Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on July 23, 2020, Ascena Retail Group, Inc. (the "Company") and certain of its subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Virginia.

On November 23, 2020, the Company completed the sale of certain assets of the Company and certain of its directly and indirectly owned subsidiaries, mainly consisting of the intellectual property and certain other assets and liabilities of the Company's Justice brand (the "Justice Sale"). The Justice Sale was completed pursuant to an Asset Purchase Agreement, dated October 20, 2020, between the Company, certain subsidiaries of the Company (together, the "Sellers") and Justice Brand Holdings LLC, an entity created by Bluestar Alliance (the "Purchaser"), as amended by Amendment No. 1 thereto, dated November 10, 2020 (the "Asset Purchase Agreement"), and was subject to sections 105, 363 and 365 of the Bankruptcy Code, including a marketing process. Pursuant to the Asset Purchase Agreement, the Purchaser paid $71 million and assumed certain liabilities of the Sellers.

The foregoing description of the Justice Sale and the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 2.1 and 2.2 and are hereby incorporated by reference in this Item 1.01.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit    Description
Number

  2.1*       Asset Purchase Agreement, dated as of October 20, 2020, by and among
           Ascena Retail Group, Inc., the other sellers named therein and Justice
           Brand Holdings LLC.
  2.2*       Amendment No. 1 to the Asset Purchase Agreement, dated as of November
           10, 2020, by and among Ascena Retail Group, Inc., the other sellers
           named therein and Justice Brand Holdings LLC.
104        Cover Page Interactive Data File. The cover page XBRL tags are embedded
           within the inline XBRL document (contained in Exhibit 101).

* Certain schedules and similar attachments have been omitted. The Company agrees

to furnish a supplemental copy of any omitted schedule or attachment to the

Securities and Exchange Commission upon request.

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