EFiled: Jul 24 2020 02:18PM EDT Transaction ID 65795878

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CWC Direct Parent LLC, a Delaware limited liability company, CWC Direct LLC, a Delaware limited liability company, Coldwater Direct LLC, a Delaware limited liability company, CWC Stores LLC, a Delaware limited liability company, Assignors, v. CW ABC, a Delaware Series Limited Liability Company, Assignee.

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C.A. No.

VERIFIED PETITION FOR ASSIGNMENT

FOR THE BENEFIT OF CREDITORS

Assignee, CW ABC, a Delaware Series Limited Liability Company, by and

through its undersigned counsel, submits this verified petition for an assignment

for the benefit of creditors and states in support thereof states as follows:

1. 10 Del. C. § 7381 confers jurisdiction on this Court in this case.

2. CWC Direct Parent, LLC (“CWC Direct Parent”), CWC Direct, LLC

(“CWC Direct”), Coldwater Direct, LLC (“Coldwater Direct”), and CWC Stores,

LLC (“CWC Stores”, and each an “Assignor” and collectively, the “Assignors”),

EFiled: Jul 24 2020 02:18PM EDT Transaction ID 65795878

Case No. 2020-0616-

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are each Delaware limited liability company. CWC Direct Parent is the sole

member of each of CWC Direct, Coldwater Direct, and CWC Stores. Coldwater

Investments LLC, a Delaware limited liability company, is the sole member of

CWC Direct Parent. The Assignment has been authorized by both parent entities.

3. CW ABC, a Delaware Series Limited Liability Company, is a

Delaware series limited liability company and is represented in this proceeding by

Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000,

Wilmington, Delaware 19801, Attn: Richard M. Beck, Esquire.

4. Assignors are indebted to creditors and are unable to pay their debts

and desire to provide for payment of their debts to the extent possible through this

proceeding.

5. A copy of the General Assignment for the Benefit of Creditors

executed by Assignors and Assignee (the “Assignment”) is attached hereto as

Exhibit “A.”

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WHEREFORE, CW ABC, a Delaware Series Limited Liability Company,

solely in its capacity as the Assignee for the Benefit of Creditors of the Assignors

requests that the Court assert jurisdiction pursuant to 10 Del. C. § 7381 and grant

such other and further relief as the Court deems just and proper.

Dated: July 24, 2020

KLEHR HARRISON HARVEY BRANZBURG LLP /s/ Richard M. Beck Richard M. Beck (DE Bar No. 3370) Domenic E. Pacitti (DE Bar No. 3989) Sally E. Veghte (DE Bar No. 4762) 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: [email protected] [email protected] [email protected]

Attorneys for CW ABC, a Delaware Series Limited Liability Company, Solely in its Capacity as Assignee for the Benefit of Creditors of CWC Direct Parent LLC, CWC Direct LLC, Coldwater Direct LLC and CWC Stores LLC

mailto:[email protected]

mailto:[email protected]

EXHIBIT A


Case No. 2020-0616-

CW ABC,

A Delaware Series Limited Liability Company Assignment for the Benefit of Creditors Services

CHICAGO 10 South LaSalle Street, Suite 3300 • Chicago, Illinois 60603 • Telephone: 312.263.4141 • Fax: 312.263.1180 • www.DSIAssignments.com

NEW YORK • LOS ANGELES • SAN FRANCISCO • MIAMI/FT. LAUDERDALE • WILMINGTON • COLUMBUS

IN WITNESS WHEREOF, the parties have hereunto set their hands the day and

year first above written.

CWC Direct Parent LLC CWC Direct LLC Coldwater Direct LLC CWC Stores LLC

Signature

Tara Ellef

Print Name

Chief Executive Officer

Title Commonwealth of Massachusetts County of _______________ Signed and sworn or affirmed to before me on this ____ day of July, 2020, by Tara Ellef as the Chief Executive Officer of each of CWC Direct Parent LLC, CWC Direct LLC, Coldwater Direct LLC and CWC Stores LLC. ______________________________ Notary Public


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SUPPLEMENTAL INFORMATION PURSUANT TO RULE 3(A) OF THE RULES OF THE COURT OF CHANCERY

The information contained herein is for the use by the Court for statistical and administrative purposes

only. Nothing stated herein shall be deemed an admission by or binding upon any party. 1. Caption of Case: CWC Direct Parent LLC, CWC Direct LLC, Coldwater Direct LLC, and CWC Stores LLC to CW ABC, a Delaware Series Limited Liability Company 2. Date Filed: July 24, 2020 3. Name and address of counsel for plaintiff(s): Richard M. Beck (Bar No. 3370), Domenic E. Pacitti (Bar No. 3989); Sally E. Veghte (DE Bar No. 4762); Klehr Harrison Harvey Branzburg, LLP, 919 N. Market Street, Suite 1000, Wilmington, DE 19801, (302) 552-5501; [email protected], [email protected]; [email protected] 4. Short statement and nature of claim asserted: Petition for an assignment for the benefit of creditors under 10 Del. C. § 7381 et seq. 5. Substantive field of law involved (check one): ____Administrative law ____Labor law ____Trusts, Wills and Estates _X_ Commercial law ____Real Property ____Consent trust petitions ____Constitutional law ____348 Deed Restriction ____Partition ____Corporation law ____Zoning ____Rapid Arbitration (Rules 96,97)

____Trade secrets/trade mark/or other intellectual property ____Other 6. Related cases, including any Register of Wills matters (this requires copies of all documents in this matter to be filed with the Register of Wills): None. 7. Basis of court’s jurisdiction (including the citation of any statute(s) conferring jurisdiction): 10 Del. C. § 7381 8. If the complaint seeks preliminary equitable relief, state the specific preliminary relief sought. 9. If the complaint seeks a TRO, summary proceedings, a Preliminary Injunction, or Expedited Proceedings, check here ____. If #9 is checked, a Motion to Expedite must accompany the transaction.) 10. If the complaint is one that in the opinion of counsel should not be assigned to a Master in the first instance, check here and attach a statement of good cause. X. /s/ Richard M. Beck (Bar No. 3370) Richard M. Beck (DE Bar No. 3370)


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STATEMENT OF GOOD CAUSE

The undersigned counsel for Assignee hereby states that good cause exists for

this action not to be assigned to a Master in the first instance. This action is intended

to effect a voluntary assignment of all of the assets of the Assignors to the Assignee

for the benefit of the Assignors’ creditors through the procedures set forth in 10 Del.

C. § 7381 et seq., and may require consideration of matters beyond the simple

liquidation of assets. Assignee respectfully submits that the complexity and scope

of the issues presented and relief sought in this action render this action most

appropriately resolved by the Chancellor or a Vice Chancellor.

Dated: July 24, 2020 KLEHR HARRISON

HARVEY BRANZBURG LLP /s/ Richard M. Beck Richard M. Beck (DE Bar No. 3370) Domenic E. Pacitti (DE Bar No. 3989) Sally E. Veghte (DE Bar No. 4762) 919 Market Street, Suite 1000 Wilmington, DE 19801-3062 Telephone: (302) 552-5501 Facsimile: (302) 426-9193 E-mail: [email protected] [email protected]

[email protected]

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EFiled: Jul 24 2020 02:18PM EDT Transaction ID 65795878