, LLP pro hac vice Floor · Quinn Emanuel Urquhart & Sullivan, LLP Susheel Kirpalani (admitted pro hac vice) Daniel S. Holzman (admitted pro hac vice)

Quinn Emanuel Urquhart & Sullivan, LLP Susheel Kirpalani (admitted pro hac vice) Daniel S. Holzman (admitted pro hac vice) Eric Kay (admitted pro hac vice) 51 Madison Avenue, 22nd Floor New York, New York 10010

Attorneys for Debtors and Debtors-in-Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re § Chapter 11§

CHINOS HOLDINGS, INC., et al.,1 § Case No. 20-32181 (KLP)§

Debtors. § (Jointly Administered)

SECOND MONTHLY FEE STATEMENT OF QUINN EMANUEL URQUHART & SULLIVAN, LLP AS SPECIAL COUNSEL TO J. CREW OPERATING CORP.

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED DURING

THE PERIOD OF JUNE 1, 2020, THROUGH JUNE 30, 2020

Name of Applicant: Quinn Emanuel Urquhart & Sullivan, LLP Name of Client: J. Crew Operating Corp.Retention Date: May 4, 2020 Time Period Covered: June 1, 2020, through June 30, 2020 Total Fees Requested: $53,408.40 (80% of $66,760.50) Total Expenses Requested: $287.50 Type of Fee Statement Second Monthly Fee Statement

Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy

Code”), rule 2016 of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”), rule

2016-1 of the Local Rules of Bankruptcy Practice and Procedures of the United States Bankruptcy

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC (7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate headquarters and service address is 225 Liberty Street, New York, New York 10281.

Case 20-32181-KLP Doc 905 Filed 09/09/20 Entered 09/09/20 13:04:47 Desc MainDocument Page 1 of 16

2

Court for the Eastern District of Virginia (the “Local Rules”), and the Order (I) Establishing

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals and (II)

Granting Related Relief entered May 28, 2020 (the “Interim Compensation Order”) (ECF No.

389), Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn Emanuel”), special counsel to J. Crew

Operating Corp (“J. Crew Op Co” or the “Debtor”), hereby files its Second Monthly Fee Statement

for Allowance of Compensation for Services Rendered and Reimbursement of Expenses Incurred

During the Period June 1, 2020, through June 30, 2020 (the “Monthly Fee Statement”), for the

amount of $53,408.40 which represents 80% of the total fees incurred by Quinn Emanuel for

reasonable and necessary professional services rendered and $287.50 for the reimbursement of the

actual and necessary expenses incurred from June 1, 2020, through June 30, 2020 (the “Fee

Period”).

Itemization of Services Rendered and Disbursements Incurred

1. In support of this Monthly Fee Statement, Quinn Emanuel has attached the

following:

Exhibit A is a summary schedule of hours and fees covered by this Monthly Fee Statement, categorized by project code;

Exhibit B is a summary schedule of the time expended by all Quinn Emanuel professionals and paraprofessionals engaged in the representation of the Debtor during the Fee Period;

Exhibit C is a summary of the expenses incurred by Quinn Emanuel during the Fee Period; and

Exhibit D is a detailed invoice for the hours expended and fees incurred by Quinn Emanuel professionals and paraprofessionals engaged in the representation of J. Crew Op Co during the Fee Period.

Representations

2. Although every effort has been made to include all fees and expenses incurred in

the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due


3

to delays caused by accounting and processing during the Fee Period. Quinn Emanuel reserves

the right to make further application to this Court for allowance of such fees and expenses not

included herein. Subsequent fee statements and applications will be filed in accordance with the

Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Interim Compensation Order.

Notice

3. Notice of this Monthly Fee Statement has been provide to all necessary parties in

accordance with the Interim Compensation Order.

WHEREFORE, Quinn Emanuel Urquhart & Sullivan, LLP respectfully requests payment

of $53,695.90, which is 80% of the fees incurred for reasonable and necessary professional

services rendered and 100% of the actual and necessary costs and expenses incurred during the

Fee Period.

Respectfully submitted this 9th day of September, 2020.

QUINN EMANUEL URQUHART & SULLIVAN, LLP

By: /s/ Susheel Kirpalani Susheel Kirpalani (admitted pro hac vice) Zachary Russell 51 Madison Avenue, 22nd Floor New York, New York 10010 Telephone: 212-849-7000 Facsimile: 212-849-7100 Email: [email protected]

[email protected]

SPECIAL COUNSEL TO J. CREW OPERATING CORP.


