Express: Phoenix Retail 363 Sale and Plan Wind-Down

Express’s April 2024 chapter 11 case in Delaware is a clean example of a retailer using bankruptcy court as the transaction venue for a fast operating-asset sale, while pushing the legacy capital structure into a plan-driven wind-down vehicle. The debtors entered chapter 11 with a mall-centered store fleet and multiple brands, but the case’s core objective was not a multi-year reorganization of operations; it was a court-supervised 363 process that transferred the operating platform to Phoenix Retail, a joint venture involving a brand owner and major mall landlords.

The docket also shows how retail chapter 11 cases often couple three distinct workstreams on an accelerated timeline: (1) liquidity stabilization through a roll-up-heavy DIP package, (2) store rationalization and lease triage while the sale process runs, and (3) a post-sale plan that converts the remaining estates into a wind-down structure with distribution mechanics, deadlines, and litigation preservation. Express’s case moved from petition to sale approval in less than two months, but the plan stage and administrative tail (bar dates, professional fee deadlines, claim reconciliation) demonstrate that “fast” cases still produce complex post-closing work.

363 Sale and Wind-Down Plan: Phoenix Retail Acquisition, DIP Roll-Ups, and Store Rationalization

Business footprint and brand stack: Express, Express Factory, Bonobos, and UpWest. Express entered chapter 11 as an omnichannel apparel retailer best known for mall-based stores, with an e-commerce channel and multiple brand concepts. The external coverage of the filing emphasized the brand’s mall presence and described the portfolio as including Express and Express Factory stores, plus Bonobos and UpWest. In the First Day Declaration, management described 500+ U.S. locations supported by Express.com, characterized Bonobos as a menswear brand with “guide shop” locations, and described UpWest as a direct-to-consumer apparel and home goods business.

That portfolio mattered for the restructuring path because it created multiple ways to separate value: the operating platform and store fleet could be sold through a 363 process, while intellectual property and licensing economics could be handled through prepetition structures. Retail restructurings often turn on what, exactly, is being sold: is the buyer buying the operating company and leases, or only selected assets; does the buyer obtain brand rights directly or through license arrangements; and which liabilities remain behind in the debtor estates. The Express docket demonstrates those distinctions through a sale order that identified two purchaser entities and through the plan structure that later governed distributions and wind-down.

Pre-filing pressures: mall traffic, demand shifts, and lease footprint misalignment. The First Day Declaration described liquidity deterioration tied to sales pressure and a brick-and-mortar footprint that became increasingly misaligned with post-pandemic demand patterns. External coverage put a consumer-facing label on the same dynamic: work-from-home shifts and “casualization”, making a formal/smart-casual positioning harder to sustain in a mass retail environment. For a mall-centered retailer, declining traffic is not just a revenue problem; it becomes a working-capital and vendor problem, because inventory turns and promotional cadence can force more cash into markdowns, while fixed lease obligations and seasonal buying cycles constrain flexibility.

The press and filings around Express’s bankruptcy also reflect a classic retail chapter 11 sequencing challenge: if a company is already strained in payables and vendor terms, it has limited runway to test strategic alternatives outside of court. The First Day Declaration framed the filing as a path to stabilize operations and pursue a value-maximizing transaction, while coverage framed the filing as a plan to close nearly 100 stores. Another retail risk is “liquidation gravity”: if the market perceives a retailer as a liquidation candidate, landlords and vendors can tighten terms, which can become self-fulfilling unless the debtor quickly demonstrates liquidity and a path to a going-concern transaction. Coverage of Express’s case included commentary about liquidation risk in the process narrative.

