The New York Times - USA (2020-10-26)

THE NEW YORK TIMES, MONDAY, OCTOBER 26, 2020 N B5

last year. The app is now used in
more than three-quarters of
American schools, including big
districts like Dallas and Los Ange-
les.
“In a matter of two days the
world flipped upside down,” said
Victoria Lawyer, global sales
manager at Seesaw. Seesaw usu-
ally pitched large districts for six
months or so before one signed
up. Suddenly, she said, those dis-
tricts were saying: “We need to
get set up by tomorrow. What can
you do?”
But Seesaw’s experience also
shows the kinds of hurdles that a
company must jump in such ex-
treme circumstances, going
through years’ worth of growing
pains in a few months.
Other digital education prod-
ucts, like Zoom and Google Class-
room, experienced similar growth
spurts and ran into their own
problems — such as unwelcome
strangers who dropped in to those
early weeks of Zoom school. But
they are public companies with re-
sources to spare. Seesaw had just
60 employees in February, when
the coronavirus hit the United

States, and was trying to prove
that it deserved a tryout for the
big leagues.
Small issues that the company
knew about but hadn’t addressed
before the pandemic became sig-
nificant problems. Teachers
begged for app reliability, but
some changes Seesaw made for
at-home use didn’t always work
smoothly. While Seesaw execu-
tives wanted the app to be inter-
esting for students, it had to be
streamlined enough for frazzled
parents suddenly running at-
home school.
All this happened while Seesaw,
like many other companies,
closed its headquarters and
shifted employees to working
from home, where many juggled
their work with their own chil-
dren’s classes.
“We’re going through what ev-
eryone else is going through in
terms of balancing child care and

home-schooling and working

from home,” Carl Sjogreen, one of

the company’s founders, said.

“The intensity of the growth in our

business at the same time is a

challenge and a struggle.”

Mr. Sjogreen, 42, and Seesaw’s

other founder, Adrian Graham, 41,

first met at Google in the early

2000s. They left, founded a travel-

advice start-up and moved to

Facebook as product managers

when it acquired their company.

In 2012, they left Facebook and

started Shadow Puppet, an app

that lets people make videos by

adding voice-overs to photos and

other social media.

They thought Shadow Puppet

was almost embarrassingly sim-

ple. But the app proved popular

with teachers, and it led to the idea

for Seesaw.

In the fall of 2014, teachers try-

ing out an early version of Seesaw

reported back with comments

that surprised the founders, Mr.

Graham said. Some students

opened up once they had an audio

recorder, the teachers said, and

some who might not be great writ-

ers — and didn’t seem that en-

gaged as a result — made lively

videos or digital drawings once

those became an option.

In January 2015, Seesaw re-

leased the app to the public. It’s

free for individual teachers, with a

features-added version for

schools and districts for $5.50 per

student per year. The founders

took seed funding when starting

the company, and $8 million more

from investors in 2017. Mr. Sjo-

green declined to give valuation

or revenue figures, but said the

company would be profitable this

year.

And it’s been a year. In Febru-

ary, Mr. Sjogreen was mapping

out long-term projects from See-

saw’s downtown San Francisco of-

fice. Come March, he was working

from his Noe Valley house, jug-

gling home-school duties for his 9-

and 12-year-old children, just like

many of the employees, and See-

saw was in “rapid-response

mode,” as he put it.

Teachers like Sharmeen Moosa,

a first-grade teacher at an interna-

tional school in Bahrain, decided

Seesaw would be their remote-

learning platform.

“Prior to Covid, I used it as just

a digital portfolio for kids,” an on-

line collection of their drawings

and recordings, Ms. Moosa said,

but when her school closed in Feb-

ruary, her use “transformed mas-

sively.” She used the app for morn-

ing messages and daily lessons,

adding audio or video clips, post-

ing additional resources, and cre-

ating student assignments along

with communicating with fam-

ilies.

Many other teachers used the

app in similar ways, exposing

shortfalls that the company had to

race to fix.

