Notice of Hearing on Debtors' Motion, Retention of Berkeley Research Group — In re Eddie Bauer, LLC

Summary

A notice of hearing filed March 9, 2026 as Doc 259 in the jointly administered Chapter 11 cases of Eddie Bauer, LLC, et al., Case No. 26-11422 (SLM), in the United States Bankruptcy Court for the District of New Jersey, with the accompanying motion papers. The Debtors ask the Court to authorize the retention of Berkeley Research Group, LLC under an engagement letter dated January 31, 2026, to provide Stephen Coulombe and George Pantelis as Co-Chief Restructuring Officers and additional personnel, effective as of the Petition Date. The notice sets a hearing on March 30, 2026 before the Honorable Stacey L. Meisel. The filing ends with lists of parties, including utility companies and tax authorities.

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“Notice of Hearing on Debtors' Motion, Retention of Berkeley Research Group — In re Eddie Bauer, LLC.” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/259-debtors-filing-listing-blueacorn-ppp-llc-among-contract-coun-dc688766d7/, SHA-256 e62a7398efc743164b8560df15fe98eb7ff1e9e5704414aa752efc8d5e47fa7f.

Full text

Case 26-11422-SLM Doc 259 Filed 03/09/26 Entered 03/09/26 22:19:26 Desc Main
Document Page 1 of 85

KIRKLAND & ELLIS LLP COLE SCHOTZ P.C.
KIRKLAND & ELLIS INTERNATIONAL LLP Michael D. Sirota, Esq.
Joshua A. Sussberg, P.C. (admitted pro hac vice) Warren A. Usatine, Esq.
Matthew C. Fagen, P.C. (admitted pro hac vice) Felice R. Yudkin, Esq.
Oliver Paré (admitted pro hac vice) Court Plaza North, 25 Main Street
601 Lexington Avenue Hackensack, New Jersey 07601
New York, New York 10022 Telephone: (201) 489-3000
Telephone: (212) 446-4800 msirota@coleschotz.com
Facsimile: (212) 446-4900 wusatine@coleschotz.com
joshua.sussberg@kirkland.com fyudkin@coleschotz.com
matthew.fagen@kirkland.com
oliver.pare@kirkland.com

Proposed Co-Counsel to the Debtors and Proposed Co-Counsel to the Debtors and
the Debtors in Possession the Debtors in Possession

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY

In re: Chapter 11

EDDIE BAUER, LLC, et al., Case No. 26-11422 (SLM)

Debtors.1 (Jointly Administered)

NOTICE OF HEARING ON
DEBTORS’ MOTION FOR ENTRY OF AN ORDER
(I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF
BERKELEY RESEARCH GROUP, LLC TO PROVIDE CO-CHIEF RESTRUCTURING
OFFICERS AND ADDITIONAL PERSONNEL FOR THE DEBTORS EFFECTIVE
AS OF THE PETITION DATE; AND (II) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that on March 30, 2026, at 11:00 a.m., prevailing Eastern

Time, or as soon thereafter as counsel may be heard, the above-captioned debtors and debtors in

possession (the “Debtors”), by and through their undersigned proposed counsel, shall move the

1
The last four digits of Debtor Eddie Bauer LLC’s tax identification number are 6060. A complete list of each of
the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent
at https://cases.stretto.com/EddieBauer. The location of Debtor Eddie Bauer LLC’s principal place of business is
10401 Northeast 8th Street, Suite 500, Bellevue, WA 98004; the Debtors’ service address in these chapter 11
cases is 6501 Legacy Drive, Suite B100, Plano, TX 75024.
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Debtors’ Motion for Entry of an Order (I) Authorizing the Retention and Employment of Berkeley

Research Group, LLC to Provide Co-Chief Restructuring Officers and Additional Personnel for

the Debtors Effective as of the Petition Date; and (II) Granting Related Relief (the “Motion”)

before the Honorable Stacey L. Meisel, United States Bankruptcy Judge, in Courtroom 3A of the

United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”),

50 Walnut Street, Newark, NJ 07102, for entry of an order (the “Order”), substantially in the form

submitted herewith, (i) authorizing the Debtors to retain and employ Berkeley Research Group,

LLC (“BRG”), pursuant to the terms and conditions of that certain engagement letter dated January

31, 2026 between BRG and the Debtors (the “Engagement Letter”), to provide (a) Stephen

Coulombe and George Pantelis as Co-Chief Restructuring Officers (together, the “Co-CROs”) and

(b) additional staff (the “Additional Personnel” and together with the Co-CROs, the “BRG

Professionals”) to support the Co-CROs and perform professional services; (ii) providing that the

employment of the BRG Professionals is effective as of the Petition Date (as defined below); and

(iii) granting related relief.

PLEASE TAKE FURTHER NOTICE that in support of the Motion, the Debtors shall

rely on the accompanying Motion, which sets forth the relevant legal and factual bases upon which

the relief requested should be granted. A proposed Order granting the relief requested in the Motion

is also submitted herewith.

PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in

the Motion shall: (i) be in writing; (ii) state with particularity the basis of the objection; and (iii) be

filed with the Clerk of the Court electronically by attorneys who regularly practice before the Court

in accordance with the General Order Regarding Electronic Means for Filing, Signing, and

Verification of Documents dated March 27, 2002 (the “General Order”), and the Commentary

2
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Supplementing Administrative Procedures dated as of March 2004 (the “Supplemental

Commentary”) (the General Order, the Supplemental Commentary, and the User’s Manual for the

Electronic Case Filing System can be found at www.njb.uscourts.gov, the official website for the

Court) and, by all other parties-in-interest, on CD-ROM in Portable Document Format (PDF), and

shall be served in accordance with the General Order and the Supplemental Commentary so as to

be received no later than fourteen (14) days before the hearing date set forth above.

PLEASE TAKE FURTHER NOTICE that copies of all documents filed in these

chapter 11 cases may be obtained free of charge by visiting the website of Stretto, Inc. at

https://cases.stretto.com/EddieBauer. You may also obtain copies of any pleadings by visiting the

Court’s website at https://www.njb.uscourts.gov in accordance with the procedures and fees set

forth therein.

PLEASE TAKE FURTHER NOTICE that, unless responses are timely and properly

filed and served, the Motion shall be decided on the papers in accordance with D.N.J. LBR

9013-3(d), and the relief requested may be granted without further notice or hearing.

[Remainder of Page Intentionally Left Blank]

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Dated: March 9, 2026

/s/ Michael D. Sirota
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Michael D. Sirota, Esq. KIRKLAND & ELLIS INTERNATIONAL LLP
Warren A. Usatine, Esq. Joshua A. Sussberg, P.C. (pro hac vice pending)
Felice R. Yudkin, Esq. Matthew C. Fagen, P.C. (pro hac vice pending)
Court Plaza North, 25 Main Street Oliver Paré (pro hac vice pending)
Hackensack, New Jersey 07601 601 Lexington Avenue
Telephone: (201) 489-3000 New York, New York 10022
msirota@coleschotz.com Telephone: (212) 446-4800
wusatine@coleschotz.com Facsimile: (212) 446-4900
fyudkin@coleschotz.com joshua.sussberg@kirkland.com
matthew.fagen@kirkland.com
oliver.pare@kirkland.com

Proposed Co-Counsel to the Debtors and Proposed Co-Counsel to the Debtors and
the Debtors in Possession the Debtors in Possession

4
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Proposed Co-Counsel to the Debtors and Proposed Co-Counsel to the Debtors and
the Debtors in Possession the Debtors in Possession

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY

In re: Chapter 11

EDDIE BAUER, LLC, et al., Case No. 26-11422 (SLM)

Debtors.1 (Jointly Administered)

DEBTORS’ MOTION FOR ENTRY OF AN
ORDER (I) AUTHORIZING THE RETENTION
AND EMPLOYMENT OF BERKELEY RESEARCH
GROUP, LLC TO PROVIDE CO-CHIEF RESTRUCTURING
OFFICERS AND ADDITIONAL PERSONNEL FOR THE DEBTORS
EFFECTIVE AS OF THE PETITION DATE AND (II) GRANTING RELATED RELIEF

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

Eddie Bauer, LLC and its affiliates, as debtors and debtors in possession in the above-

captioned chapter 11 cases (collectively, the “Debtors” or the “Company”), respectfully state the

following in support of this motion (the “Motion”):

RELIEF REQUESTED

1. By this Motion, the Debtors seek entry of an order, substantially in the form

attached hereto as Exhibit A (the “Proposed Order”): (i) authorizing the Debtors to retain and

employ Berkeley Research Group, LLC (“BRG”), pursuant to the terms and conditions of that

certain engagement letter dated January 31, 2026 between BRG and the Debtors (the “Engagement

Letter”),2,3 to provide (a) Stephen Coulombe and George Pantelis as Co-Chief Restructuring

Officers (together, the “Co-CROs”) and (b) additional staff (the “Additional Personnel” and

together with the Co-CROs, the “BRG Professionals”) to support the Co-CROs and perform

professional services; (ii) providing that the employment of the BRG Professionals is effective as

of the Petition Date (as defined below); and (iii) granting related relief. A copy of the Engagement

Letter is attached hereto as Exhibit B. In support of this Motion, the Debtors submit the declaration

of Stephen Coulombe (the “Coulombe Declaration”), which is attached hereto as Exhibit C.