Store-closure strategy: using chapter 11 to shrink the fleet while a sale runs. Express’s chapter 11 filing was paired with a store-closure plan described in reporting as closing 95 Express stores and all UpWest stores, with closing sales beginning in late April. For restructuring professionals, the closure plan is not merely an operational detail; it is a cash and lease-liability control mechanism. In a 363 sale, the debtor needs to preserve the best stores (or, at minimum, preserve the platform) while shedding underperforming locations and reducing uncertainty for landlords. A closure list also matters for sale valuation because it signals what portion of the footprint is intended to be part of a stabilized post-transaction enterprise versus what is being exited.

The WHP partnership and IP economics: why the prepetition IP joint venture mattered for a 363 sale. One of the more distinctive features of the Express restructuring story is that the company had already completed a major intellectual property transaction before its bankruptcy filing. In late 2022, Express announced a strategic partnership with WHP Global that formed an intellectual property joint venture, with WHP taking a majority stake and describing the Express brand as valued at about $400 million. The same materials described WHP investing $235 million for its stake and positioning the partnership around licensing and international expansion.

The First Day Declaration described that transaction in terms that matter directly to restructuring mechanics: Express contributed key IP (including trademarks) into a JV structure and then licensed rights back, creating royalty obligations and minimum guaranteed royalty references. In a retail chapter 11, that structure can reshape the boundaries of what is being sold. If brand IP is not owned directly by the operating debtor, a “sale of substantially all assets” might not include the same IP rights as a traditional going-concern sale, and the purchaser’s rights may be governed by license or JV arrangements. That can be attractive to a purchaser consortium that includes the IP owner, because it can align brand control with operating platform control while leaving the debtor estates to wind down legacy liabilities.

There is also a practical implication for landlords and mall operators. If the buyer is a JV that includes major mall landlords, it may be able to coordinate post-closing store rationalization, lease terms, and tenant mix in a way that a stand-alone buyer cannot. The external reporting and press releases about Phoenix Retail emphasize this structure and identify participants from the mall ecosystem, including a WHP-led joint venture and landlord participants cited in industry coverage, which suggests the buyer group was designed to preserve a large store base as a going concern rather than to liquidate.

DIP financing: reconciling new-money headlines with a roll-up-heavy package. Express’s chapter 11 case used a large, multi-layer DIP financing structure described in the DIP motion as approximately $224 million in total facilities, composed of a first-lien DIP ABL revolver and a second-lien DIP term facility. The DIP package included both new money and significant roll-ups of prepetition obligations, which is a common structure in retail cases where an existing ABL lender group provides postpetition liquidity but also seeks to de-risk its exposure by converting prepetition debt into DIP priority. Coverage of the filing included a “new financing” headline (for example, describing $35 million of new financing from existing lenders), which is directionally consistent with the “new money” concept but can understate the economic reality that the DIP also restructures priority through roll-ups.

In the DIP motion’s structure, the first-lien DIP ABL was described as up to $161 million of revolving commitments, while the second-lien DIP term facility included $25 million new money term loans and a roll-up of remaining FILO term obligations. The motion also described a separate ABL roll-up of about $136 million and a FILO/term roll-up of about $63 million. In practice, that means the DIP was not only a liquidity tool; it was also a mechanism to re-order priorities and to create a financing structure that could support a rapid sale process without leaving lenders exposed to erosion by administrative expenses and professional fees.

The court entered both an interim DIP order early in the case and a final DIP order in early June, reflecting the typical two-step approval process under the Bankruptcy Code and local rules. Those orders matter not only because they authorize borrowing, but because they lock in priority, lien, and cash-management mechanics that can shape later distributions. In a sale case, the most salient point is often whether sale proceeds are earmarked for DIP payoff and how much runway remains for administrative expenses and general unsecured creditor recoveries after secured claims and professional costs.

Adequate protection and professional fee carve-out: what the DIP left for estate professionals if the deal broke. DIP structures that include roll-ups typically include a negotiated “carve-out” so that estate professionals, the U.S. Trustee, and (where applicable) a creditors’ committee can be paid for work that the system requires. The DIP motion defined a “Carve Out” that included UST and clerk fees and a capped trustee fee amount, and it established a post-default fee cap for professional fees incurred after a “Carve Out Trigger Notice.” The mechanics are important because they show how the financing documents allocate risk if the sale process derails: lenders often want to cap post-default professional fees, while debtors and committees seek assurance that professional work through the default period is still covered.

