Sunrise Brands, LLC entered into an asset purchase agreement to acquire E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc. for $20 million on August 3, 2020. Sunrise Brands is the stalking horse bidder. The consideration will consist of $20 million closing cash payment and plus assumption of certain liabilities, including honoring gift cards. The consideration is subject to closing adjustments. Sunrise Brands, LLC has made a deposit with the Escrow Agent in the amount of $2 million by wire transfer of immediately available funds. The Bidding Procedures Order shall provide for the payment of a cash break-up fee in an amount equal to 3% of the amount of the unadjusted closing cash payment in the event that seller enters into an alternative transaction. Buyer may negotiate and extend offers of employment to some or all of covered employees whom it desires to hire in its sole discretion, which offers shall be on terms and conditions which buyer shall determine in its sole discretion. Transaction is subject to approval of Bankruptcy Court. The transaction is subject to approvals of Governmental Authorities. RTW Retailwinds has scheduled an auction on August 28, 2020. The sale hearing is scheduled for September 3, 2020. The transaction is expected to close by September 15, 2020. Roger M. Iorio, Ryan T. Jareck, Stuart Komrower and Michael D. Sirota of Cole Schotz, P.C. acted as legal advisor for RTW Retailwinds. Perry Mandarino of B. Riley FBR, Inc. acted as financial advisor and Robert Shapiro of Berkeley Research Group, LLC is acted as its restructuring advisor for RTW Retailwinds. Eric D. Winston of Quinn Emanuel Urquhart Oliver & Hedges, LLP acted as legal advisor to Sunrise Brands, LLC. Sunrise Brands, LLC cancelled the acquisition of E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc. on August 28, 2020.