The app, designed to work with

iPads and Chromebooks, had

hardly been used with Android

tablets. But now parents were log-

ging on with Amazon Fire or Sam-

sung devices running Android.

Numerous students didn’t have

email addresses and needed a dif-

ferent way to log in from home.

Teachers, who could no longer

look over students’ shoulders

while they worked on an assign-

ment, wanted to comment on

saved drafts before students sub-

mitted a final version. Notification

delays grew from a couple of sec-

onds to hours. The company’s

servers sometimes slowed to a

crawl.

Those issues meant teachers,

families and schools all fired ques-

tions at Seesaw for help. Mr. Sjo-

green, who prided himself on get-

ting back to customers almost im-

mediately, found that just wasn’t

possible.

“I’m sad that during a time

where they were so stressed out,

we were not as responsive as we

would like to be,” he said.

Internally, the company had to

figure out how to handle a remote

work force that was also, in many

cases, dealing with added respon-

sibilities at home. Many employ-

ees needed time off at peak hours

to handle their children. While be-

ing interviewed for this article,

Mr. Graham bounced his baby girl

in a Snugli, while Mr. Sjogreen

was interrupted by his son, who

asked for permission to go on

YouTube. (Mr. Sjogreen nodded,

resigned.)

Seesaw tried to accommodate

employees’ schedules and child

care demands, and even added a

remote yoga session on Tuesday

mornings to clear heads, “but I’d

be lying if I said it was easy,” Mr.

Sjogreen said.

Mr. Sjogreen said he had gotten

a good idea for Seesaw from his 9-

year-old, who uses it at his school.

While working from home, Mr.

Sjogreen heard “tears, frustra-

tion” from his son, who had acci-

dentally deleted work completed

on the app. The company added a

button to confirm deletion — Mr.

Sjogreen suggested an icon of a

crying child to accompany it.

To prepare for the fall semester,

Seesaw added 15 full-time em-

ployees and 100 contractors to

help with customer support. The

app kept adding features: Teach-

ers said students didn’t know

what to work on first, so the com-

pany let teachers designate pri-

ority assignments and let stu-

dents see which assignments

were done. Assignments can now

be filtered by topic, like math or

Spanish. Users can print posts,

and students and teachers can

add multiple videos on a single

post so teachers can conduct long

lessons.

Jennifer Montemayor, a

teacher at Bulverde Creek Ele-

mentary School in San Antonio,

has kindergartners in her remote

class who speak Vietnamese,

Spanish, Persian or Russian at

home. She loves how Seesaw

translates her class announce-

ments and assignments into lan-

guages the parents can under-

stand.

A Seesaw enthusiast, Ms. Mon-

temayor is finding fewer people to

proselytize to these days. “Every-

body knows Seesaw now,” she

said.

Whether Seesaw can hold on to

customers when schools, many of

them facing new budget pres-

sures, return to in-person learn-

ing is an open question. Kelly Cal-

houn Williams, an education ana-

lyst at the research company

Gartner, said that while other ed-

tech companies got nervous

watching school budgets shrink,

Seesaw was well placed because

of its users’ “I want to keep See-

saw because now it’s part of my

day” attitude.

Mr. Sjogreen said he was just

looking for a chance to get back to

some long-term planning.

“I never thought I’d say this as a

start-up founder,” he said, “but I’m

not worried about growth any-

more.”

Classroom App Soars

Amid a Pandemic

Jennifer Montemayor, a

kindergarten teacher in San

Antonio, using a cue for the Seesaw

app, which lets students submit

audio comments or digital drawings

for lessons. Left, the founders, Carl

Sjogreen, left, and Adrian Graham.

ILANA PANICH-LINSMAN FOR THE NEW YORK TIMES

FROM FIRST BUSINESS PAGE

JIM WILSON/THE NEW YORK TIMES

Compressing years of

growing pains into a

few months.

