IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

1

) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

SCHEDULE OF ASSETS AND LIABILITIES FOR

GYMBOREE MANUFACTURING, INC.

CASE NO. 19-30256 (KLP)

 

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

Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding Corporation 

(0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, LLC 

(6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 

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

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 1 of 55
1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

)

In re: ) Chapter 11

)

GYMBOREE GROUP, INC., et al.,

1

) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODS, AND

DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND

LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

General

The Schedules of Assets and Liabilities (collectively, the “Schedules”) and the Statements 

of Financial Affairs (collectively, the “Statements” and, together with the Schedules, the 

“Schedules and Statements”) filed by Gymboree Group Inc. (“Gymboree” or the “Company”) and 

its debtor affiliates, as chapter 11 debtors in possession (collectively the “Debtors”) pending in the 

United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) were 

prepared, pursuant to section 521 of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rule 1007 of the Federal Rules of Bankruptcy Procedure, by management of the Debtors, with 

the assistance of the Debtors’ advisors, and are unaudited.

While the Debtors’ management has made reasonable efforts to ensure that the Schedules 

and Statements are as accurate and complete as possible under the circumstances, based on 

information available at the time of preparation, subsequent information or discovery may result 

in material changes to these Schedules and Statements, and inadvertent errors, inaccuracies, or 

omissions may have occurred. Because the Schedules and Statements contain unaudited 

information, which is subject to further review, verification, and potential adjustment, there can be 

no assurance that these Schedules and Statements are complete. The Debtors reserve all rights to 

amend or supplement the Schedules and Statements from time to time, in all respects, as may be 

necessary or appropriate, including, without limitation, the right to amend the Schedules and 

Statements with respect to claim (as defined in section 101(5) of the Bankruptcy Code, “Claim”) 

description, designation, or Debtor against which the Claim is asserted; dispute or otherwise assert 

offsets or defenses to any Claim reflected in the Schedules and Statements as to amount, liability, 

 

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

Gymboree Group, Inc. (6587); Gymboree Intermediate Corporation (1473); Gymboree Holding Corporation 

(0315); Gymboree Wholesale, Inc. (6588); Gym-Mark, Inc. (6459); Gymboree Operations, Inc. (6463); 

Gymboree Distribution, Inc. (8669); Gymboree Manufacturing, Inc. (6464); Gymboree Retail Stores, LLC 

(6461); Gym-Card, LLC (5720); and Gymboree Island, LLC (1215). The Debtors’ service address is 71 

Stevenson Street, Suite 2200, San Francisco, California 94105.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 2 of 55
2

priority, status, or classification; subsequently designate any Claim as “disputed,” “contingent,” or 

“unliquidated;” or object to the extent, validity, enforceability, priority, or avoidability of any 

Claim. Any failure to designate a Claim in the Schedules and Statements as “disputed,”

“contingent,” or “unliquidated” does not constitute an admission by the Debtors that such Claim 

or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a Claim does not constitute 

an admission of liability by the Debtor against which the Claim is listed or against any of the 

Debtors. Nothing contained in the Schedules and Statements shall constitute a waiver of any right 

of the Debtors or an admission with respect to their chapter 11 cases (including, but not limited to, 

issues involving claims, substantive consolidation, defenses, equitable subordination, and/or 

causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other 

relevant non-bankruptcy laws to recover assets or avoid transfers).

In preparing the Schedules and Statements, the Debtors relied on financial data derived 

from their books and records that was available at the time of such preparation. Although the 

Debtors have made every reasonable effort to ensure the accuracy and completeness of the 

Schedules and Statements, subsequent information or discovery may result in material changes to 

the Schedules and Statements. As a result, inadvertent errors or omissions may exist.