EXHIBIT A

PROJECT CODE

PROJECT CATEGORY TOTAL HOURS

TOTAL FEES

JC02 Corporate Governance and Board Matters 57.2 $64,170.50 JC03 Employment and Fee Applications 3.7 $2,590.00

TOTAL 60.9 $66,760.50


EXHIBIT B

PROFESSIONAL TITLE HOURS RATE AMOUNT

Susheel Kirpalani Partner 19.4 $1,595.00 $30,943.00 Eric M. Kay Counsel 1.7 $1,100.00 $1,870.00 Daniel Holzman Counsel 2.0 $1,015.00 $2,030.00 Jennifer Nassiri Counsel 14.9 $1,000.00 $14,900.00 Zachary Russell Associate 7.9 $825.00 $6,517.50 Stella Li Associate 15.0 $700.00 $10,500.00 Total 60.9 $66,760.50


EXHIBIT C

EXPENSE COST

Hosting per GB – 6.25 $87.50 Viewpoint User Fees $200.00 Total $287.50


EXHIBIT D


quinn emanuel trial lawyers LOS ANGELES | NEW YORK | SAN FRANCISCO | SILICON VALLEY |

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PARIS | MUNICH | SYDNEY | HONG KONG | HOUSTON | BOSTON |

BRUSSELS | SEATTLE | ZURICH | SHANGHAI |STUTTGART |PERTH |

SALT LAKE CITY |

865 S. Figueroa Street, 10th Floor

Los Angeles, California 90017

Confidential – May include attorney-client privileged and work-product information

los angeles | new york | san francisco | silicon valley | chicago | dc | london | mannheim | tokyo| hamburg | paris | munich

sydney | hong kong | houston | brussels | seattle | zurich | shanghai | stuttgart | perth | boston | salt lake city

July 20, 2020

Maria Di Lorenzo

General Counsel

J. Crew Group, Inc.

225 Liberty Street, 17th Floor

New York, New York 10281

Matter #: 09955-00001

Invoice Number: 101-0000105304

Responsible Attorney: Susheel Kirpalani

Special Counsel to J. Crew

For Professional Services through June 30, 2020 in connection with representing a special committee of the

board of J.Crew to review historical transactions in connection with a possible restructuring of the

company's assets and liabilities in chapter 11 bankruptcy.

Fees $66,760.50

Expenses $287.50

Net Amount $67,048.00

Total Due This Invoice $67,048.00

Balance Due from Previous Statement(s) $1,181,639.63

Total Balance Due $1,248,687.63


quinn emanuel trial lawyers July 20, 2020

Page 2

Matter #: 09955-00001




Statement Detail

JC02 Corporate Governance and Board Matters

06/01/20 SL3 Review and finalize pleading in

response to DIP motion and emails

with local counsel re same (0.8); email

as-filed version to D.J. Baker and

team (0.2); email with R. Kost re

comments (.1); draft protective order

with UCC (.4).

1.50 1,050.00

06/01/20 EMK Review docs, emails re pleading

relating to 2017 transactions and

secured party releases (0.5).

0.50 550.00

06/01/20 DH3 Coordinate finalization of

resolutions.

0.20 203.00

06/01/20 ZR1 Finalize interview notes. 4.60 3,795.00

06/01/20 SK2 Final review and edits to Response in

respect of DIP Motion to inform of

Review Committee’s findings and

position (1.1).

1.10 1,754.50

06/01/20 JNA Attend to multiple emails with S. Li

and Z. Russell regarding production

to committee in connection with

review of 2017 transaction (.2);

consider common interest issues (.2).

0.40 400.00

06/02/20 SL3 Emails with J. Nassiri re common

interest agreement (0.1).

0.10 70.00

06/02/20 JNA Multiple emails regarding common

interest agreement (.6); review and

revise same (.3); emails with R. Kost

regarding status (.1).

1.00 1,000.00

06/02/20 SK2 Prepare remarks for and attend

Special Committee of the Board

conference call to discuss Review

Committee’s process and findings

(1.5); attend full Board call to discuss

Review Committee’s determinations

(1.0).

2.50 3,987.50

06/03/20 SL3 Draft protective order (2.6); review

Debtors' DIP omnibus reply (0.2).

2.80 1,960.00


quinn emanuel trial lawyers

July 20, 2020

Page 3

Matter #: 09955-00001




06/03/20 JNA Review and revise draft stipulated

protective order (.8); multiple emails

regarding strategy and common

interest agreement (.4); review

omnibus response to DIP Financing

motion (.4).

1.60 1,600.00

06/03/20 EMK Review Debtors’ reply to DIP

objections and revised Final DIP

Order related to 2017 transactions

and secured party releases (1.2).