Working closely with Jared
Kushner, the president’s son-in-
law and senior adviser, Mr.
Boehler helped draft an executive
order over the summer that, for
the first time, gave the agency au-
thority to issue loans to U.S. com-
panies for projects on American
soil. The move was billed as a way
to boost President Trump’s “Buy
America” ambitions during a time
of economic crisis.
Now, Mr. Boehler’s agency is
embroiled in controversy over its
first domestic loan — $765 million
for Kodak, which was intended to
help the once-iconic photography
company transform into a phar-
maceutical firm that could lessen
America’s reliance on foreign
countries for generic drugs and
coronavirus treatments.
The Securities and Exchange
Commission is probing allega-
tions of insider trading by Kodak
executives ahead of the deal’s an-
nouncement, and the Develop-
ment Finance Corporation’s in-
spector general is looking into
how Kodak got the loan. The fund-
ing has been put on hold and Mr.
Trump, who hailed the loan as
“momentous,” has distanced him-
self from the decision.
The questions about the Kodak
project highlight the risks inher-
ent in the Trump administration’s
strategy to build American manu-
facturing by embracing the type
of industrial policy that other na-
tions have long employed — one
that the United States has tradi-
tionally avoided in favor of free
markets.
Mr. Trump has taken ag-
gressive measures to prop up flag-
ging sectors and companies, in-
cluding supporting steel and alu-
minum by imposing global metal
tariffs. He has funneled nearly $30
billion in subsidies to prop up
struggling farmers who were hurt
by his trade war with China. And
this summer, Mr. Trump’s Treas-
ury Department gave a $700 mil-
lion stimulus loan to a struggling
trucking company, YRC World-
wide, under the questionable ra-
tionale that it was critical to na-
tional security.
In May, the Trump administra-
tion found a new way to support
domestic companies: The Devel-
opment Finance Corporation. The
agency had been created by Con-
gress in 2018 to replace the Over-
seas Private Investment Corpora-
tion, which had encouraged
American companies to invest in

developing countries. Congress

gave the new agency $60 billion to

bankroll international infrastruc-

ture projects and a mandate to co-

ordinate more closely with the

State Department on loans that,

ideally, would help to curb Chi-

nese influence and support Amer-

ican foreign policy.

The agency has funded 80 over-

seas projects totaling $4.8 billion

in places like Mozambique, Ken-

ya, Colombia and Costa Rica this

year. But top Trump officials had

long been eyeing the agency’s pot

of money as a potential source of

cash for domestic projects. In

2019, as Mr. Trump was seeking

more funding for his wall along

the Southern border with Mexico,

Mr. Kushner approached Ray

Washburne, who was then leading

the agency as it began transition-

ing from the O.P.I.C. to the Inter-

national Development Finance

Corporation, to see if financing

might be available.

“Can you give me a billion for

the wall?” Mr. Kushner asked Mr.

Washburne, who left the agency

early last year, according to a per-

son with knowledge of the ex-

change who was not authorized to

reveal a private conversation.

Mr. Washburne spurned the re-

quest, citing the agency’s interna-

tional mandate. A spokesperson

for Mr. Kushner said he had no

recollection of the request.

As the coronavirus pandemic

swept through the United States,

Mr. Trump signed an executive or-

der on May 14 that allowed the De-

velopment Finance Corporation

to shift its focus from international

to domestic investment.

The move was part of an effort

by the White House to use Ameri-

can companies to make supplies

like ventilators and hand sanitizer

and to transport testing swabs. In

many cases, it used the threat of

the Defense Production Act to

compel companies to ramp up

production of personal protective

equipment.

Some critics in Congress and

development experts panned the

move, arguing that the agency

lacked the resources to accom-

plish its original mission over-

seas, much less rebuild American

industry.

But Kodak, which filed for bank-

ruptcy protection in 2012 and had

spent years trying to reinvent it-

self as its core photography busi-

ness weakened, spied an opportu-

nity. Kodak made the case to ad-

ministration officials that the

company could help with pro-

ducing generic pharmaceuticals

to reduce American reliance on

foreign drugmakers and poten-

tially help produce treatments for

Covid-19, according to a review of

the deal the law firm Akin Gump

carried out at Kodak’s request.