JURISDICTION AND VENUE

2. The United States Bankruptcy Court for the District of New Jersey (the “Court”)

has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of

2
Any references to, or summaries of, the Engagement Letter in this Motion are qualified by the express terms of
the Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and such
summaries or references herein.
3
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the
Engagement Letter.

2
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Reference to the Bankruptcy Court Under Title 11, entered July 23, 1984 and amended on

September 18, 2025 (Bumb, C.J.). This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2),

and the Debtors confirm their consent to the Court entering a final order in connection with this

Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot

enter final orders or judgements in connection herewith consistent with Article III of the United

States Constitution.

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory bases for the relief requested herein are sections 105(a) and 363(b) of

title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), and Rule 2016

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

BACKGROUND

5. On February 9, 2026, (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”).

The Debtors are operating their businesses and managing their properties as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of

a trustee or examiner has been made in these Chapter 11 Cases.

6. These Chapter 11 Cases have been consolidated for procedural purposes only and

are jointly administered pursuant to Bankruptcy Rule 1015(b) as directed by the Court’s order

entered on February 10, 2026 [Docket No. 56].

7. On February 25, 2026, the United States Trustee for the District of New Jersey (the

“U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102

of the Bankruptcy Code (the “Committee”) [Docket No. 210].

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8. Additional factual background regarding the Debtors, including their business

operations, corporate and capital structure, and the events leading to the filing of these Chapter 11

Cases is set forth in detail in the Declaration of Stephen Coulombe, Co-Chief Restructuring Officer

of Eddie Bauer, LLC and Its Affiliates, in Support of Chapter 11 Petitions and First Day Motions

(the “First Day Declaration”) [Docket No. 35] filed on February 9, 2026 and incorporated herein

by reference.

BRG’S QUALIFICATIONS

9. BRG has significant qualifications and experience in providing the services

contemplated herein. BRG’s Corporate Finance practice consists of senior financial, management

consulting, accounting, and other professionals who specialize in providing restructuring,

transaction advisory, litigation support, solvency, and valuation assistance and providing a focus

on viable solutions that maximize value for companies and creditors, typically in distressed

business settings. In selecting interim management and associated support, the Debtors sought an

advisor with experience in providing similar services in complex cases. The Debtors understand

that BRG professionals have significant restructuring and industry experience assisting distressed

companies with financial and operational challenges and working with management teams and

boards of directors of large companies facing financial challenges similar to those of the Debtors.

10. BRG has acted as financial advisor, crisis manager, and corporate officer in middle

market to large multinational restructurings across a wide array of industries, including retail

operations. Moreover, the professionals at BRG have assisted and advised debtors, independent

boards, creditors, creditors’ committees, bondholders, investors, and others in numerous

bankruptcy cases, including Conn’s, Inc.; F21 OpCo, LLC (a.k.a. Forever21); Never Slip

Holdings, Inc. (a.k.a. Shoes for Crews); David's Bridal, LLC; Independent Pet Partners Holdings,

4
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LLC; Saks Global Enterprises LLC; RentPath Holdings, Inc.; Le Tote, Inc.; BlockFi, Inc.;

Brookstone Holdings Corp.; Specialty Retail Shops Holding Corp. (a.k.a. Shopko); Sports

Authority Holdings, Inc; rue21, inc.; CBL & Associates Properties, Inc.; The Hertz Corporation;

hhgregg, Inc.; Stage Stores, Inc.; RTW Retailwinds, Inc (a.k.a. NY & Company); WeWork Inc.;

Intelsat, S.A.; Christopher & Banks, Inc.; Things Remembered, Inc.; Voyager Digital Holdings,

Inc.; SVB Financial Group; Century 21 Department Stores, LLC; Destination Maternity

Corporation; The Collected Group, LLC; Neiman Marcus Group LTD LLC; Nine West Holdings,

Inc.; Modell's Sporting Goods; Guitar Center, Inc.; GNC Holdings, Inc.; Hospital Acquisition LLC

(a.k.a. LifeCare Health Partners); Verity Health System of California; Brazos Electric Power

Cooperative, Inc.; Centric Brands Inc.; Aeropostale, Inc.; American Apparel, LLC; Samuels

Jewelers Inc.; Z Gallerie LLC; Charlotte Russe Holding, Inc.; Michigan Sporting Goods

Distributors, Inc. (a.k.a. MC Sports); Avenue Stores, LLC; and Aerogroup International, Inc.

(a.k.a. Aerosoles). BRG’s business, experience, and expertise are further described in the

Coulombe Declaration.

11. Mr. Coulombe, one of the proposed Co-CROs, is a Managing Director at BRG who

specializes in performance improvement, restructuring, and interim management. Mr. Coulombe

has over twenty-five years of experience providing a wide range of consulting services, including

liquidity and capital structure assessment, debt and equity restructuring advice and securing

financing, identification of strategic and reorganization alternatives, and leading processes to sell

businesses or underperforming assets. Further, Mr. Coulombe has extensive experience serving in

CRO and interim Chief Financial Officer (“CFO”) roles, including CRO roles during chapter 11

bankruptcy proceedings, as well as working with senior management teams and boards of directors

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while providing restructuring services to large global public and private companies in scenarios

similar to those of the Debtors.

12. Mr. Pantelis, the other proposed Co-CRO, is a Director at BRG with nearly a decade

of experience in financial advisory and restructuring work. Mr. Pantelis specializes in guiding

companies through complex financial challenges, both in-court and out-of-court, delivering

strategic solutions that drive stability and long-term success. Mr. Pantelis’ experience spans

financial modeling, liquidity management, business plan evaluation, operational support, and

implementing cost takeout initiatives. In addition to his advisory roles, Mr. Pantelis has served as

interim management in both the treasury and finance functions.

13. Mr. Coulombe, Mr. Pantelis, and the Additional Personnel who will work on this

matter have substantial expertise in the areas discussed above, and, if approved, will provide

services to the Debtors under an order approving this Motion. The BRG Professionals will work

closely with the Debtors’ management and other professionals throughout the chapter 11 process.

By virtue of the expertise of its restructuring personnel, BRG is well qualified to provide services

to and represent the Debtors’ interests in these Chapter 11 Cases. In addition, as a result of

performing prepetition advisory work for the Debtors, working closely with the Debtors’

management and other professionals, BRG, the Co-CROs, and the Additional Personnel have

acquired significant knowledge of the Debtors’ businesses and are familiar with the Debtors’

financial affairs, capital structure, operations, and related matters.

14. Accordingly, the Debtors believe that the BRG Professionals are well-qualified and

uniquely suited to deal effectively and efficiently with matters that may arise in the context of

these Chapter 11 Cases. The Debtors submit that the designation of Stephen Coulombe and George

Pantelis as Co-CROs and the retention of BRG on the terms and conditions set forth herein are

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necessary and appropriate, in the best interest of the Debtors’ estates, creditors, and all other parties

in interest, and should be granted in all respects.

SERVICES TO BE RENDERED

15. In accordance with the terms of the Engagement Letter and as more fully described

in the Coulombe Declaration, BRG has agreed that Mr. Coulombe and Mr. Pantelis will serve as

Co-CROs and will assist the Debtors in identifying and implementing strategic options to

maximize liquidity and profitability. In addition, BRG has agreed to provide Additional Personnel

to assist the Co-CROs and perform professional services for the Debtors. The BRG Professionals’

rates and other related information are set forth in the Engagement Letter and summarized herein.

The Engagement Letter entered into by and between the Debtors and BRG governs their

relationship except as explicitly set forth herein or in the Proposed Order. The terms and conditions

of the Engagement Letter were negotiated at arm’s length and reflect the parties’ mutual agreement

as to the substantial efforts that will be required under this engagement.

