The Children's Place - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Sale Posture

• The Children's Place has no stalking horse bidder and no signed purchase agreement. In a motion filed Nov. 9, 2026, it asks the court to approve procedures for an approximately 40-day postpetition sale of all, substantially all, or any portion of its assets. Bids are due Dec. 9, 2026, an auction would be held Dec. 11, 2026, if needed, and the sale hearing is set for Dec. 15, 2026. A court-supervised wind-down of the remaining store operations would follow.
• The debtors could still name one or more stalking horse bidders by Nov. 17, 2026, with a break-up fee of up to 3% of the purchase price plus expense reimbursement. They say they have not picked one and may not do so. Because negotiations are continuing, they say they cannot yet describe the sale terms with reasonable specificity, and they will file any stalking horse agreement with the required disclosures.
• The bidding procedures order has been proposed but not entered. The terms below come from the proposed order and the bidding procedures attached to it. The proposed order provides that it governs if it conflicts with the motion or the procedures.

Background and Prepetition Marketing

• The company was founded in 1969 and is headquartered in Secaucus, New Jersey. It is a specialty retailer of children's apparel, accessories and footwear under The Children's Place and Gymboree brands. It designs and sources products through third-party manufacturers and sells them at value prices for babies, toddlers and children through two digital storefronts, North American retail stores and wholesale marketplaces. Those marketplaces include Amazon, which the motion calls a key customer acquisition channel. Franchise and wholesale partners distribute its products in 13 countries, generating product sales and royalty revenue.
• The company filed Chapter 11 in the District of New Jersey on Nov. 8, 2026. Before filing, it had begun store closings and merchandise sales across its retail portfolio, which are the subject of a separate motion to assume a consulting agreement and approve store closing sale guidelines. The debtors say they continue to incur significant administrative expenses without enough income to meet their obligations, so an expedited process is needed to reduce further cash burn.
• The debtors hired Cascadia Capital, LLC as proposed investment banker in September 2026 and immediately began marketing the assets. The process was open to a going-concern sale, a liquidation, or standalone sales of discrete assets or revenue streams. Cascadia contacted approximately 33 strategic and approximately 17 financial prospects. At least 30 of them signed nondisclosure agreements and received data room access.
• The marketing produced nine proposals:
  • six for going-concern and IP-related transactions
  • three "equity" liquidation proposals for substantially all of the assets
• After reviewing the nine proposals with Cascadia, the debtors continue to negotiate extensively with the parties behind them to improve their initial bids. The debtors also received three fee-based liquidation bids for their inventory and certain other assets.
• Citing limited liquidity and the lack of currently actionable going-concern bids, the debtors decided to continue the process in Chapter 11 while the store closings proceed. They are in advanced discussions with various parties on deals involving their intellectual property, retail footprint and real estate assets, or a combination of them. Cascadia will keep marketing the assets through the bid deadline.

Parties Involved

• Sellers: The Children's Place, Inc. and its affiliated debtors, including the Canadian debtors TCP Investment Canada I Corp., TCP Investment Canada II Corp. and The Children's Place (Canada), LP
• Investment banker: Cascadia Capital, LLC (proposed). Lorie Beers and Carl Comstock coordinate diligence, and Beers filed a declaration supporting the motion.
• Proposed co-counsel to the debtors: White & Case LLP and Cole Schotz P.C.
• Co-chief restructuring officer: Rudolph Morando, the first day declarant
• Prepetition lenders named in the motion's notice list: Wells Fargo Bank, National Association, as prepetition ABL agent; Crystal Financial LLC d/b/a SLR Credit Solutions, as prepetition term loan agent; and Mithaq Capital SPC, as prepetition unsecured lender
• Consultation Parties: the prepetition agents, any agent under a postpetition financing facility and any statutory committee. No official committee had been appointed when the motion was filed. An agent that submits any bid, including a revocable or amendable credit bid, loses its consultation status.