The company had been pro-

ducing some pharmaceutical in-

gredients for several years and

had begun making hand sanitizer

and face shields since the pan-

demic took hold. Kodak officials

told the administration that the

loan would be part of a larger cor-

porate reinvention that entailed

converting vast chemical facilities

once dedicated to their print busi-

ness to produce raw ingredients

used in pharmaceuticals.

By July, after a byzantine appli-

cation process, Kodak had won a

“letter of intent” to receive gov-

ernment support.

Administration officials saw the

loan to Kodak as dual victory — a

way to both help restore Ameri-

ca’s factory capacity and lessen its

reliance on China and India for

critical drugs.

In a White House briefing on

July 28, Mr. Trump said the ad-

ministration had taken “a momen-

tous step toward achieving Amer-

ican pharmaceutical independ-

ence” and called it “one of the

most important deals in the his-

tory of U.S. pharmaceutical indus-

tries.”

But critics immediately ques-

tioned why Kodak could not se-

cure financing through the capital

markets and were dubious the ef-

fort would help address the imme-

diate health crisis.

“The Kodak loan didn’t seem di-

rectly relevant to the crisis that

we’re in,” said Clemence Landers,

policy fellow at the Center for

Global Development. “This feels

like part of the administration’s

broader onshoring agenda.”

Scott Lincicome, a senior fellow

in economic studies at the Cato In-

stitute, noted that the effort to

prop up Kodak “appears to be tak-

ing a page out of China’s play-

book,” which the administration

has criticized for helping “zom-

bie” companies and politically

connected firms, causing eco-

nomic distortions.

A spokesman for the Interna-

tional Development Finance Cor-

poration declined to comment.

Almost immediately after an-

nouncing the loan, the project un-

raveled amid accusations of insid-

er trading.

Kodak had issued its chief exec-

utive, Jim Continenza, 1.75 million

stock options on July 27, the day

before Mr. Trump publicly an-

nounced the project. The compa-

ny’s stock rose from $2.62 per

share on July 27 to more than $60

on Wednesday, before closing at

$33.20. Within days, Mr. Continen-

za’s new options were worth about

$50 million.

Public filings also showed that

Mr. Continenza purchased 46,737

additional shares on June 23,

while Philippe D. Katz, a board

member, purchased 5,000 shares

on June 11 and again on June 23.

In a statement, Kodak said Mr.

Continenza has purchased shares

with his own money at nearly ev-

ery available window since join-

ing the company in 2013. He has

not sold a single share during his

time at Kodak, the company said.

The damage was done. The loan

was put on hold and, in the follow-

ing weeks, Mr. Trump and Peter

Navarro, a trade adviser who

helped coordinate the agreement,

distanced themselves from the

deal.

“I wasn’t involved in the deal,”

Mr. Trump said on Aug. 4. “Kodak

has been a great name, but obvi-

ously pretty much in a different

business.”

Democrats, led by Senator Eliz-

abeth Warren of Massachusetts,

have been scrutinizing Mr. Kushn-

er’s medical supply chain projects

and his close ties to Mr. Boehler.

They have raised suspicion that

personal ties, rather than eco-

nomic considerations, were the

main factor in granting the Inter-

national Development Finance

Corporation a prominent new do-

mestic mission. At Ms. Warren’s

request, the agency’s inspector

general is reviewing the loan

process.

Mr. Navarro, in an emailed com-

ment, said that “a key mission of

the Trump administration is to

bring home our medical supply

chains.” He said the White House

was “pursuing numerous projects

to advance this mission, with Ko-

dak now far in the rearview mir-

ror.”

Kodak Loan Debacle Puts Government Agency in the Hot Seat

FROM FIRST BUSINESS PAGE

Adam Boehler of the International

Development Finance Corporation.