The DIP motion described the “Carve Out” as including fees required to be paid to the clerk and U.S. Trustee under 28 U.S.C. § 1930(a), plus Section 726(b) fees up to $25,000, plus unpaid allowed professional fees incurred before a trigger notice, and then post-trigger fees capped at $500,000. The motion described the trigger notice as deliverable by a DIP agent following (and during the continuation of) an event of default, which is consistent with the common structure where professional fees are protected pre-default but constrained after default when lenders want control over remaining liquidity.

Capital structure context: ABL and FILO facilities and why roll-ups were a logical lever. The First Day Declaration described a secured borrowing structure anchored by an ABL credit facility and a FILO term loan facility, with the ABL described as up to $290 million and about $105.7 million outstanding at the petition date. The First Day Declaration also described a FILO term loan facility entered in September 2023 with about $63.1 million outstanding. Those facilities are common in retail because inventory and receivables can support asset-based lending, but the facilities often include borrowing-base mechanics and reserves that can tighten in a downturn. When liquidity becomes constrained, a roll-up-heavy DIP can be the “least disruptive” financing option because it keeps the same collateral package and lender group in place, rather than introducing a new priming lender with competing liens.

The sale path: a buyer group built around Phoenix Retail and the mall ecosystem. Express disclosed a nonbinding LOI from a consortium led by WHP Global and affiliates of Simon Property Group and Brookfield Properties, and described the Chapter 11 process as a going-concern sale transaction. By June, press releases described the formation of Phoenix Retail, LLC by WHP Global, an affiliate of Simon Property Group, Brookfield Properties, and Centennial Real Estate, and described court approval to acquire Express’s operations on June 14, less than two months after the filing. Retail industry coverage similarly framed Phoenix Retail as a brand-platform coalition.

That purchaser composition is a case feature worth highlighting because it speaks to what the buyer likely valued: maintaining a large operating footprint and retaining jobs rather than pursuing a liquidation. After closing, Phoenix announced that it would operate Express and Bonobos in the U.S., with over 450 physical stores and nearly 7,000 jobs preserved. In practical terms, that kind of buyer group can both stabilize operations and align store-location outcomes with landlord interests, because major mall owners have incentives to preserve tenant occupancy and foot traffic.

Bidding procedures: how the court calendar set the pace for the sale. The Bidding Procedures Order is the clearest expression of the case’s “fast sale” design, because it hard-codes bid and hearing milestones into the court schedule. The order set a June 11 bid deadline at 4:00 p.m. Eastern, provided for a June 12 auction if needed, set a June 13 objection deadline at 4:00 p.m., and scheduled the June 14 sale hearing at 9:30 a.m. Eastern. That schedule is typical when a debtor wants to close quickly to preserve value and avoid prolonged operating uncertainty; it also creates a narrow window for competing bids, which can be appropriate when the case has a prepetition LOI-driven sale narrative but can draw scrutiny if stakeholders believe the process is too constrained.

Sale order: two purchasers, free-and-clear findings, and designation rights for contract assignments. The Sale Order approved an asset purchase agreement with two purchasers: Phoenix Retail, LLC and EXPWHP, LLC. For restructuring practitioners, the key legal findings in any 363 sale order are usually the section 363(f) “free and clear” findings and the section 363(m) “good faith” purchaser findings. Here, the Sale Order included free-and-clear findings and found the purchasers to be good-faith purchasers under section 363(m). Those findings are not mere boilerplate: they are designed to reduce appellate risk and to protect the sale from being unwound after closing, which is especially important in retail when inventory, leases, and vendor relationships can be disrupted by uncertainty.

