Premium Apparel LLC entered into an asset purchase agreement to acquire brand assets from Ascena Retail Group, Inc. (OTCPK:ASNA.Q) for approximately $540 million on November 26, 2020. The consideration is on a cash-free and debt-free basis, subject to certain adjustments, and the assumption of certain liabilities. All liabilities of the selling entities for critical vendor payments approved by the Bankruptcy Court up to a maximum aggregate amount equal to $17.5 million. Under the transaction, Premium Apparel has committed to retaining a substantial portion of the retail stores and associates affiliated with these brands. In case of termination, Ascena will be obligated to pay the Premium Apparel a termination fee of $16.2 million. In case transaction is terminated by the Ascena for certain breaches, Premium Apparel will pay $54 million as termination fee. The transaction is subject to the bankruptcy court approval, regulatory approval and antitrust regulations United States Federal Trade Commission pursuant Hart-Scott-Rodino Antitrust Improvements Act. . Approval of the motion and the agreements and the consummation of the transaction is in the best interests of the debtors’ chapter 11 estates, their creditors, and other parties in interest. The transaction should be approved. The transaction is supported by a substantial majority of the debtors’ senior secured term lenders. The agreements and all other ancillary documents, and all of the terms and conditions thereof, including the buyer expense reimbursement and termination fee, are hereby approved according to Bankruptcy Code and Bankruptcy Rules. The transaction is expected to be completed by mid-December 2020. Steve Toth, Mariska S. Richards, Katherine V. Coverdale, John R. Luze, Steven N. Serajeddini, Marshall P. Shaffer and Edward O. Sassower of Kirkland & Ellis LLP acted as legal advisors, Alvarez and Marsal Holdings, LLC is serving as restructuring advisor and Guggenheim Securities, LLC acted as financial advisor for Ascena. Brian Wolfe, Darren M. Schweiger, Damian S. Schaible, Angela M. Libby, Pritesh P. Shah, Jason Kyrwood, J.W. Perry, David H. Schnabel, Brian D. Hirsch and Adam Kaminsky of Davis Polk & Wardwell LLP acted as legal advisors to Sycamore Partners and Premium Apparel. Gary M. Holihan of Law Offices of Gary M. Holihan, P.C. acted as legal advisor to Premium Apparel LLC. Premium Apparel LLC completed the acquisition of acquire brand assets from Ascena Retail Group, Inc. (OTCPK:ASNA.Q) on December 23, 2020.