LEAH MILLIS/REUTERS

TECHNOLOGY

UCC PUBLIC SALE NOTICE

PLEASE TAKE NOTICE THAT Jones Lang LaSalle, on behalf of

DELPHI CRE FUNDING LLC, a Delaware limited liability company

(“SecuredParty”)willofferforsale(the“Sale”)atpublic

auction 100% of the limited liability company membership and

limited partnership interests (the “MembershipInterests”)

held by the eighteen (18) HPI/GSA Borrowers (namely, HPI/

GSA - 1A Mezz Borrower, LLC; HPI/GSA - 1B Mezz Borrower, LLC;

HPI/GSA - 1D Owner LLC; HPI/GSA - 1E Mezz Borrower, LLC; HPI/

GSA-1FMezzBorrower,LLC;HPI/GSA-1GMezzBorrower,LLC;

HPI/GSA - 1H GP Mezz Borrower, LLC; HPI/GSA - 1H LP Mezz

Borrower, LLC; HPI/GSA - 2B Owner LLC; HPI/GSA - 2C Owner LLC;

HPI/GSA - 2D Owner LLC; HPI/GSA - 3A Mezz Borrower, LLC; HPI/

GSA-3BMezzBorrower,LLC;HPI/GSA-3CMezzBorrower,LLC;

HPI/GSA - 3D Mezz Borrower, LLC; HPI/GSA - 4A Mezz Borrower,

LLC; HPI/GSA - 4B Mezz Borrower, LLC; and HPI Partners Ten,

L.P.) in their respective Mortgage Borrowers (collectively, the

“PledgedEntities”),togetherwithcertainrightsandproperty

representing,relating to,or arising from the Membership Interests

(collectively,the“Collateral”).

BaseduponinformationprovidedbytheHPI/GSABorrowers

and their affiliates, it is the understanding of Secured Party (but

without any recourse to, or representation or warranty of any

kind by, Secured Party as to the accuracy or completeness) that

(i)theMembershipInterestsconstitutetheprincipalassetofthe

HPI/GSA Borrowers, (ii) each HPI/GSA Borrower owns the limited

liability company membership or limited partnership interests in

its respective Mortgage Borrower, (iii) Mortgage Borrowers hold

interestsinaportfolioofofficepropertieslocatedinArizona,

California, Colorado, Idaho, Missouri, New Mexico, Pennsylvania

and Texas (the “Properties”),(iv)HPI/GSABorrowersare

debtors under a mezzanine loan in the principal amount of

$27,550,000.00 (the“MezzanineLoan”),whichMezzanineLoan

is in default and has matured by its terms, and (v) the Mortgage

Borrowers, jointly and severally, are debtors under a mortgage

loan in the original principal amount of $147,200,000.00 (the

“Mortgage Loan”),whichMortgageLoanisindefaultandhas

matured by its terms.

The Sale will take place on December 9, 2020 at 10:00

a.m.Eastern Prevailing Time in compliance with New York

Uniform Commercial Code Section 9-610.In recognition of

the COVID-19 pandemic and related limitations on public

assemblies,the Sale will be conducted virtually via online

video conference. The URL address and password will be

provided to all registered participants.

The Collateral will be sold as a single unit and is offered

AS IS, WHERE IS, WITH ALL FAULTS. Secured Party makes

no guarantee, representation or warranty, express or implied,

as to any matter pertaining to the Collateral, and the sale of

the Collateral will be made without recourse to, and without

representation or warranty by, Secured Party. The Collateral

includes unregistered securities under the Securities Act of 1933,

as amended (the “SecuritiesAct”),andSecuredPartyreserves

the right to restrict participation in the Sale to prospective bidders

that represent that the Collateral will not be sold, assigned,

pledged, disposed of, hypothecated or otherwise transferred

without the prior registration in accordance with the Securities

Act and the securities laws of all other applicable jurisdictions,

unless an exemption from such registration is available.

