Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2021, Christopher & Banks Corporation (together with its
subsidiaries, the "Company") entered into an Asset Purchase Agreement (the
"Agreement") with ALCC, LLC for the sale of all or substantially all of the
Company's assets used in the conduct of its business, including its retail store
business and its e-Commerce business. The Company values the consideration
provided under the Agreement at approximately $24.6 million, which includes the
assumption of certain liabilities and, to the extent cash on hand is not
sufficient to satisfy certain budgeted wind down expenses, a closing cash
payment subject to adjustments. ALCC, an affiliate of Hilco Merchant Resources,
is the lender under the Company's term loan facility and the program agent under
the Company's secured vendor program. The Company retains the option,
exercisable in connection with a competitive bid auction conducted pursuant to
bidding procedures approved by the Bankruptcy Court, to sell these assets to one
or more alternate buyers for a minimum all-cash purchase price that must be at
least $1.0 million more than the purchase price established under the Agreement,
and in those circumstances, to reimburse ALCC up to $350,000 of expenses
incurred in connection with the Agreement and related due diligence.
The Agreement is subject to final approval by the United States Bankruptcy Court
for the District of New Jersey (the "Bankruptcy Court"). The Company intends to
request that the Bankruptcy Court schedule a hearing to approve any sale under
the Agreement for late February. The above description is subject in its
entirety to the terms of the Agreement, which is filed as Exhibit 2.1 to this
Current Report.
On January 13, 2021, the Company filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code ("Chapter 11") in the Bankruptcy Court. The
Chapter 11 cases are being jointly administered under the caption In re:
Christopher & Banks Corporation, et. al., Case No. 21-10269.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
2.1 Asset Purchase Agreement dated January 28, 2021, by and among
Christopher & Banks Corporation, the Other Sellers Listed in the
Agreement and ALCC, LLC.
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