16. The Debtors have requested that the Co-CROs and Additional Personnel provide

the following services as independent consultants:

(a) Serve as Co-CROs (Stephen Coulombe and George Pantelis);

(b) In consultation with management of the Debtors and subject to the approval
of the Board of Directors of the Debtors, develop and implement a chosen
course of action to preserve asset value and maximize recoveries to
stakeholders;

(c) Oversee the activities of the Debtors in consultation with the Debtors’ other
advisors and the management team to effectuate the selected course of
action;

(d) Manage the development of cash flow projections and related
methodologies and assist with planning for alternatives and managing
liquidity in consultation with management;

(e) Oversee and approve all disbursements throughout the duration of the
engagement;

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(f) Assist the Debtors in negotiations with secured lenders and communicate
directly with the agent and lenders and be authorized to furnish the agent
and lenders with such information as they may request;

(g) Oversee the activities related to preparing for and operating in a Chapter 11
bankruptcy proceeding, including negotiations with stakeholders, and the
formulation of a Chapter 11 strategy and Chapter 11 plan directed to
preserve and maximize value;

(h) Assist the Debtors and their investment banker in conducting a sale process
by facilitating data requests, providing ad hoc financial and operational
analyses, engaging with potential purchasers, and supporting other activities
necessary to execute a successful transaction;

(i) Provide information deemed by the Co-CROs to be reasonable and relevant
to stakeholders and consult with key constituents as necessary;

(j) To the extent reasonably requested by the Debtors, offer testimony before
the Bankruptcy Court with respect to the services provided by the Co-CROs
and the Additional Personnel, and participate in depositions, including by
providing deposition testimony, related thereto; and

(k) Such other services as mutually agreed upon by the Co-CROs, BRG and the
Debtors.

17. The Debtors submit that the authorization for Mr. Coulombe and Mr. Pantelis to

serve as Co-CROs with the assistance of the Additional Personnel effective as of the Petition Date

on the terms and conditions set forth herein are necessary and appropriate, in the best interest of

the Debtors’ estates, creditors, and all other parties in interest, and should be granted in all respects.

NO DUPLICATION OF SERVICES

18. The services provided by the Co-CROs and the Additional Personnel will

complement, and not duplicate, the services to be rendered by the professionals retained in these

Chapter 11 Cases. Further, BRG will coordinate with the Debtors’ retained professionals to avoid

unnecessary duplication of efforts. In light of BRG’s, the Co-CROs’, and the Additional

Personnel’s substantial experience and the complex nature of the Debtors’ business and financial

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affairs, the Debtors believe that BRG, the Co-CROs, and the Additional Personnel are well-

qualified to advise them in these Chapter 11 Cases.

PROFESSIONAL COMPENSATION

19. BRG’s decision to advise and assist the Debtors in connection with these Chapter

11 Cases is conditioned upon its ability to be retained in accordance with BRG’s customary terms

and conditions of employment, as set forth more fully in the Fees & Expenses section of the

Engagement Letter (the “Fee and Expense Structure”). Pursuant to the terms of the Engagement

Letter, the Co-CROs’ fees for the provision of services will be $250,000 per month. Fees for the

Additional Personnel will be based on the actual hours worked, charged at BRG’s standard hourly

rates which are in effect when the services are rendered. The current standard hourly rates for the

BRG Professionals anticipated to be assigned to these Chapter 11 Cases are as follows:4

Position 2026 Hourly Rates
Managing Directors $1,180 - $1,450
Associate Directors & Directors $950 - $1,150
Professional Staff $475 - $925
Support Staff $195 - $415

20. BRG periodically revises its hourly rates to reflect promotions and other changes

in personnel responsibilities, increases in experience and increases in the cost of doing business.

Hourly rates may change in the future from time to time and are typically adjusted annually. Rate

changes will be noted on the invoice for the first time period in which the revised rates became

effective.

4
The ranges herein are for BRG professionals in the Corporate Finance practice group who may practice in bankruptcy
and non-bankruptcy related matters. They exclude BRG professionals in other industry practice groups who may also
provide specialized services in these Chapter 11 Cases. To the extent such other professionals provide services, they
will charge their standard hourly rates as they would in non-bankruptcy matters.

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21. In addition to compensation for professional services rendered by the BRG

Professionals, BRG also will be entitled to reimbursement for its reasonable costs and expenses

incurred in connection with these Chapter 11 Cases, including, but not limited to, reasonable travel

expenses (including lodging expenses and business meals), costs of reproduction, research,

communications, our legal counsel, any applicable sales or excise taxes, and other direct expenses.

22. The Fee and Expense Structure is consistent with and typical of compensation

arrangements entered into by BRG and other comparable firms that render similar services under

similar circumstances both in and out of court. The Debtors believe that the Fee and Expense

Structure is reasonable, market-based, and designed to compensate BRG fairly for its work and to

cover fixed and routine overhead expenses.

23. In the 90 days prior to the Petition Date, BRG received cash on account and

payments totaling $3,529,799.88. As of the Petition Date, BRG holds $250,000.00 in cash on

account (the “Cash on Account”) from the Debtors, pursuant to the terms of the Engagement

Letter.

24. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior, and subsequent to the Petition Date, BRG may have incurred, but

not invoiced, fees and reimbursable expenses that relate to the prepetition period. BRG intends to

apply such amounts against the Cash on Account. As agreed to with the Debtors, the remaining

Cash on Account will not be segregated by BRG in a separate account and will be held until the

end of these Chapter 11 Cases and applied to BRG’s final fees and expenses. Upon termination of

BRG’s engagement, BRG will return any unused portion of the Cash on Account to the Debtors.

25. Because BRG is not being retained as a professional under section 327 of the

Bankruptcy Code, the Debtors request, on behalf of BRG, that BRG not be required to submit fee

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applications pursuant to sections 330 and 331 of the Bankruptcy Code. However, to maintain

transparency and comply with the U.S. Trustee’s protocol applicable to the retention of personnel

under section 363 of the Bankruptcy Code, BRG will file reports of staffing, compensation earned,

and expenses incurred on a monthly basis by the last day of each month for the previous month

(each a “Staffing Report”) with the Court. Each Staffing Report shall include the names and

functions filled by all BRG Professionals assigned to the engagement as well as compensation

earned and expenses incurred for the relevant period. Each Staffing Report shall contain summary

charts which describe the services provided, including the number of hours worked by category,

identify the compensation earned by each BRG Professional, and itemize the expenses incurred

for the relevant period. Time records shall (i) be appended to the Staffing Report, (ii) contain

detailed time entries describing the task(s) performed, and (iii) be organized by project category.

Where BRG Professionals are providing services at an hourly rate, the time entries shall identify

the time spent completing each task in 1/10th hour increments; where BRG Professionals are

providing services at a “flat” rate, the time entries shall be kept in hourly increments. All

compensation shall be subject to review by the Court in the event an objection is filed. BRG’s first

Staffing Report shall be filed as soon as practicable following the entry of an order authorizing

BRG’s retention for the period February 9, 2026 through February 28, 2026.

USE OF CONTRACTORS

26. Notwithstanding anything in this Motion to the contrary, BRG shall, to the extent

it uses the services of independent contractors or subcontractors (the “Contractors”) in these

Chapter 11 Cases, (i) pass-through the cost of such Contractors to the Debtors at the same rate that

BRG pays the Contractors; (ii) seek reimbursement for actual costs only; (iii) ensure that the

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Contractors are subject to the same conflict checks as required of BRG; and (iv) file with the Court

appropriate disclosures required by Bankruptcy Rule 2014.

INDEMNIFICATION AND LIMITATION OF LIABILITY

27. The Engagement Letter contains standard indemnification and limitation of liability

language with respect to BRG’s services, including, without limitation, an agreement by the

Debtors to indemnify, hold harmless and defend the Co-CROs, Additional Personnel, and BRG

and its affiliates, partners, directors, officers, employees, and agents (collectively, the “BRG

Parties”) from and against all claims, liabilities, losses, expenses, and damages arising out of or in

connection with this engagement of the Co-CROs and BRG that is the subject of the Engagement

Letter except such liabilities that result from the gross negligence, fraud, or willful misconduct of

the BRG Parties.

28. The Debtors and BRG believe that the indemnification provisions contained in the

Engagement Letter are customary and reasonable for BRG and comparable firms providing

restructuring services for engagements of this type and should be approved.

29. The terms and conditions of the indemnification provisions were negotiated by the

Debtors and BRG at arm’s length and in good faith. The provisions contained in the Engagement

Letter, viewed in conjunction with the other terms of the Proposed Order, are reasonable and in

the best interests of the Debtors, their estates, and creditors in light of the fact that the Debtors

require BRG’s services to successfully navigate these Chapter 11 Cases.