1.20 1,320.00

06/03/20 SK2 Review Debtors’ reply brief in further

support of DIP hearing (1.0); review

ad hoc committee of lenders’ brief in

support (.7); review UCC objection in

connection w/tomorrow’s hearing

(1.2); corresp w/S. Li, J. Nassiri re

status of common interest protective

order (.2); TC w/R. Dahl (Weil) re

anticipated presentation re DIP

hearing (.5).

3.60 5,742.00

06/03/20 ZR1 Review common-interest agreement. 0.90 742.50

06/04/20 JNA Review final draft of protective order

(.4); emails with to A. Kornfeld

regarding same (.2); telephonically

attend final DIP financing hearing

(1.8).

2.40 2,400.00

06/04/20 SL3 Telephonically attend DIP hearing

(1.5); revise protective order and calls

and emails with J. Nassiri, the UCC

and local counsel re same (0.3).

1.80 1,260.00

06/04/20 DH3 Telephonically attend DIP hearing. 1.80 1,827.00

06/04/20 ZR1 Attend DIP hearing. 1.80 1,485.00

06/04/20 SK2 Corresp w/R. Dahl (Weil) re

presentation at hearing, latest

developments (.2); prepare for DIP

hearing to respond to possible

questions from bench, UCC (.8);

attend DIP hearing before Judge

Phillips (2.0).

3.00 4,785.00

06/05/20 JNA Emails with S. Li regarding privilege

issues (.2); review privilege

0.40 400.00


quinn emanuel trial lawyers July 20, 2020

Page 4

Matter #: 09955-00001




stipulation regarding same (.2).

06/05/20 SL3 Emails re protective order with local

counsel and with Weil (0.3).

0.30 210.00

06/06/20 SL3 Emails with J. Nassiri and call with

Weil re privilege issue (0.2).

0.20 140.00

06/06/20 JNA Emails with R. Carangelo regarding

document production to committee

(.2); emails with S. Li regarding same

(.1); telephone conference with Weil

team regarding same (.2).

0.50 500.00

06/06/20 ZR1 Attend TC with Weil regarding

discovery to UCC.

0.20 165.00

06/11/20 JNA Review committee motion to retain

expert (.4); emails with QE team

regarding strategy (.1); prepare

correspondence to R. Carangelo

regarding same (.1); review

correspondence from R. Carangelo in

response (.1).

0.70 700.00

06/11/20 SK2 Review proposed retention of

Creditors’ Committee’s application to

retain valuation expert (.6); corresp

w/team re experience w/expert (.2).

0.80 1,276.00

06/11/20 ZR1 Review UCC expert application. 0.40 330.00

06/12/20 JNA Emails regarding production of

documents to committee and status

of same (.3); review search terms

requested by committee (.1).

0.40 400.00

06/15/20 SL3 Review email from R. Carangelo re

production to UCC and email to S.

Kirpalani re same.

0.20 140.00

06/15/20 JNA Review multiple emails regarding

common interest with committee.

0.20 200.00

06/16/20 SK2 Prepare for and attend meeting of

Special Committee of Board (.6).

0.60 957.00

06/18/20 JNA Emails with R. Carangelo regarding

committee document requests.

0.20 200.00

06/19/20 JNA Review common interest agreement

and stipulated protective order (.7);

2.20 2,200.00



July 20, 2020

Page 5

Matter #: 09955-00001




telephone conference with S. Li

regarding committee discovery issues

(.2); multiple emails with S. Li and S.

Kirpalani regarding same (.6); emails

with R. Carangelo regarding

conference call to discuss documents

production (.3); review committee

objection to adequacy of disclosure

statement (.4).

06/19/20 SL3 Emails and call with J. Nassiri, S.

Kirpalani and UCC counsel re

documents production (1.2).

1.20 840.00

06/19/20 SK2 Review objection to disclosure

statement filed by UCC (.9); confer

w/R. Schrock, R. Dahl (Weil) re

accuracy of disclosure statement in

attempt to manage issues raised (.5);

review disclosure statement (1.5);

corresp w/D.J. Baker to explain

objection and issues (.4).

3.30 5,263.50

06/20/20 JNA Emails regarding pleading in support

of plan confirmation.

0.20 200.00

06/20/20 SK2 Conf call w/Weil team re plan for

handling disclosure hearing and

coordination of efforts (.4).

0.40 638.00

06/22/20 JNA Team call with Weil regarding

documents produced to Committee

(.3); telephone conference with R.

Carangelo regarding same (.2);

telephone conference with S. Li

regarding strategy (.2); multiple

emails regarding procedure for

review of same (.6).

1.30 1,300.00

06/22/20 SL3 Emails and calls with J. Nassiri, Z.