Assets Being Sold

• All, substantially all, or any portion of the debtors' assets are for sale. This includes their intellectual property and brands, among them The Children's Place and Gymboree, and their operations, including the Amazon operations.
• The bidding procedures list the going-concern business, unexpired leases, executory contracts, real property, equipment, inventory, supplies, intellectual property, insurance proceeds, prepaid expenses and deposits, and books and records. Each is to be sold free and clear of liens, claims, interests and encumbrances.
• Bids may cover discrete groups of assets. A bid for substantially all of the assets must state whether it depends on buying all of them or may be treated as separate bids for one or more groups. The debtors may complete multiple sales through one or more auctions.

Stalking Horse Designation and Bid Protections

• Break-Up Fee: up to 3% of the purchase price
• Expense Reimbursement: reasonable and documented out-of-pocket fees and expenses, with no stated dollar cap
• The proposed order allows, but does not require, the debtors to designate one or more stalking horse bidders for particular assets and sign a stalking horse APA by Nov. 17, 2026, at 5 p.m. prevailing Eastern Time, in consultation with the Consultation Parties. Paying the protections is optional. The motion says they would be offered only if the debtors decide a stalking horse is necessary and beneficial to the process.
• Within two business days of signing, the debtors must file a notice and proposed order and serve them on the stalking horse bidder and the U.S. Trustee. The notice must identify:
  • the bidder, and its parent or sponsor if it is newly formed
  • the bid amount and its cash portion
  • any connection to the debtors beyond the bid
  • the proposed protections and how they are calculated
  • the assets covered
  • the stalking horse APA
  • the deadline to object to the designation and the protections
• If no one objects within two business days of the filing, the debtors may submit the order without a hearing. A timely objection leads to a hearing as soon as the court is available.
• The stalking horse bidder must send its expense reimbursement invoices to counsel to the U.S. Trustee and to any statutory committee, which have five business days to object on reasonableness grounds. Undisputed amounts are paid without further order, and disputed amounts are held until the dispute is resolved. Invoices that draw no objection are paid without further order and are not subject to later review, challenge or disgorgement.
• No other bidder is entitled to a break-up, topping, termination or similar fee or to expense reimbursement. By submitting a bid, every other bidder is deemed to waive any fee request, including under section 503(b).
• If a stalking horse bid is the only qualified bid for its assets by the bid deadline, the debtors may cancel the auction for those assets and designate the stalking horse bid as the successful bid.

Overbid

• Minimum Overbid: $250,000 over the previous bid, in cash, cash equivalents or other consideration the debtors consider equivalent. Where a stalking horse APA covers the assets, the overbid must also include the total stalking horse bid protections.
• Overbids may be made only at the auction, and each must exceed the then-existing overbid by at least the minimum overbid. The debtors, in consultation with the Consultation Parties, may raise or lower the minimum overbid at any point during the auction.
• Credit bids may be increased dollar for dollar with additional credit bid amounts. A credit bidder does not have to add cash to an overbid unless section 363(k) or a court order requires it.

Good Faith Deposit

• Deposit: 10% of the purchase price in cash, held in escrow
• A bidder that raises its price at or before the auction must top up its deposit to 10% of the higher price no later than one business day after the auction ends. Within one business day of being selected, each successful bidder must wire enough to escrow to bring its total cash deposit to 10% of the aggregate purchase price. This includes any stalking horse bidder and the back-up bidder, where applicable.
• Deposits stay in escrow and do not become estate property until released under the escrow agreement, the bidding procedures or a court order. The successful bidder's deposit is credited against the purchase price at closing.
• A successful or back-up bidder that fails to close forfeits its deposit to the debtors as liquidated damages, and the debtors keep all their other rights and remedies.
• Unsuccessful bidders get their deposits back within five business days after the relevant sale closes or is permanently withdrawn. The back-up bidder gets its deposit back within five business days after its back-up commitment ends, and any stalking horse deposit is governed by that bidder's APA. The proposed order also lets the debtors adjust any deposit as appropriate based on the assets being sold.