PLEASE TAKE NOTICE that there are specific requirements

for any potential bidder in connection with obtaining

information, bidding on the Collateral and purchasing the

Collateral (collectively, the “Requirements”),includingwithout

limitation: (1) complying with the requirements applicable to

the sale of the Collateral set forth in the Mezzanine Loan and

the Mortgage Loan documents including, but not limited to, the

winning bidder delivering to the Mortgage Lender at closing a

substantive consolidation opinion and replacement guaranty and

environmental indemnity agreements; (2) complying with the

Securities Act; and (3) complying with the other qualifications

and requirements (including but not limited to the Terms of Sale

relating to the sale of the Collateral (the“Terms of Sale”)).

An online datasite for the Sale (the“Datasite”) is available at

http://www.gsaportfoliouccforeclosure.com, which will include certain

relevant information that Secured Party possesses concerning

the HPI/GSA Borrowers, the Mezzanine Loan, the Mortgage

Loan, the Mortgage Borrowers and the Properties (collectively,

the “Disclosed Materials”) as well as the Terms of Sale. Access

to such information will be conditioned upon execution of a

confidentiality agreement which can be found on the Datasite.

To participate in the auction, prospective bidders must confirm

their ability to satisfy the Requirements in the manner described

in the Terms of Sale, and following such confirmation, such

qualified participants will be provided a URL and password

enabling access to the video conference for the Sale. No

information provided, whether in the Datasite or otherwise, shall

constitute a representation or warranty of any kind with respect

to such information, the Collateral or the Sale. Participants are

encouraged to review all Disclosed Materials and perform such

due diligence as they deem necessary in advance of the Sale.

Secured Party reserves the right to credit bid, set a minimum

reserve price, reject all bids and terminate or adjourn the sale to

another time, without further notice other than notice posted

in the Datasite. All bids (other than credit bids of Secured Party)

must be for cash with no financing conditions and the successful

bidder must deliver immediately available good funds (1) for the

Required Deposit (as defined in the Terms of Sale) at least two (2)

New York business days prior to the date of the Sale, and (2) for

the balance of the purchase price for the Collateral on the closing

date prescribed by the Terms of Sale. The winning bidder must

pay all transfer taxes, stamp duties and similar taxes incurred in

connection with the purchase of the Collateral.

Questions may be directed to Brett Rosenberg at +1 212-812-

5926 [email protected].

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

In re:

ASCENA RETAIL GROUP,INC.,et al.,^1

Debtors.

)

)

)

Chapter 11

Case No.20-33113 (KRH)

(Jointly Administered)

NOTICE OF SALE BY AUCTION AND SALE HEARING

PLEASE TAKE NOTICEthat on October 21, 2020, the United States

Bankruptcy Court for the Eastern District of Virginia (the“Court”) entered

theOrder (I) Approving the Stalking Horse Protections, (II) Approving

Bidding Procedures for the Sale of the Justice Assets, and (III) Approving

Assumption and Assignment Procedures[Docket No. 986] (the “Bidding

Procedures Order”)^2 in the chapter 11 cases of the above-captioned

debtorsanddebtorsinpossession(collectively,the“Debtors”).

PLEASE TAKE FURTHER NOTICEthat the Debtors are soliciting

offers for the purchase of the Justice Assets consistent with the bidding

procedures (the“Bidding Procedures”) approved by the Court by Bidding

Procedures Order.All interested bidders should carefully read the

Bidding Procedures and Bidding Procedures Order.To the extent

that there are any inconsistencies between this notice and the Bidding

ProceduresorBiddingProceduresOrder,theBiddingProceduresorBidding

ProceduresOrder,asapplicable,shallgoverninallrespects.

PLEASE TAKE FURTHER NOTICEthat,if the Debtors receive qualified

competing bids within the requirements and time frame specified by the

Bidding Procedures,the Debtors will conduct an auction (the“Auction”) of

the Assetson November 5, 2020 at 10:00 a.m. (prevailing Eastern

Time)via videoconference or such other form of remote communication

arrangedbycounseltotheDebtors.

