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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 2.3 Form of Conversion Agreement
- 2.4 Form of Agreement and Plan of Merger
- 3.1 Form of Certificate of Incorporation of Express, Inc.
- 3.2 Form of Bylaws of Express, Inc.
- 4.1 Specimen Common Stock Certificate
- 4.4 Form of Registration Agreement
- 4.5 Form of Stockholders Agreement
- 5.1 Opinion of Kirkland & Ellis LLP
- 10.10 Express, Inc. 2010 Incentive Compensation Plan
- 10.11 Form of Incentive Stock Option Agreement
- 10.12 Master Sublease
- 10.13 Form of Restricted Stock Agreement
- 10.17 Form of Nonqualified Stock Option Agreement
- 10.18 Form of Stock Appreciation Rights Agreement
- 10.19 Form of Restricted Stock Unit Agreement
- 10.22 Form of Indemnification Agreement
- 10.23 Form of Letter Agreement
- 10.24 Form of Letter Agreement
- 10.25 Amendment No. 2 to Topco Credit Agreement
- 10.26 Letter Agreement
- 16.1 Letter from Ernst & Young LLP
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of Ernst & Young LLP
- 99.1 Consent of Director Designee
- CORRESP Corresp
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the references to our firm under the captions “Experts,” “Change in Accountants,” “Summary Historical and Pro Forma Consolidated Financial and Operating Data,” and “Selected Historical Consolidated Financial and Operating Data,” and to the use of our report dated May 2, 2008, except for Note 1 (as it pertains to segment disclosure and the impact of the recapitalization of the Company) and Notes 7 and 12, as to which the date is February 15, 2010, in this Amendment No. 5 to the Registration Statement (Form S-1 No. 333-164906) and related Prospectus of Express Parent LLC for the registration of shares of its common stock.
/s/ Ernst & Young LLP
Columbus, Ohio
April 29, 2010