30. Notwithstanding any provisions of the Engagement Letter to the contrary, in

accordance with the U.S. Trustee’s protocol applicable to the retention of personnel to assist the

Debtors under section 363 of the Bankruptcy Code (sometimes referred to as the “Jay Alix

Protocol”), BRG has agreed otherwise, as set forth below:

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a. Notwithstanding anything to the contrary in the Engagement Letter, the Debtors
are permitted to indemnify those persons acting as executive officers only on
the same terms as provided to the Debtors’ other officers and directors under
the corporate bylaws and applicable state law, in addition to insurance coverage
under the Debtors’ director and officer insurance policies.

b. There will be no indemnification of BRG or its affiliates.

c. Finally, notwithstanding any provisions of the Engagement Letter to the
contrary, BRG has agreed not to raise or assert any defense based upon
jurisdiction, venue, abstention, or otherwise to the jurisdiction and venue of this
Court or (if the reference is withdrawn) the District Court for the District of
New Jersey to hear or determine any controversy or claims with respect to, in
connection with, arising out of, or in any way related to BRG’s engagement on
these Chapter 11 Cases.

BRG’S DISINTERESTEDNESS

31. The Debtors do not believe that BRG is a “professional” whose retention is subject

to approval under section 327 of the Bankruptcy Code. However, BRG has nonetheless provided

information with respect to its connections with the Debtors, their creditors, and other related

parties, as more specifically described in the Coulombe Declaration.

32. SPARC Group Holdings LLC (“SPARC”) is the direct parent company of SPARC

EB Holdings LLC and indirect parent company of Eddie Bauer, LLC. On May 30, 2023, BRG was

engaged by SPARC on matters unrelated to these Chapter 11 Cases. BRG’s work on the foregoing

project substantially concluded in December 2024 and fully concluded in mid-February 2025. The

matters are now closed. On January 16, 2025, BRG was engaged by a subsidiary of SPARC, F21

OpCo, LLC (together with its affiliated debtors, the “F21 Debtors”) on matters unrelated to these

Chapter 11 Cases. BRG was further retained in connection with the F21 Debtors’ chapter 11 cases.

See In re: F21 OpCo, LLC, et al., Case No. 25-10469 (Bankr. D. Del. March 16, 2025) [Docket

No. 411]. BRG’s work on the F21 Debtors’ chapter 11 cases concluded in June 2025 upon the

occurrence of the effective date of the F21 Debtors’ chapter 11 plan. The matters are now closed.

On October 1, 2025, BRG was engaged by the Debtors in connection with these Chapter 11 Cases.

13
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On January 31, 2026, Messieurs Coulombe and Pantelis were appointed as the Debtors’ Co-CROs

and report to the Debtors’ board of directors. The BRG employees who primarily worked on the

SPARC engagement are not working on the Debtors’ engagement. With the exception of Mr.

Coulombe, and one staff member, the BRG employees who primarily worked on the F21 Debtors’

engagement are not working on the Debtors’ engagement.

33. To the best of the Debtors’ knowledge and based upon and subject to the disclosures

made herein and in the Coulombe Declaration filed contemporaneously herewith, BRG The

Debtors understand that, except as set forth in the preceding paragraph and in the Coulombe

Declaration, to the best of BRG’s knowledge, information, and belief, BRG has no connection

with the Debtors, their creditors, other parties in interest, or the attorneys or accountants of the

foregoing, or the U.S. Trustee or any person employed in the Office of the United States Trustee

for the District of New Jersey and does not hold any interest adverse to the Debtors’ estates.

34. The Debtors do not believe that any disclosures made in the Coulombe Declaration,

as applicable, present a conflict of interest under the circumstances of these Chapter 11 Cases or

diminish BRG’s ability to serve the Debtors effectively in these Chapter 11 Cases.

35. As set forth in the Coulombe Declaration, if any new material facts or relationships

requiring disclosure are discovered or arise during the term of BRG’s retention, BRG will use

reasonable efforts to promptly provide the Court with a supplemental declaration.

36. As stated above and in the Coulombe Declaration, the Debtors do not believe that

BRG holds or represents any interest adverse to the Debtors’ estates. Accordingly, the Debtors

submit that the retention of BRG is in the best interests of the Debtors, their estates, and their

creditors and should be approved by the Court.

14
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BASIS FOR RELIEF

37. The Debtors submit that the retention of BRG and the Co-CROs and the Additional

Personnel under the terms described herein is appropriate under section 363 of the Bankruptcy

Code. Section 363(b) of the Bankruptcy Code permits a Bankruptcy Court, after notice and a

hearing, to authorize a debtor to “use, sell, or lease, other than in the ordinary course of business,

property of the estate.” 11 U.S.C. § 363(b)(1). “In determining whether to authorize the use, sale,

or lease of a property of the estate under this section, courts require the debtor to show that a sound

business purpose justifies such actions.” In re Montgomery Ward Holding Corp., 242 B.R. 147,

153 (D. Del. 1999) (collecting cases); see also In re James A. Phillips, Inc., 29 B.R. 391, 397

(S.D.N.Y. 1983) (relying on section 363 to allow contractor to pay prepetition claims of suppliers

who were potential lien claimants because the payments were necessary for general contractors to

release funds owed to debtors); In re Ionosphere Clubs, 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989)

(finding that a sound business justification existed to justify payment of certain prepetition wages);

In re Phx. Steel Corp., 82 B.R. 334, 335–36 (Bankr. D. Del. 1987) (requiring the debtor to show a

“good business reason” for a proposed transaction under section 363(b)). Courts in this district

routinely grant the relief requested herein under section 363. See In re Del Monte Foods

Corporation II Inc., No. 25-16984 (MBK) (Bankr. D.N.J. Aug. 05, 2025); In re New Rite Aid LLC,

No. 25-14861 (MBK) (Bankr. D.N.J. June 09, 2025); In re Thrasio Holdings, Inc., No. 24-11840

(CMG) (Bankr. D.N.J. May 8, 2024); In re Rite Aid Corp., No. 23-18993 (MBK) (Bankr. D.N.J.

Dec. 20, 2023); In re Bed Bath & Beyond, No. 23‑13359 (VFP) (Bankr. D.N.J. June 15, 2023); In

re BlockFi Inc., No. 22‑19361 (MBK) (Bankr. D.N.J. Feb. 9, 2023); In re Nat’l Realty Investment

Advisors, LLC, No. 22-14539 (JKS) (Bankr. D.N.J. Aug. 10, 2022).

15
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38. Additionally, section 105(a) of the Bankruptcy Code provides this Court with the

power to grant the relief requested herein. Section 105(a) of the Bankruptcy Code codifies a

Bankruptcy Court’s inherent equitable powers to “issue any order, process, or judgment that is

necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a); see also

United States v. Energy Resources Co., 495 U.S. 545, 549 (1990); In re Cont’l Airlines, 203 F.3d

203, 211 (3d Cir. 2000) (“Section 105(a) of the Bankruptcy Code supplements courts’ specifically

enumerated bankruptcy powers by authorizing orders necessary or appropriate to carry out

provisions of the Bankruptcy Code”).

39. Courts recognize the applicability of section 363(b) of the Bankruptcy Code to the

use of estate property to retain and compensate individuals employed outside of the ordinary

course of business. Indeed, courts frequently grant debtors’ requests to employ financial

management services firms similar to BRG pursuant to section 363(b). See, e.g., In re Modell’s

Sporting Goods, Inc., Case No. 20-14179 (VFP) (Bankr. D.N.J. March 13, 2020); In re Avenue

Stores, Case No. 19-11842 (Bankr. D. Del. Sept. 16, 2019); In re Tintri, Inc., Case No. 18-11625

(LSS) (Bankr. D. Del. Aug. 9, 2018); In re Samuels Jewelers, Inc., Case No. 18-11818-KJC

(Bankr. D. Del. Sept. 14, 2018); In re the Weinstein Company Holdings LLC, Case No. 18-10601

(MFW) (Bankr. D. Del. April 24, 2018); In re Vestis Retail Group, LLC, Case No. 16-10971 (LSS)

(Bankr. D. Del. July 13, 2016); In re Fresh & Easy, LLC, Case No. 15-12220 (BLS) (Bankr. D.

Del. Nov. 20, 2015); In re Landauer Healthcare Holdings, Inc., Case No. 13-12098 (CSS) (Bankr.