Credit Bid

• Any qualified bidder with a valid, perfected and unavoidable lien may credit bid all or part of its claims under section 363(k), subject to any intercreditor subordination agreement enforceable under section 510(a). It may credit bid only for its own collateral.
• Credit bids are treated as cash when bids are evaluated. A secured creditor whose compliant credit bid arrives before the bid deadline is deemed an acceptable bidder with a qualified bid and may bid at the auction for its collateral.
• The prepetition agents and any agent under a postpetition financing facility may credit bid all or any portion of the prepetition obligations and any postpetition facility obligations. This is subject to their loan documents and the intercreditor agreement.
• Any credit bid counts as a qualified bid without a deposit. The prepetition agents and any postpetition financing agent are qualified bidders for their credit bids and are exempt from the minimum bid, deposit, financing, adequate assurance and back-up bidder requirements.
• A credit bid for assets of the Canadian debtors or other property in Canada must pay in cash at closing all amounts secured by charges granted by the Canadian court and any other liens ranking ahead of the credit bidder's liens, unless the holders agree otherwise.
• Under the proposed order, a failure to object does not count as consent by the prepetition agents or any postpetition financing agent to a free-and-clear sale. Their rights under sections 363(f) and 363(k) are expressly reserved.

Bid Requirements

• To get diligence access as an acceptable bidder, a potential bidder must deliver:
  • a signed confidentiality agreement acceptable to the debtors
  • its identity and authorized representatives
  • the portion of the assets it wants to buy
  • evidence that it has the financial capacity to close
  • disclosure of any partner in a joint bid
• Parties that signed a confidentiality agreement and submitted a non-binding indication of interest before the petition date are deemed acceptable bidders if the debtors, in consultation with the Consultation Parties, find their preliminary documents adequate.
• To be a qualified bid and take part in the auction, a bid must be a signed, irrevocable offer received by the bid deadline that, among other things:
  • identifies the assets, the liabilities to be assumed (including cure costs) and the contracts and leases to be assumed and assigned;
  • states a purchase price as a single figure in U.S. dollars on a cash-free, debt-free basis, separates cash from non-cash consideration, and allocates the price among the assets, including any assets of the Canadian debtors or assets located in Canada;
  • comes with the 10% good faith deposit;
  • shows either cash on hand or unconditional committed financing from a reputable institution that is not subject to internal approvals, syndication, diligence or credit committee approval (the debtors will favor bidders that can fund the price directly from their own cash);
  • includes signed, non-contingent deal documents, including a purchase agreement marked against the debtors' form APA (to be provided before the bid deadline) with no changes that are materially more burdensome, and a schedule of the contracts and leases to be assumed;
  • stays irrevocable until the sale closes, whether or not it is chosen as the successful or back-up bid;
  • has no diligence, financing or other contingencies, with all diligence finished before the bid deadline;
  • gives up any break-up fee, expense reimbursement or similar payment and waives any section 503(b) substantial-contribution claim, unless the bid is chosen as a stalking horse bid;
  • fully discloses every participating entity (including equity owners, sponsors and co-investors), any relationship with the debtors, other bidders, or the debtors' officers, directors or equity holders, and evidence of corporate authorization;
  • commits to pay cure costs and includes adequate assurance information under sections 365(b)(3) and 365(f)(2)(B);
  • acknowledges compliance with the debtors' consumer privacy practices, which do not restrict the transfer of customers' personally identifiable information, and with applicable Canadian privacy legislation for personal information of individuals in Canada;
  • commits the bidder to serve as back-up bidder if its bid is the next highest or otherwise best;
  • lists the regulatory and third-party approvals needed and when they are expected, including the steps the bidder will take for any approval expected to take more than 30 days after signing and/or plan confirmation, and states an expected closing date and all closing conditions; and
  • accepts the assets as is, where is, confirms there has been no collusion, and submits to the bankruptcy court's jurisdiction (and the Canadian court's jurisdiction for Canadian assets) with a waiver of jury trial.
• The debtors may deem a nonconforming bid qualified, may (but need not) let a bidder fix deficiencies before the auction, and may approve joint bids case by case. Bidders bear their own costs. The debtors will not pay commissions to any bidder's agent, advisor or broker, and those fees may not be deducted from sale proceeds.