Another operationally important element in retail sales is how the sale handles assignment of contracts and unexpired leases. The Sale Order included procedures for designation rights that allow a purchaser to decide which leases and contracts it will ultimately take (and potentially to assign them to designees) within a defined period, while providing notice and cure-amount dispute mechanics for counterparties. In retail, designation rights are a practical tool: they let the buyer keep flexibility while the post-closing store footprint is finalized and while lease terms are negotiated, without requiring all assignment decisions to be locked at the sale hearing.

External reporting provided additional color about the deal valuation and consideration structure. One deal-summary publication described the acquisition as valued at $176 million, comprised of $138 million in cash and $38 million in assumed liabilities. While retail sale consideration can be structured in many ways (cash, assumed liabilities, cure costs, and other economics), the key restructuring point is that the operating assets were transferred to a going-concern buyer group, leaving the debtor estates to address remaining liabilities through the plan process.

Plan-driven wind-down: separating the going-concern buyer from the legacy estates. After the sale, the remaining debtors proceeded toward a confirmed plan that implemented a wind-down structure. The Confirmation Order and plan materials provided for a plan administrator and a wind-down oversight committee, with the case’s DIP claims paid in full from sale proceeds. That structure is common in sale-driven chapter 11 cases: once operating assets are sold, the main remaining work becomes claim reconciliation, distribution mechanics, litigation management, and administration of retained causes of action.

Class treatment in the plan is consistent with a liquidation-like distribution structure (even if the operating assets were sold as a going concern). The plan described other secured and priority claims as unimpaired, distributable proceeds for general unsecured claims, and equity canceled with no distribution for existing equity and section 510(b) claims. For equity holders, this is the typical outcome in a retailer sale case where funded debt and administrative costs consume the available value. For general unsecured creditors, the critical question becomes the size of distributable proceeds after DIP payoff, professional fees, wind-down costs, and any reserves, and whether litigation recoveries or preference actions meaningfully increase the distribution pool.

Releases and litigation preservation: the plan’s opt-in third-party release architecture. Retail chapter 11 cases often present a tension between transaction speed and release breadth. In Express’s case, the plan and Confirmation Order describe an opt-in release, typically via an opt-in form or a ballot checkbox. That structure contrasts with opt-out release models used in some cases; an opt-in design is often used to reduce disputes over “consent” because it requires an affirmative action rather than treating silence as consent. The plan materials also describe retained causes of action and preserved claims against designated non-released parties, which is central to the economics for a wind-down estate: if litigation claims are retained, they can become part of the distribution pool for general unsecured creditors after sale proceeds are allocated.

Claims agent and noticing infrastructure: why Stretto’s appointment is part of the case’s mechanics. The court authorized Stretto, Inc. to serve as the administrative advisor providing claims administration, noticing, and solicitation services, effective as of the petition date. In a retail case with a large creditor matrix (vendors, landlords, and potentially many smaller creditors), the claims agent infrastructure determines how parties receive notice of sale milestones, bar dates, and plan solicitation. The engagement terms described in the retention order included a $50,000 advance payable upon execution and invoicing no less frequently than monthly, illustrating the cost structure of the administrative backbone even apart from legal and financial advisory fees.

Effective date and bar dates: what remained after confirmation. The plan was confirmed on December 17, 2024, and the Notice of Effective Date states that the effective date occurred on December 31, 2024. The same notice also set key post-confirmation deadlines that matter for any creditor deciding whether and how to file claims. It described an administrative claim bar date of January 30, 2025, a professional fee application deadline of February 14, 2025, and a rejection damages deadline tied to the later of rejection authorization, rejection effectiveness, or the effective date. Those deadlines are the practical “back end” of a sale-driven chapter 11: even after the store fleet and e-commerce platform are transferred, the remaining estate still needs to settle administrative claims, resolve contract rejection damages, and finalize professional compensation before distributions can be completed.