D. Del. Sept. 12, 2013); In re Spheris Inc., Case No. 10-10352 (KG) (Bankr. D. Del. March 2,

2010). To the extent such approval is required here, it should be granted for the reasons set forth

below.

16
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40. The Debtors have engaged BRG to complete crucial, time-sensitive, and work-

intensive projects. Accordingly, the Debtors submit that the decision to retain BRG, and employ

Mr. Coulombe and Mr. Pantelis as Co-CROs, should be authorized because it is a sound exercise

of the Debtors’ business judgement. As set forth above, Mr. Coulombe and Mr. Pantelis have

extensive experience as advisors for many companies undertaking restructuring efforts and the

Additional Personnel are well qualified and equipped to support the Co-CROs and assist in

restructuring advisory duties. BRG, Mr. Coulombe, and Mr. Pantelis in their capacity as Co-CROs,

will provide services that are in the best interests of all parties in interest in these Chapter 11 Cases.

Further, BRG will work with senior management as well as other employees to ensure that the

Debtors comply with the operational requirements imposed as a result of the filing of these Chapter

11 Cases. For the foregoing reasons, the Debtors submit that the relief requested in this Motion

should be granted.

WAIVER OF BANKRUPTCY RULE 6004(A) AND 6004(H)

41. To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use,

sale, or lease of property under Bankruptcy Rule 6004(h).

NO PRIOR REQUEST

42. No prior request for the relief sought in this motion has been made to this or any

other court.

NOTICE

43. The Debtors will provide notice of this Motion to the following parties or their

respective counsel: (a) the U.S. Trustee; (b) the holders of the thirty largest unsecured claims

against the Debtors (on a consolidated basis); (c) the state attorneys general for the states in which

17
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Document Page 22 of 85

the Debtors conduct business; (d) the United States Attorney’s Office for the District of New

Jersey; (e) the Internal Revenue Service; (f) Otterbourg P.C., counsel to the Prepetition ABL

Administrative Agent; (g) Ropes & Gray LLP, counsel to the Consenting Prepetition Term Loan

Agent; (h) Choate, Hall & Stewart LLP, counsel to the Prepetition Subordinated Loan Agent; and

(i) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that,

in light of the nature of the relief requested, no other or further notice need be given.

[Remainder of Page Intentionally Left Blank]

18
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WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order,

granting the relief requested herein and granting the Debtors such other and further relief as is just

and proper.

Dated: March 9, 2026

/s/ Michael D. Sirota
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Michael D. Sirota, Esq. KIRKLAND & ELLIS
Warren A. Usatine, Esq. INTERNATIONAL LLP
Felice R. Yudkin, Esq. Joshua A. Sussberg, P.C. (admitted pro
Court Plaza North, 25 Main Street hac vice)
Hackensack, New Jersey 07601 Matthew C. Fagen, P.C. (admitted pro
Telephone: (201) 489-3000 hac vice)
msirota@coleschotz.com Oliver Paré (admitted pro hac vice)
wusatine@coleschotz.com 601 Lexington Avenue
fyudkin@coleschotz.com New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
joshua.sussberg@kirkland.com
Proposed Co-Counsel to the Debtors and matthew.fagen@kirkland.com
the Debtors in Possession oliver.pare@kirkland.com

Proposed Co-Counsel to the Debtors
and the Debtors in Possession

19
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Document Page 24 of 85

EXHIBIT A

PROPOSED ORDER
Case 26-11422-SLM Doc 259 Filed 03/09/26 Entered 03/09/26 22:19:26 Desc Main
Document Page 25 of 85

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
Caption in compliance with D.N.J. LBR 9004-1(b)

KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Matthew C. Fagen, P.C. (admitted pro hac vice)
Oliver Paré (admitted pro hac vice)
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
joshua.sussberg@kirkland.com
matthew.fagen@kirkland.com
oliver.pare@kirkland.com

-and-

COLE SCHOTZ P.C.
Michale D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Telephone: (201) 489-3000
msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com

Proposed Co-Counsel to the Debtors and
the Debtors in Possession
In re: Chapter 11

EDDIE BAUER, LLC, et al., Case No. 26-11422 (SLM)

Debtors.1 (Jointly Administered)

ORDER (I) AUTHORIZING THE RETENTION
AND EMPLOYMENT OF BERKELEY RESEARCH GROUP, LLC
TO PROVIDE CO-CHIEF RESTRUCTURING OFFICERS AND
ADDITIONAL PERSONNEL FOR THE DEBTORS EFFECTIVE AS OF
THE PETITION DATE; AND (II) GRANTING RELATED RELIEF

The relief set forth on the following pages, numbered three (3) through eleven (11), is

hereby ORDERED.
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Document Page 27 of 85

(Page | 3)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II)
Granting Related Relief

Upon the Motion (the “Motion”)1 of the Debtors for entry of an order (this “Order”),

pursuant to sections 105(a) and 363(b) of title 11 of the United States Code (the “Bankruptcy

Code”), (i) authorizing the Debtors to retain and employ Berkeley Research Group, LLC (“BRG”)

to provide (a) Stephen Coulombe and George Pantelis as Co-Chief Restructuring Officers

(together, the “Co-CROs”), and (b) additional staff (the “Additional Personnel” and together with

the Co-CROs, the “BRG Professionals”) to support the Co-CROs and perform professional

services; (ii) providing that the employment of the BRG Professionals is effective as of the Petition

Date; and (iii) granting related relief, all as more fully set forth in the Motion; and upon

consideration of the Coulombe Declaration; and this Court having jurisdiction to consider the

Motion pursuant to 28 U.S.C. §§ 157 and 1334; and venue of these chapter 11 cases and the Motion

in this district being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this matter being a core

proceeding pursuant to 28 U.S.C. § 157(b); and it appearing that this Court may enter a final order

consistent with Article III of the United States Constitution; and this Court having found that the

Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate and

no other notice need be provided; and this Court having reviewed the Motion and having heard the

statements in support of the relief requested therein at a hearing before this Court (the “Hearing”);

and this Court having determined that the legal and factual bases set forth in the Motion and at the

1
Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.
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(Page | 4)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

Hearing, establish just cause for the relief granted herein; and this Court being satisfied based on

the representations made in the Motion and in the Coulombe Declaration that the BRG does not

hold or represent interests adverse to the Debtors’ estates; that BRG is not a “creditor” within the

meaning of section 101(11) of the Bankruptcy Code; and upon all of the proceedings had before

this Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY

ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. Any objections to the entry of this Order, to the extent not withdrawn or settled,

are overruled.

3. Pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, the Debtors are (i)

authorized to retain and employ BRG to provide (a) Stephen Coulombe and George Pantelis as

Co-CROs, and (b) Additional Personnel to support the Co-CROs and perform professional services

in accordance with the terms of the Engagement Letter, as modified by this Order, effective as of

the Petition Date.

4. The terms of the Engagement Letter, including, without limitation, the

indemnification provisions and compensation provisions, as modified by the Motion and this

Order, are reasonable terms and conditions of employment and are hereby approved.

5. The Debtors are authorized to pay in the ordinary course of business all reasonable

amounts invoiced by BRG for fees and expenses, subject to paragraphs 7 and 8 of this Order, and
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(Page | 5)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

none of the fees payable to BRG shall constitute a “bonus” or fee enhancement under applicable

law.

6. BRG shall file reports of staffing, compensation earned, and expenses incurred on

a monthly basis by the last day of each month for the previous month (each, a “Staffing Report”)

with the Court. Each Staffing Report shall contain summary charts which describe the services

provided, including the number of hours worked by category, identify the compensation earned by

each Additional Personnel, and itemize the expenses incurred. Time records shall (i) be appended

to the Staffing Report, (ii) contain detailed time entries describing the task(s) performed, and (iii)

be organized by project category. Where BRG Professionals are providing services at an hourly

rate, the time entries shall identify the time spent completing each task in 1/10th hour increments;

where BRG Professionals are providing services at a “flat” rate, the time entries shall be kept in

hourly increments. All compensation shall be subject to review by the Court in the event an

objection is filed. BRG’s first Staffing Report shall be filed as soon as practicable following the

entry of this Order, covering the period of the Petition Date through February 28, 2026.

7. Objections or responses to Staffing Reports, if any, shall be filed and served within

fourteen (14) days of filing the Staffing Report.

8. Success fees, transaction fees, or other back-end fees shall be approved by this

Court at the conclusion of these chapter 11 cases on a reasonableness standard and are not being

pre-approved by entry of this Order. No success fee, transaction fee, or back-end fee shall be
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(Page | 6)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

sought upon conversion of these chapter 11 cases, dismissal of these chapter 11 cases for cause, or

appointment of a trustee.