Russell, Weil and UCC re documents

production to UCC and review

materials re same (1.6).

1.60 1,120.00

06/23/20 JNA Attention to multiple emails with T.

Flannagan, S. Li and Justin D’Aloia

regarding production of additional

documents and confidentiality issues

(.4); review agenda of hearing set for

0.60 600.00



July 20, 2020

Page 6

Matter #: 09955-00001




June 25 in connection with disclosure

statement hearing (.2).

06/23/20 SL3 Emails with team, Weil and UCC re

documents production (0.4).

0.40 280.00

06/24/20 SL3 Emails with S. Kirpalani and J.

Nassiri re disclosure statement

hearing and pull related documents

(0.4).

0.40 280.00

06/24/20 SK2 Review disclosure statement reply

papers prepared by Weil (.9); corresp

w/S. Li re assistance w/hearing

tomorrow (.2).

1.10 1,754.50

06/25/20 JNA Review Deloitte and Landlord

opposition to adequacy of disclosure

statement (.6); review ad hoc lender

response in connection with same

(.3); review debtor reply (.4);

participate in hearing on approval of

disclosure statement (1.0); review

revised disclosure statement in

connection with same (.4); emails

with S. Li regarding deadline to file

pleading in support of plan

confirmation (.1).

2.80 2,800.00

06/25/20 SL3 Telephonically participate in

disclosure statement hearing and

emails with J. Nassiri re same (0.8).

0.80 560.00

06/25/20 SK2 Reviewing all papers filed in respect

of disclosure statement in

preparation for hearing (1.5); attend

disclosure statement hearing (1.5).

3.00 4,785.00

SUBTOTAL 57.20 64,170.50

JC03 Employment and Fee Applications

06/10/20 SL3 Prepare fee application (2.1). 2.10 1,470.00

06/12/20 SL3 Review Compensation Order. 0.10 70.00

06/17/20 SL3 Prepare fee application (1.1). 1.10 770.00

06/18/20 SL3 Prepare fee application (0.4). 0.40 280.00



July 20, 2020

Page 7

Matter #: 09955-00001




SUBTOTAL 3.70 2,590.00

Fee Summary

Attorneys Init. Title Hours Rate Amount

Susheel Kirpalani SK2 Partner 19.40 1,595.00 30,943.00

Eric M. Kay EMK Counsel 1.70 1,100.00 1,870.00

Daniel Holzman DH3 Counsel 2.00 1,015.00 2,030.00

Jennifer Nassiri JNA Counsel 14.90 1,000.00 14,900.00

Zachary Russell ZR1 Associate 7.90 825.00 6,517.50

Stella Li SL3 Associate 15.00 700.00 10,500.00

Expense Summary

Description Amount

Online Research 0.00

Litigation Support Costs

Hosting per GB - 6.25 87.50

Viewpoint User Fees 200.00

Total Expenses $287.50


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Current Invoice Summary

Matter Name : Special Counsel to J. Crew

Matter #: 09955-00001

Bill Date: July 20, 2020

Invoice Number: 101-

0000105304

Total Fees ....................................................... $66,760.50

Expenses ............................................................ $287.50

Total Due this Invoice ....................................................... $67,048.00

Payment Due By August 24, 2020

Account Summary

Balance Due from Previous Statement(s) .................................................. $1,181,639.63

Total Balance Due .................................................. $1,248,687.63

Current Account Summary

Date Invoice No. Month of Service Amount Billed Payments Applied Outstanding Amount

06/18/20 101-

0000103972

May 2020 $56,354.00 $0.00 $56,354.00

06/18/20 101-

0000103974

May 2020 $1,125,285.63 $0.00 $1,125,285.63

07/20/20 101-

0000105304

June 2020 $67,048.00 $0.00 $67,048.00

Please reference invoice number and send check to:

Quinn Emanuel Urquhart & Sullivan, LLP

865 S. Figueroa St., 10th Floor

Los Angeles, CA 90017

Or Wire funds City National Bank

to: 555 South Flower St., 12th Floor

Los Angeles, CA 90071

Account Info: Quinn Emanuel Urquhart & Sullivan, LLP

Bank Account: Deposit Account #210032347

Bank ABA No.: 1220-16066

Swift Code: CINAUS6L

References: Invoice number and client name / matter number please

Tax ID# 95-4004138


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Documents

Quinn Emanuel Urquhart & Sullivan, LLP pro hac vice Floor · Quinn Emanuel Urquhart & Sullivan, LLP Susheel Kirpalani (admitted pro hac vice) Daniel S. Holzman (admitted pro hac vice)