4839-3964-0883

James H.M. Sprayregen, P.C. Michael A. Condyles (VA 27807)

Anup Sathy, P.C. (admitted pro hac vice) Peter J. Barrett (VA 46179)

Steven N. Serajeddini (admitted pro hac vice) Jeremy S. Williams (VA 77469)

KIRKLAND & ELLIS LLP KUTAK ROCK LLP

KIRKLAND & ELLIS INTERNATIONAL LLP 901 East Byrd Street, Suite 1000

300 North LaSalle Richmond, Virginia 23219-4071

Chicago, Illinois 60654 Telephone: (804) 644-1700

Telephone: (312) 862-2000 Facsimile: (804) 783-6192

Facsimile: (312) 862-2200

-andJoshua A. Sussberg, P.C. (admitted pro hac vice)

Matthew C. Fagen (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Proposed Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

THE GYMBOREE CORPORATION, et al.,

1

) Case No. 17-32986 (KLP)

)

Debtors. ) (Jointly Administered)

)

NOTICE OF MOTION AND NOTICE OF HEARING ON DEBTORS’ MOTION

FOR ENTRY OF AN ORDER (I) AUTHORIZING (A) THE DEBTORS TO

ASSUME THE BACKSTOP COMMITMENT AGREEMENT AND (B) THE

PAYMENT AND ALLOWANCE OF RELATED FEES AND EXPENSES 

AS ADMINISTRATIVE CLAIMS, AND (II) GRANTING RELATED RELIEF

 

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, include: The Gymboree Corporation (5258); Giraffe Intermediate B, Inc. (0659); Gym-Card, LLC 

(5720); Gym-Mark, Inc. (6459); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, Inc. (6461); 

Gymboree Operations, Inc. (6463); and S.C.C. Wholesale, Inc. (6588). The location of the Debtors’ service 

address is 71 Stevenson Street, Suite 2200, San Francisco, California 94105. 

Case 17-32986-KLP Doc 143 Filed 06/16/17 Entered 06/16/17 22:21:13 Desc Main

 Document Page 1 of 4
4839-3964-0883

PLEASE TAKE NOTICE THAT on June 16, 2017, Gymboree Corporation and its 

debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases 

(collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order (I) Authorizing 

(A) the Debtors to Assume the Backstop Commitment Agreement and (B) The Payment and 

Allowance of Related Fees and Expenses As Administrative Claims, and (II) Granting Related 

Relief [Docket No. 142] (the “Motion”), with the United States Bankruptcy Court for the Eastern 

District of Virginia (the “Court”).

PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You 

should read these papers carefully and discuss them with your attorney, if you have one in these 

bankruptcy cases. (If you do not have an attorney, you may wish to consult one.)

PLEASE TAKE FURTHER NOTICE THAT in connection with the chapter 11 cases, 

an Order (I) Establishing Certain Notice, Case Management and Administrative Procedures 

(II) Granting Related Relief [Docket No. 76] (the “Case Management Order”) was entered by the 

Court on June 12, 2017, which, among other things, prescribes the manner in which objections 

must be filed and served and when hearings will be conducted. A copy of the Case Management 

Order may be obtained at no charge at at https://cases.primeclerk.com/gymboree or for a fee via 

PACER at http://www.vaeb.uscourts.gov.

PLEASE TAKE FURTHER NOTICE THAT if you do not timely file and serve a 

written objection to the relief requested in the Motion, the Court may deem any opposition 

waived, treat the Motion as conceded and enter an order granting the relief requested in the 

Motion without further notice or a hearing.

PLEASE TAKE FURTHER NOTICE THAT in accordance with the Case 

Management Order, if you wish to oppose the Motion, on or before 5:00 p.m. prevailing 

Case 17-32986-KLP Doc 143 Filed 06/16/17 Entered 06/16/17 22:21:13 Desc Main

 Document Page 2 of 4
4839-3964-0883

Eastern Time on July 3, 2017, or such shorter time as the Court may hereafter order, and 

of which you may receive subsequent notice, (the “Objection Deadline”), you must file with 

the Court, at the address shown below, a written objection pursuant to Local Bankruptcy Rule 

9013-1 and the Case Management Order:

Clerk of the Court

United States Bankruptcy Court

701 East Broad Street

Richmond, Virginia 23219

PLEASE TAKE FURTHER NOTICE THAT in accordance with the Case 

Management Order, you must also serve a copy of your written objection on the Core Group, the 

2002 List and the Affected Entities, as such terms are defined in the Case Management Order, on 

or before the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT the Motion is scheduled to be heard 

before the Court on the Omnibus Hearing date scheduled for July 11, 2017 at 11:00 a.m. 

prevailing Eastern Time, in the United States Bankruptcy Court, 701 East Broad Street, Room 

5100, Richmond, Virginia 23219. If you fail to file timely a written response and to attend the 

hearing even if a response is timely filed, the Court may consider any objection you may have 

waived and enter an order granting the relief requested. 

PLEASE TAKE FURTHER NOTICE THAT you should consult the Case 

Management Order before filing any written objection to the Motion.

[Remainder of page intentionally left blank]

Case 17-32986-KLP Doc 143 Filed 06/16/17 Entered 06/16/17 22:21:13 Desc Main

 Document Page 3 of 4
Dated: June 16, 2017 /s/ Michael A. Condyles

Richmond, Virginia Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com

Peter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com

-andJames H.M. Sprayregen, P.C.

Anup Sathy, P.C. (admitted pro hac vice)

Steven N. Serajeddini (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

anup.sathy@kirkland.com

steven.serajeddini@kirkland.com

-andJoshua A. Sussberg, P.C. (admitted pro hac vice)

Matthew C. Fagen (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Email: joshua.sussberg@kirkland.com

matthew.fagen@kirkland.com

Proposed Co-Counsel to the Debtors and Debtors in Possession

Case 17-32986-KLP Doc 143 Filed 06/16/17 Entered 06/16/17 22:21:13 Desc Main

 Document Page 4 of 4