9. The terms of the Engagement Letter, as modified herein, are approved and the

indemnification, contribution, and reimbursement provisions as set forth therein are approved,

during the pendency of these cases, subject to the following modifications:

(a) BRG shall not be entitled to indemnification, contribution, or
reimbursement pursuant to the Engagement Letter, unless indemnification,
contribution, or reimbursement is approved by the Court;

(b) Notwithstanding any provision of the Engagement Letter to the contrary,
the Debtors shall have no obligation to indemnify BRG, or provide
contribution or reimbursement to BRG, for any claim or expense that is
either: (i) judicially determined (the determination having become final) to
have arisen from BRG’s gross negligence, willful misconduct, bad faith or
self-dealing to which the Debtors have not consented, (ii) for a contractual
dispute in which the Debtors allege the breach of BRG’s contractual
obligations to maintain the confidentiality of non-public information unless
the Court determines that indemnification, contribution, or reimbursement
would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d
217 (3d Cir. 2003), or (iii) settled without the Debtors consent prior to a
judicial determination as to the exclusions set forth in clauses (i) and
(ii) above, but determined by the Court, after notice and a hearing pursuant
to subparagraph (c) to be a claim or expense for which BRG should not
receive indemnity, contribution, or reimbursement under the terms of the
Engagement Letter as modified by this Order.

(c) If, before the earlier of (i) the entry of a final, non-appealable order
confirming a chapter 11 plan in these cases, and (ii) the entry of an order
closing these chapter 11 cases, BRG believes that it is entitled to the
payment of any amounts by the Debtors on account of the Debtors’
indemnification, contribution, and/or reimbursement obligations under the
Engagement Letter (as modified by this Order), including without limitation
the advancement of defense costs, BRG must file an application therefor in
this Court, and the Debtors may not pay any such amounts to BRG before
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(Page | 7)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

the entry of an order by this Court approving the payment. This
subparagraph (c) is intended only to specify the period of time under which
the Court shall have jurisdiction over any request for fees and expenses by
BRG for indemnification, contribution, or reimbursement, and not a
provision limiting the duration of the Debtors’ obligation to indemnify
BRG. All parties in interest shall retain the right to object to any demand by
BRG for indemnification, contribution, or reimbursement.

(d) Notwithstanding anything to the contrary in the Motion, the Engagement
Letter, or the Coulombe Declaration, any limitation of liability or limitation
on any amounts to be contributed by the parties to the Engagement Letter
under the terms of the Engagement Letter shall be eliminated.

(e) Notwithstanding anything to the contrary in the Motion, the Engagement
Letter, or the Coulombe Declaration, and subject to the paragraphs (b) and
c) above, the Debtors are permitted to (i) indemnify those persons serving
as corporate officers on the same terms as provided to the Debtors’ other
officers and directors under the corporate bylaws and pursuant to applicable
federal and state laws; and (ii) provide insurance coverage under the
Debtors’ D&O policy.

10. Notwithstanding anything to the contrary in the Motion, the Engagement Letter, or

the Coulombe Declaration, BRG shall not seek reimbursement of any fees or costs, including

attorney fees and costs, arising from the defense of any of BRG’s fee applications in the cases. In

the event BRG seeks reimbursement for attorneys’ fees and expenses, the invoices and supporting

time records for the attorneys’ fees and expenses shall be included in BRG’s fee and expense

applications, and these invoices and time records from such attorneys shall be billed in one-tenth

(1/10) hour increments and included in BRG’s own fee own applications (both interim and final)

and such invoices and time records shall be in compliance with the Local Rules and shall be subject

to the U.S. Trustee Guidelines and the approval of the Court pursuant to sections 330 and 331 of
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(Page | 8)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

the Bankruptcy Code, but without regard to whether such attorneys have been retained under

section 327 of the Bankruptcy Code, and without regard to whether such attorneys’ services satisfy

section 330(a)(3)(C) of the Bankruptcy Code. All rights are reserved to permit objection to any

request for reimbursement of expenses, including but not limited to any request for the

reimbursement of legal fees of BRG’s independent counsel.

11. Notwithstanding anything to the contrary in the Motion, the Engagement Letter, or

the Coulombe Declaration, BRG shall, to the extent BRG uses the services of Contractors in these

cases and seeks to pass the fees and/or costs of the Contractors through to the Debtors, BRG shall:

(a) pass through the fees of such Contractors to the Debtors at the same rate that BRG pays the

Contractors; and (b) seek reimbursement for the actual costs of the Contractors only. In addition,

BRG shall ensure that the Contractors perform conflicts checks and file disclosures as required by

the Bankruptcy Code and Bankruptcy Rules.

12. BRG is authorized to apply the Cash on Account to satisfy any unbilled or other

remaining prepetition fees and expenses BRG becomes aware of during its ordinary course billing

review and reconciliation. BRG is authorized to maintain the balance of the Cash on Account until

the conclusion of its representation of the Debtors, at which time BRG may apply such balance

against its final invoices or otherwise return the funds.
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(Page | 9)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

13. BRG and its affiliates shall not act in any other capacity (for example, and without

limitation, as a financial advisor, claims agent/claims administrator, or investor/acquirer) in

connection with these Chapter 11 Cases.

14. To the extent the Debtors wish to expand the scope of BRG’s services beyond those

services set forth in the Motion or this Order, inclusive of the utilization of any BRG affiliates to

perform services for the Debtors or seeking to have BRG personnel assume executive officer

positions that are different than the position disclosed in the Motion, the Debtors shall be required

to seek further approval from this Court. The Debtors shall file notice of any proposed additional

services (the “Proposed Additional Services”) and any underlying engagement agreement with the

Court and serve such notice on the U.S. Trustee, the Committee, and any party requesting notice

under Bankruptcy Rule 2002. If no such party files an objection within 14 days of the Debtors’

filing such notice, the Proposed Additional Services and any underlying engagement agreement

may be approved by the Court by further order without further notice or hearing.

15. No principal, employee, or independent contractor of BRG and its affiliates shall

serve as a director of any of the above-captioned Debtors during the pendency of these chapter 11

cases.

16. For a period of three years after the conclusion of the engagement, neither BRG nor

any of its affiliates shall make any investments in the Debtors or the reorganized Debtors. BRG
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(Page | 10)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

personnel serving as corporate officers of the Debtors shall be subject to the same fiduciary duties

and obligations applicable to other persons serving in such capacity.

17. To the extent there is any inconsistency between the terms of the Engagement

Letter, the Motion, the Coulombe Declaration, and this Order, the terms of this Order shall govern.

18. During the pendency of these chapter 11 cases, the arbitration provision in the

Engagement Letter shall not be applicable.

19. During the pendency of the chapter 11 cases, the Fees and Expenses provision of

the Engagement Letter shall be revised to provide that the 1% interest per month late charge,

biweekly billing and seven (7) day review of invoices will not be applicable.

20. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

21. BRG shall use its best efforts to avoid any unnecessary duplication of services

provided by any retained professionals in these Chapter 11 Cases.

22. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order.

23. Notice of the Motion as provided therein shall be deemed good and sufficient notice

of such Motion, and the requirements of the Bankruptcy Rules and the Local Bankruptcy Rules

are satisfied by such notice.
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(Page | 11)
Debtors: EDDIE BAUER LLC, et al
Case No.: 26-11422 (SLM)
Caption of Order: Order (I) Authorizing the Retention and Employment of Berkeley Research
Group, LLC to Provide Co-Chief Restructuring Officers and Additional
Personnel for the Debtors Effective as of the Petition Date; and (II) Granting
Related Relief

24. This Court retains exclusive jurisdiction with respect to all matters arising from the

implementation, interpretation, and enforcement of this Order.
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EXHIBIT B

ENGAGEMENT LETTER
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EXHIBIT C

COULOMBE DECLARATION
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Proposed Co-Counsel to the Debtors and Proposed Co-Counsel to the Debtors and
the Debtors in Possession the Debtors in Possession

UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY

In re: Chapter 11

EDDIE BAUER LLC, et al., Case No. 26-11422 (SLM)

Debtors.1 (Jointly Administered)

DECLARATION OF STEPHEN COULOMBE
IN SUPPORT OFDEBTORS’ MOTION FOR ENTRY OF AN
ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF
BERKELEY RESEARCH GROUP, LLC TO PROVIDE CO-CHIEF RESTRUCTURING
OFFICERS AND ADDITIONAL PERSONNEL FOR THE DEBTORS EFFECTIVE AS
OF THE PETITION DATE; AND (III) GRANTING RELATED RELIEF