Diligence and Communications

• Only acceptable bidders that have signed a confidentiality agreement get data room access and non-public information. Diligence ends at the bid deadline. The data room from the prepetition process contains a confidential information presentation and financial, operational and legal diligence materials.
• All substantive communications with bidders go through Cascadia. Bidders may not contact the debtors' customers, suppliers or other counterparties without written consent. They may not communicate with each other without written authorization from the debtors' advisors, and the debtors may disqualify bidders that do.
• The debtors may withhold or modify business-sensitive materials for bidders that are, or are affiliated with, competitors or customers. They may also refuse information to bidders that have not shown a good-faith intent or the capacity to close.

Employees and Transition Services

• Each bid must say whether the bidder intends to hire all of the debtors' employees. If not, it must describe the bidder's plans for current management and for other employees who work mainly on the relevant assets, plus any planned incentive plan.
• Each bid must also describe any transition services the bidder would need from, or provide to, the debtors or their non-debtor affiliates, with an estimate of how long they would last. The bidder pays the actual cost of providing those services.

Bid Evaluation and Auction

• If needed, the auction will be held Dec. 11, 2026, at 10 a.m. prevailing Eastern Time at White & Case LLP's New York offices. It covers any assets that draw more than one qualified bid by the bid deadline.
• Bidding opens with the starting bid, which is the qualified bid or combination of qualified bids the debtors, in consultation with the Consultation Parties, consider highest or otherwise best. Before the auction, the starting bid is sent to any stalking horse bidder and all qualified bidders.
• In choosing the starting and successful bids, the debtors may weigh, among other factors:
  • the amount and nature of the total consideration, including assumed liabilities
  • the number and nature of changes to the form APA (for the starting bid only)
  • how certain the deal is to close, and when
  • the net economic effect on each estate
  • regulatory requirements and tax consequences
  • whether the deal would close through a plan or a section 363 sale (and the CCAA, if applicable)
  • how certain the bid is to lead to a confirmed Chapter 11 plan
• Only qualified bidders may bid. Each must confirm on the record that it has not colluded and that its bid is a good faith, bona fide offer, and the auction will be transcribed.
• The debtors may require an overbid in each round for a bidder to stay in, disqualify bidders that do not respond, and adjourn, suspend or end the auction. Before a sale order is entered, they may reject inadequate or nonconforming bids. They may change the auction rules in consultation with the Consultation Parties, and bids made after the auction closes will not be considered.
• The bidding procedures limit attendance to the debtors, qualified bidders, the Consultation Parties, the U.S. Trustee, any information officer appointed by the Canadian court and their advisors, and the proposed order similarly limits participation to those parties and any others the debtors admit. The proposed order, citing Local Rule 6004-2, nonetheless provides that the auction will be conducted openly and that all parties in interest may attend, and the order governs over the procedures.

Successful Bid and Back-Up Bidder

• The auction closes once the debtors, in consultation with the Consultation Parties, have identified the highest or otherwise best bid or combination of bids for the relevant assets and decide that more bidding is unlikely to produce a different acceptable result. The debtors will then file a notice on the docket identifying the successful bidder, the assets and the key terms.
• The back-up bidder is chosen and announced at the close of the auction, and that choice is final. Its bid stays open and irrevocable until the earliest of:
  • 90 days after the sale hearing;
  • the effective date of a Chapter 11 plan;
  • the closing of the successful bid; and
  • the debtors' written release of the back-up bid.
• The bid-requirements section, however, says a back-up bid stays irrevocable until the successful bidder's deal closes.
• If the successful bidder fails to close in time, the back-up bidder is automatically treated as the successful bidder, unless the debtors decide otherwise, and must close as soon as reasonably practicable. No further order is needed if the back-up bid was approved along with the successful bid. Otherwise, approval from the court (and the Canadian court, if applicable) is required, and unresolved objections may be heard on an expedited basis.