Company history and brand context: why Express’s mall identity shaped both the narrative and the buyer logic. Express’s brand has long been tied to the American mall ecosystem. Reference materials describe the company as founded as “Limited Express” under The Limited brands umbrella and later rebranded, with mall expansion in the 1980s. That historical identity is a structural factor in a modern restructuring: a mall-centered fleet faces the combined pressures of traffic shifts and lease economics, while also remaining a valuable tenant category for landlords seeking apparel anchors. The Phoenix Retail buyer group composition—pairing an IP-focused brand owner with major mall owners—can be read as a transaction designed to preserve a sizable fleet because it aligns brand monetization and mall tenancy incentives in a single platform, including a WHP-led joint venture and landlord participants cited in industry coverage.

This is also where the chapter 11 mechanics connect directly to the industry structure. In many retail cases, landlord interests and debtor interests can diverge sharply: landlords may push for quick rejection of underperforming leases, while debtors may seek flexibility to preserve a saleable footprint. In Express’s case, the sale calendar, designation rights, and closure list reflect a negotiated process aimed at preserving a post-closing platform while exiting selected locations and leaving the residual estates to wind down. The result is a case that is less about a comprehensive operational restructure and more about allocating control and value between operating assets (sold) and legacy liabilities (left behind).

Key timeline: petition-to-sale sprint, then plan confirmation and effective date. Express filed on April 22, 2024, obtained interim DIP authorization days later, and reached final DIP and bidding procedures orders in early June, setting up a sale hearing on June 14. The sale order entered on June 14, and Phoenix later announced closing on June 25. The wind-down plan was confirmed in December with an effective date at year end, triggering post-confirmation deadlines and the administrative endgame.

Frequently Asked Questions

When did Express file for chapter 11 bankruptcy and where was the case filed?

Express filed chapter 11 petitions on April 22, 2024 in the District of Delaware.

Why did Express file for chapter 11 (what did management cite as the core drivers)?

In the First Day Declaration, management described liquidity pressures tied to sales pressure and a lease footprint originating prior to the pandemic that became increasingly misaligned with post-pandemic demand patterns.

How many stores did Express plan to close during the chapter 11 process?

Reporting described Express planning to close 95 Express stores and UpWest stores as part of the chapter 11 process, with a store-by-store list published in coverage.

What was Express’s DIP financing package and how much of it was roll-up versus new money?

The DIP motion described a $224 million DIP package, including a first-lien DIP ABL facility up to about $161 million and a second-lien DIP term facility including up to $25 million of new money and a roll-up of FILO obligations, plus roll-up of ABL obligations.

Who bought Express’s operating assets in the 363 sale?

The Sale Order approved Phoenix Retail, LLC and EXPWHP, LLC as buyers under the court-approved asset purchase agreement. Press releases described Phoenix Retail as a WHP-led joint venture with major mall landlord participants.

What were the key dates in the Express sale process (bid deadline, auction, sale hearing)?

The Bidding Procedures Order set a June 11 bid deadline at 4:00 p.m. ET, an auction date of June 12 if needed, a June 13 objection deadline at 4:00 p.m. ET, and a June 14 sale hearing at 9:30 a.m. ET.

Did Express’s chapter 11 case preserve the Express and Bonobos brands and jobs?

The buyer’s closing announcement described Phoenix operating Express and Bonobos in the U.S., operating over 450 physical stores, and preserving nearly 7,000 jobs.

What did the confirmed plan provide for general unsecured creditors and existing equity?

The Plan and Confirmation Order described distributable proceeds for general unsecured claims, while equity canceled with no recovery for existing equity.

How did the plan’s opt-in third-party release work?

The Plan and Confirmation Order described an opt-in release (via an opt-in form or a ballot checkbox).

Who is the claims agent for Express?

Stretto, Inc. serves as the claims and noticing agent (administrative advisor). The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For more chapter 11 case research and restructuring analysis, visit the ElevenFlo blog.