I, Stephen Coulombe, declare pursuant to 28 U.S.C. § 1746, under penalty of perjury, to

the best of my knowledge, information and belief, that:

1
The last four digits of Debtor Eddie Bauer LLC’s tax identification number are 6060. A complete list of each of
the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent
at https://cases.stretto.com/EddieBauer. The location of Debtor Eddie Bauer LLC’s principal place of business
is 10401 Northeast 8th Street, Suite 500, Bellevue, WA 98004; the Debtors’ service address in these chapter 11
cases is 6501 Legacy Drive, Suite B100, Plano, TX 75024.
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1. I am a Managing Director of Berkeley Research Group, LLC (“BRG”)2, a

professional services firm with numerous offices throughout the country. I am duly authorized to

execute this declaration (the “Declaration”) on behalf of BRG and in support of the Debtors’

Motion for Entry of an Order (I) Authorizing the Retention and Employment of Berkeley Research

Group, LLC to Provide Co-Chief Restructuring Officers and Additional Personnel for the Debtors

Effective as of the Petition Date; and (II) Granting Related Relief (the “Motion”).3 Unless

otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein.4

BRG’S QUALIFICATIONS

2. BRG, myself, and the other BRG Professionals have significant qualifications and

experience in providing the services contemplated herein. BRG’s Corporate Finance practice

consists of senior financial, management consulting, accounting, and other professionals who

specialize in providing restructuring, transaction advisory, litigation support, solvency, and

valuation assistance and providing a focus on viable solutions that maximize value for companies

and creditors, typically in distressed business settings. BRG serves troubled companies, debtors,

and secured and unsecured creditors, equity holders, and other parties in both in-court and out-of-

court engagements similar to the Debtors in the State of New Jersey and elsewhere. Moreover,

BRG has acted as financial advisor, crisis manager, and corporate officer in middle market to large

multinational restructurings across a wide array of industries, including retail operations. Further,

the professionals at BRG have assisted and advised debtors, independent boards, creditors,

2
References contained herein referring to BRG pertaining to disinterestedness and disclosures of relationships with
parties in interest, refer collectively to Berkeley Research Group, LLC and all of its affiliates.

3
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.
4
Certain of the disclosures set forth herein relate to matters within the knowledge of other Directors and Managing
Directors at BRG and are made based on information provided by them.

2
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creditors’ committees, bondholders, investors, and others in numerous bankruptcy cases, including

Conn’s, Inc.; F21 OpCo, LLC (a.k.a. Forever21); Never Slip Holdings, Inc. (a.k.a. Shoes for

Crews); David's Bridal, LLC; Independent Pet Partners Holdings, LLC; Saks Global Enterprises

LLC; RentPath Holdings, Inc.; Le Tote, Inc.; BlockFi, Inc.; Brookstone Holdings Corp.; Specialty

Retail Shops Holding Corp. (a.k.a. Shopko); Sports Authority Holdings, Inc; rue21, inc.; CBL &

Associates Properties, Inc.; The Hertz Corporation; hhgregg, Inc.; Stage Stores, Inc.; RTW

Retailwinds, Inc (a.k.a. NY & Company); WeWork Inc.; Intelsat, S.A.; Christopher & Banks, Inc.;

Things Remembered, Inc.; Voyager Digital Holdings, Inc.; SVB Financial Group; Century 21

Department Stores, LLC; Destination Maternity Corporation; The Collected Group, LLC; Neiman

Marcus Group LTD LLC; Nine West Holdings, Inc.; Modell's Sporting Goods; Guitar Center, Inc.;

GNC Holdings, Inc.; Hospital Acquisition LLC (a.k.a. LifeCare Health Partners); Verity Health

System of California; Brazos Electric Power Cooperative, Inc.; Centric Brands Inc.; Aeropostale,

Inc.; American Apparel, LLC; Samuels Jewelers Inc.; Z Gallerie LLC; Charlotte Russe Holding,

Inc.; Michigan Sporting Goods Distributors, Inc. (a.k.a. MC Sports); Avenue Stores, LLC; and

Aerogroup International, Inc. (a.k.a. Aerosoles).

3. I will act as Co-CRO of the Debtors. I have more than twenty-five years of

experience providing a wide range of consulting services, including liquidity and capital structure

assessment, debt and equity restructuring advice and securing financing, identification of strategic

and reorganization alternatives, and leading processes to sell businesses or underperforming assets.

I specialize in performance improvement, restructuring, and interim management and have served

as both CRO and interim CFO to large global public and private companies and worked with senior

management teams and boards of directors in scenarios similar to those of the Debtors.

3
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4. Mr. Pantelis, the other proposed CRO, is a Director at BRG with nearly a decade

of experience providing financial and restructuring advisory services. Mr. Pantelis has

considerable experience supporting companies through complex financial challenges and

delivering solutions that drive stability and long-term success. Mr. Pantelis’ experience includes

financial modeling, liquidity management, business plan evaluation, operational support, and

implementing cost takeout initiatives. Additionally, Mr. Pantelis has served in interim

management roles in both the treasury and finance functions.

5. The BRG Professionals have significant restructuring and industry experience

assisting distressed companies with financial and operational challenges and working with

management teams and boards of directors of large companies facing financial challenges similar

to those of the Debtors. The BRG Professionals will work closely with the Debtors’ management

and other professional advisors throughout the chapter 11 process. By virtue of the expertise of its

restructuring personnel, BRG, myself, Mr. Pantelis, and the Additional Personnel are well

qualified to provide services to and represent the Debtors’ interests in these Chapter 11 Cases. In

addition, as a result of performing prepetition advisory work for the Debtors, working closely with

the Debtors’ management and other professionals, BRG, myself, Mr. Pantelis, and the Additional

Personnel have acquired significant knowledge of the Debtors’ businesses and are familiar with

the Debtors’ financial affairs, capital structure, operations, and related matters.

SERVICES TO BE RENDERED

6. In October 2025, the Debtors engaged BRG to provide certain professional services

to the Debtors, and in connection with such engagement, BRG developed an in depth

understanding of the Debtors’ operations, debt structure, creditors, business, and related matters.

On January 31, 2026, BRG and the Debtors executed the Engagement Letter, a copy of which is

4
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attached to as Exhibit B to the Motion. Pursuant to the Engagement Letter, BRG and the Debtors

have agreed that BRG will provide the Co-CROs and Additional Personnel and will provide certain

professional services to the Debtors. Working collaboratively with the Debtors’ senior

management team, as well as the Debtors’ other professionals, BRG will provide the following

professional services5:

(a) Serve as Co-CROs (Stephen Coulombe and George Pantelis);

(c) Oversee the activities of the Debtors in consultation with the Debtors’ other
advisors and the management team to effectuate the selected course of
action;

(d) Manage the development of cash flow projections and related
methodologies and assist with planning for alternatives and managing
liquidity in consultation with management;

(e) Oversee and approve all disbursements throughout the duration of the
engagement;

(h) Assist the Debtors and their investment banker in conducting a sale process
by facilitating data requests, providing ad hoc financial and operational

5
The summaries of the Engagement Letter contained in this Declaration are provided for purposes of convenience
only. Certain of the workstreams outlined in the Engagement Letter were completed prior to the Petition Date or
superseded by the filing of these Chapter 11 Cases. In the event of any inconsistency between the summaries contained
herein and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall control unless
otherwise set forth herein.

5
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analyses, engaging with potential purchasers, and supporting other activities
necessary to execute a successful transaction;

(i) Provide information deemed by the Co-CROs to be reasonable and relevant
to stakeholders and consult with key constituents as necessary;

(k) Such other services as mutually agreed upon by the Co-CROs, BRG and the
Debtors.

NO DUPLICATION OF SERVICES

7. The services that BRG will provide to the Debtors are necessary to enable the

Debtors to maximize the value of their estates. The services provided by the Co-CROs and the

Additional Personnel will complement, and not duplicate, the services to be rendered by other

professionals retained in these Chapter 11 Cases. BRG will coordinate with the Debtors’ retained

professionals to avoid unnecessary duplication of efforts.