Key Dates

• Petition Date: Nov. 8, 2026
• Stalking Horse Designation Deadline: Nov. 17, 2026, at 5 p.m. prevailing Eastern Time
• Bid Deadline: Dec. 9, 2026, at 5 p.m. prevailing Eastern Time
• Auction (if necessary): Dec. 11, 2026, at 10 a.m. prevailing Eastern Time
• Notice of Successful Bidder and Assumption Notice: as soon as reasonably practicable after the auction, or after the bid deadline if no auction is held
• Sale Objection Deadline (including cure, assignment and adequate assurance objections): Dec. 14, 2026, at 5 p.m. prevailing Eastern Time
• Replies to Sale Objections: at the sale hearing
• Sale Hearing: Dec. 15, 2026, at a time to be announced, subject to court availability
• Canadian Sale Order Hearing: to be scheduled if a successful bid includes assets of the Canadian debtors or assets located in Canada
• The debtors, in consultation with the Consultation Parties, may change any date without further court order by notifying qualified bidders. They may extend the bid deadline for all or only some bidders.

Assumption and Assignment

• A contract or lease is assumed and assigned only if it appears on the schedule to the successful bidder's signed purchase agreement, and only at the same time it is assigned. Assumption takes effect on the later of the entry of an order approving it and the closing of the sale.
• After the auction, or after the bid deadline if no auction is held, the debtors will file and serve an assumption notice listing each contract, the counterparty and the debtors' good-faith cure estimate. Supplemental notices will cover additions, removals and cure changes. Unless the purchase agreement says otherwise, the debtors, in consultation with the successful bidder, may add or remove contracts up to two business days before closing.
• Objections to cure amounts, assignment or adequate assurance are due Dec. 14, 2026, at 5 p.m. prevailing Eastern Time, or by the deadline in any supplemental notice. Counterparties that do not object are deemed to consent to the cure amount, the assignment and the sale. They are barred from claiming additional cure amounts or objecting to the assignment, even where applicable law would otherwise excuse performance under section 365(c)(1).
• If a cure dispute is unresolved, the contract may still be assumed and assigned, with the debtors setting aside the amount the counterparty claims until the dispute is resolved. Assignment objections still unresolved at the sale hearing will be heard on a later date set by the court.
• Counterparties may ask for evidence of adequate assurance, which the debtors will provide, confidentially if it is non-public. The assumption notice reserves the debtors' right to reject or assume contracts and to designate contracts as rejected or assumed after closing, under procedures that let the debtors or the successful bidder make those designations.

Sale Order and Free-and-Clear Relief

• The debtors will seek one or more sale orders approving sales to the successful bidders free and clear of liens, claims, encumbrances and other interests. Interests the buyer does not assume will be either paid in full at closing or attached to the net sale proceeds, subject to any claims and defenses of the debtors. The debtors will also ask the court to find that each successful bidder is a good-faith purchaser protected under section 363(m).
• Parties that do not object by the sale objection deadline are barred from objecting to the sale and are deemed to consent under section 363(f), subject to the lender carve-out described under Credit Bid.
• The sale hearing may also serve as the confirmation hearing on the debtors' plan. The debtors may still choose to close any sale under section 363 (and the CCAA, if applicable) rather than through a plan.

Canadian Recognition Proceedings

• The Children's Place, Inc., as proposed foreign representative, is asking the Ontario Superior Court of Justice (Commercial List) to recognize the Chapter 11 cases as a foreign main proceeding under Part IV of the CCAA and to give effect to the bidding procedures order in Canada. The bidding procedures state that the Canadian proceeding began on Nov. 9, 2026.
• If a successful bid includes assets of the Canadian debtors or assets located in Canada, the foreign representative will seek a Canadian sale order under section 49 of the CCAA as soon as reasonably practicable after the U.S. sale order is entered. That order would recognize the sale order and, if necessary, approve the sale of those assets.

Other Provisions

• The procedures include a fiduciary out. No debtor or board has to take, or refrain from, any action it decides, in consultation with counsel, would be inconsistent with applicable law or its fiduciary duties. Until the sale order is entered, the debtors and their advisors may consider, respond to, negotiate and facilitate alternative proposals for any or all of the assets, including by sharing non-public information.
• The debtors, in consultation with the Consultation Parties, may change the bidding procedures in good faith. This includes extending deadlines, adjourning or canceling the auction, rejecting any or all bids and adjusting the minimum overbid.
• All payments and relief under the proposed order are subject to any interim or final order authorizing postpetition financing or use of cash collateral, including its budget. That financing order controls in any inconsistency.