PLEASE TAKE FURTHER NOTICEthat the Debtors will seek approval

of the Sale at a hearing scheduled to commence on or beforeNovember

12, 2020 at 11:00 a.m. (prevailing Eastern Time)(the “Sale

Hearing”) before the Honorable Kevin R Huennekens,at the United States

Bankruptcy Court for the Eastern District of Virginia, Richmond Division,

701 East Broad Street, 5th Floor, Richmond,Virginia, 23219 or conducted

consistent with the procedures established pursuant to the Bankruptcy

Court’s standing orders regarding remote hearings in bankruptcy cases

duetotheCOVID-19pandemic,allofwhicharefacilitatedviaZoomgov.

PLEASE TAKE FURTHER NOTICEthat, except as otherwise set forth

in the Bidding Procedures Order,objections to consummation or approval

of the Sale must (a) be in writing;(b) conform to the applicable provisions

of the Bankruptcy Rules and the Local Bankruptcy Rules; (c) state with

particularity the legal and factual bases for the objection and the specific

grounds therefor; and (d) be filed with the Court and served so as to be

actually receivedon or before November 9, 2020 at 5:00 p.m.

(prevailing Eastern Time)by the following parties: (i) the Debtors,

Ascena Group Retail,Inc.,933 MacArthur Boulevard,Mahwah,New Jersey

07430,Attn: MichaelVeitenheimer;(ii) counsel to the Debtors,Kirkland &

Ellis LLP,300 North LaSalle,Chicago,Illinois 60654,Attn: John R.Luze and

JeffMichalikandKirkland&EllisLLP,601LexingtonAvenue,NewYork,New

York 10022,Attn: Steven N.Serajeddini,P.C.;(iii) co-counsel to the Debtors,

Cooley LLP, 1299 Pennsylvania Avenue, NW, Suite 700, Washington, D.C.

20004-2400,Attn: Cullen D.Speckhart and Olya Antle;(iv) counsel to the

ABL agent, (a) Morgan Lewis & Bockius LLP, One Federal Street, Boston,

Massachusetts 02110, Attn: Matthew F. Furlong, Julia Frost-Davies and

Christopher L.Carter,and (b) Hunton Andrews Kurth LLP,Riverfront Plaza,

East Tower, 951 East Byrd Street, Richmond,Virginia 23219, Attn: Tyler P.

Brown;(v) the United StatesTrustee for the Eastern District ofVirginia,701

East Broad Street, Suite 4304, Richmond, Virginia 23219, Attn: Kathryn

Montgomery;(vi) proposed counsel to the Creditors’Committee,Pachulski

Stang Ziehl & Jones LLP, 780 Third Avenue, 34thFloor, New York, New York

10017, Attn: Robert Feinstein, Bradford Sandler, and Shirley Cho; (vii)

counsel to the term loan ad hoc group,Milbank LLP,55 HudsonYards,New

York,NY 1001,Attn: Evan R.Fleck,Esq;(viii) counsel to the Stalking Horse

Bidder, Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York

10022,Attn: KristineManoukianandKellyKnight.

CONSEQUENCESOFFAILINGTOTIMELYMAKEANOBJECTION

ANY PARTY OR ENTITY WHO FAILS TO TIMELY MAKE AN

OBJECTION TO THE SALE ON OR BEFORE THE SALE OBJECTION

DEADLINEINACCORDANCEWITHTHEBIDDINGPROCEDURESORDER

SHALL BE FOREVER BARRED FROM ASSERTING ANY OBJECTION

TO THE SALE, INCLUDING WITH RESPECT TO THE TRANSFER OF

THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS,

ENCUMBRANCES, AND OTHER INTERESTS, EXCEPT AS SET FORTH IN

THEAPPLICABLEPURCHASEAGREEMENT. 1

A complete list of each of the Debtors in these chapter 11 cases may be

obtainedonthewebsiteoftheDebtors’claimsandnoticingagentathttp://

cases.primeclerk.com/ascena. The location of Debtor Ascena Retail Group,

Inc.’s principal place of business and the Debtors’service address in these

chapter11casesis933MacArthurBoulevard,Mahwah,NewJersey07430. 2

Capitalized terms used but not defined in this notice have the

meaningsgiventothemintheBiddingProceduresOrder.

.