PROFESSIONAL COMPENSATION

8. BRG’s decision to accept this engagement is conditioned upon its ability to be

retained in accordance with its customary terms and conditions of employment, compensated for

its services, and reimbursed for the out-of-pocket expenses it incurs in accordance with its

customary billing practices, as set forth more fully in the Fee and Expense Structure, and the

Motion. The Co-CROs’ fees for the provision of the services will be $250,000 per month. Fees for

the Additional Personnel will be based on the actual hours worked, charged at BRG’s standard

hourly rates that are in effect at the time such services are rendered. The hourly rates charged by

BRG for the services provided by the Additional Personnel differ based upon, among other things,

each professional’s level of experience, geographic differentials, and types of services being

6
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provided. The current standard hourly rates for the BRG Professionals anticipated to the assigned

to these Chapter 11 Cases are as follows:6

Position 2026 Hourly Rate
Managing Directors $1,180 - $1,450
Directors & Associate Directors $950 - $1,150
Professional Staff $475 - $925
Support Staff $195 - $415

9. In the ordinary course of business, BRG periodically revises its hourly rates to

reflect promotions and other changes in personnel responsibilities, increases in experience, and

increases in the cost of doing business. Hourly rates may change in the future from time to time

and are typically adjusted annually. Changes in applicable hourly rates will be noted on BRG’s

invoices for the first time period in which the revised rates became effective.

10. To the extent BRG requires services of its international divisions or personnel from

specialized practices, the standard hourly rates for that international division or specialized practice

will apply.

11. In addition to compensation for professional services rendered by the BRG

Professionals, BRG will seek reimbursement for reasonable and necessary expenses incurred in

connection with these Chapter 11 Cases, including, but not limited to, reasonable travel expenses

(including lodging expenses and business meals), costs of reproduction, research,

communications, our legal counsel, any applicable sales or excise taxes and other direct expenses.

6
The ranges herein are for BRG professionals in the Corporate Finance practice group who may practice in bankruptcy
and non-bankruptcy related matters. They exclude BRG professionals in other industry practice groups who may also
provide specialized services in these Chapter 11 Cases. To the extent such other professionals provide services, they
will charge their standard hourly rates as they would in non-bankruptcy matters.

7
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12. The Fee and Expense Structure is consistent with and typical of compensation

arrangements entered into by BRG and other comparable firms that render similar services under

similar circumstances. I believe that the Fee and Expense Structure is reasonable, market-based,

and designed to compensate BRG fairly for its work and to cover fixed and routine overhead

expenses.

13. In the 90 days prior to the Petition Date, BRG received Cash on Account and

payments totaling $3,529,799.88. As of the Petition Date, BRG holds $250,000.00 in Cash on

Account from the Debtors, pursuant to the terms of the Engagement Letter.

14. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior and subsequent to the Petition Date, BRG may have incurred, but

not invoiced fees and reimbursable expenses that relate to the prepetition period. BRG intends to

apply such amounts against the Cash on Account. As agreed to with the Debtors, the remaining

Cash on Account will not be segregated by BRG in a separate account and will be held until the

end of these Chapter 11 Cases and applied to BRG’s final fees and expenses. Upon termination of

BRG’s engagement, BRG will return any unused portion of the Cash on Account to the Debtors.

15. BRG will submit invoices to the Debtors consistent with the Fee and Expense

Structure and the Debtors have requested authority to pay, in the ordinary course of business

subject to the expiration of the objection deadline on the staffing report covering the invoice period,

all reasonable amounts invoiced by BRG for fees and expenses.

16. Because BRG is not being retained as a professional under section 327 of the

Bankruptcy Code, the Debtors have requested that BRG not be required to submit fee applications

pursuant to Bankruptcy Code sections 330 and 331. However, to maintain transparency and

comply with the U.S. Trustee’s protocol applicable to the retention of personnel under section 363

8
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of the Bankruptcy Code, BRG will file reports of staffing, compensation earned, and expenses

incurred on a monthly basis by the last day of each month for the previous month (each a “Staffing

Report”) with the Court. Each Staffing Report shall include the names and functions filled by all

BRG Professionals assigned to the engagement as well as compensation earned and expenses

incurred for the relevant period. Each Staffing Report shall contain summary charts which describe

the services provided, including the number of hours worked by category, identify the

compensation earned by each BRG Professional, and itemize the expenses incurred for the relevant

period. Time records shall (i) be appended to the Staffing Report, (ii) contain detailed time entries

describing the task(s) performed, and (iii) be organized by project category. Where BRG

Professionals are providing services at an hourly rate, the time entries shall identify the time spent

completing each task in 1/10th hour increments; where BRG Professionals are providing services

at a “flat” rate, the time entries shall be kept in hourly increments. All compensation shall be

subject to review by the Court in the event an objection is filed. BRG’s first Staffing Report shall

be filed as soon as practicable following the entry of an order authorizing BRG’s retention for the

period February 9, 2026 through February 28, 2026.

USE OF CONTRACTORS

17. Notwithstanding anything in the Motion to the contrary, BRG shall to the extent

that it uses the services of independent contractors or subcontractors (the “Contractors”) in these

Chapter 11 Cases, BRG shall (i) pass through the cost of such Contractors to the Debtors at the

same rate that BRG pays the Contractors; (ii) seek reimbursement for actual costs only; (iii) ensure

that the Contractors are subject to the same conflict checks as required for BRG; and (iv) file

appropriate disclosures required by Bankruptcy Rule 2014.

9
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INDEMNIFICATION AND LIMITATION OF LIABILITY

18. The Engagement Letter contains standard indemnification and limitation of liability

language with respect to BRG’s services, including, without limitation, an agreement by the

Debtors to indemnify, hold harmless and defend the Co-CROs, Additional Personnel, and BRG

and its affiliates, partners, directors, officers, employees, and agents (collectively, the “BRG

Parties”) from and against all claims, liabilities, losses, expenses, and damages arising out of or in

connection with this engagement of the Co-CROs and BRG that is the subject of the Engagement

Letter except such liabilities that result from the gross negligence, fraud, or willful misconduct of

the BRG Parties.

19. BRG believes that the indemnification provisions contained in the Engagement

Letter are customary and reasonable for BRG and comparable firms providing restructuring

services for engagements of this type and should be approved.

20. The terms and conditions of the indemnification provisions were negotiated by the

Debtors and BRG at arm’s length and in good faith. The provisions contained in the Engagement

Letter, viewed in conjunction with the other terms of the Proposed Order, are reasonable and in

the best interest of the Debtors, their estates, and their creditors in light of the fact that the Debtors

require BRG’s services to successfully navigate these Chapter 11 Cases.

21. Notwithstanding any provisions of the Engagement Letter to the contrary, in

accordance with the U.S. Trustee’s protocol applicable to the retention of personnel to assist the

Debtors under section 363 of the Bankruptcy Code (sometimes referred to as the “Jay Alix

Protocol”), BRG has agreed otherwise, as set forth below:

10
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the corporate bylaws and applicable state law, in addition to insurance coverage
under the Debtors’ director and officer insurance policies.

b. There will be no indemnification of BRG or its affiliates.

BRG’S DISINTERESTEDNESS

22. In connection with the preparation of this Declaration, BRG7 undertook to

determine whether it had any conflicts or other relationships that might cause it not to be

disinterested or to hold or represent an interest adverse to the Debtors. Specifically, BRG obtained

from the Debtors and/or their representatives the names of individuals and entities that may be

parties in interest in these Chapter 11 Cases (collectively, the “Potential Parties in Interest”).

Accordingly, we are relying on the accuracy and completeness of this information in connection

with our conflict review and disclosure. Such parties are listed on Schedule 1 attached to this

Declaration. BRG’s internal conflict check procedures consist of the querying of the Potential

Parties in Interest within an internal computer database containing the names of individuals and

entities that are present and former clients of both BRG and its affiliates. Additionally, new matters

are circulated to all Directors and Managing Directors of BRG with a request to review and advise

of any potential conflict of interest concerns. All responses are reviewed and addressed by an

attorney on BRG’s conflicts team.

7
All disclosures pertaining to relationships with Potential Parties in Interest or other elements of BRG’s
disinterestedness encompass both Berkeley Research Group, LLC and its affiliates.

11
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23. Based on the results of its review, completed under my supervision, BRG does not

have a relationship with any of the parties on Schedule 1 in matters related to these proceedings.

As set forth in Schedule 2, which is attached hereto, BRG has relationships with certain Potential

Parties in Interest in these Chapter 11 Cases, but such relationships are unrelated to either the

Debtors or these Chapter 11 Cases. To the best of my knowledge, no services have been provided

to these Potential Parties in Interest in matters materially relating to these Chapter 11 Cases or

which involve their rights in the Debtors’ Chapter 11 Cases, nor does BRG’s involvement in these

Chapter 11 Cases compromise its ability to continue such consulting services.

24. SPARC Group Holdings LLC (“SPARC”) is the direct parent company of SPARC