The Debtors and their agents, attorneys and financial advisors do not guarantee or warrant 

the accuracy or completeness of the data that is provided herein, and will not be liable for any loss 

or injury arising out of or caused in whole or in part by the acts, errors, or omissions, whether 

negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, 

communicating, or delivering the information contained herein. While commercially reasonable 

efforts have been made to provide accurate and complete information herein, inadvertent errors or 

omissions may exist. The Debtors and their agents, attorneys and financial advisors expressly do 

not undertake any obligation to update, modify, revise, or re-categorize the information provided 

herein, or to notify any third party should the information be updated, modified, revised, or recategorized. In no event will the Debtors or their agents, attorneys and financial advisors be liable 

to any third party for any direct, indirect, incidental, consequential, or special damages (including, 

but not limited to, damages arising from the disallowance of a potential claim against the Debtors 

or damages to business reputation, lost business, or lost profits), whether foreseeable or not and 

however caused, even if the Debtors or their agents, attorneys, and financial advisors are advised 

of the possibility of such damages.

The Schedules and Statements have been signed by Jon W. Kimmins, Chief Financial 

Officer, and authorized agent at each of the Debtors. Accordingly, in reviewing and signing the 

Schedules and Statements, Mr. Kimmins necessarily relied upon the efforts, statements, and 

representations of the Debtors’ other personnel and professionals. Mr. Kimmins has not (and could 

not have) personally verified the accuracy of each such statement and representation, including, 

but not limited to, statements and representations concerning amounts owed to creditors, 

classification of such amounts, and their addresses.

Disclosure of information in one or more Schedules, one or more Statements, or one or 

more exhibits or attachments to the Schedules or Statements, even if incorrectly placed, shall be 

deemed to be disclosed in the correct Schedules, Statements, exhibits, or attachments. In the event 

that the Schedules and Statements differ from the Global Notes, the Global Notes shall control.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 3 of 55
3

These Global Notes and Statement of Limitations, Methodology, and Disclaimer 

Regarding the Debtors’ Schedules and Statements (the “Global Notes”) are incorporated by 

reference in, and comprise an integral part of, all of the Schedules and Statements, and should be 

referred to and considered in connection with any review of the Schedules and Statements.2

Global Notes and Overview of Methodology

Description of the Cases and Information Date

On January 16, 2019 (the “Petition Date”), the Debtors filed voluntary petitions for relief 

under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The chapter 11 cases are being 

jointly administered under Case No. 19-30258 (KLP) pursuant to an order entered on January 17, 

2019 [Docket No. 60]. The Debtors continue to operate their business and manage their property 

as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 

Notwithstanding the joint administration of the Debtors’ cases for procedural purposes, each 

Debtor has filed its own Schedules and Statements. The asset information provided herein, except 

as otherwise noted, represents the asset data of the Debtors as of January 5, 2019, the date of the 

Debtors’ month end closure to their balance sheet prior to the Petition Date, and the liability data 

of the Debtors as of the close of business on the Petition Date.

On June 12, 2017, The Gymboree Corp. and several of its affiliates commenced chapter 11 

cases (the “Prior Cases”) before the Court, which were jointly administered under the caption In 

re The Gymboree Corp., No. 17-32986 (KLP). A plan of reorganization was confirmed in the Prior 

Cases on September 7, 2017, and such plan went effective on September 29, 2017. On January 19, 

2018, all of the Prior Cases, other than the case of The Gymboree Corporation, were closed. Unless 

otherwise specified in the Schedules, Statements or Specific Notes, the responses contained in the 

Schedules and Statements only relate to the period since the Debtors’ emergence from the Prior 

Cases. Although the Debtors in these cases are distinct from the debtors in the Prior Cases and the 

Debtors do not express any views with respect to the reliability or accuracy of information 

contained in the Schedules and Statements filed by the debtors in the Prior Cases, such Schedules 

and Statements may provide similar information relevant to the Debtors for earlier periods of time.

Basis of Presentation

For financial reporting purposes, prior to the Petition Date, the Debtors prepared financial 

statements that were consolidated by Debtor Gymboree Holding Corporation. Combining the 

assets and liabilities set forth in the Debtors’ Schedules and Statements would result in amounts 

that would be substantially different from financial information that would be prepared on a 

consolidated basis under Generally Accepted Accounting Principles (“GAAP”). Therefore, these 

Schedules and Statements do not purport to represent financial statements prepared in accordance 

with GAAP nor are they intended to fully reconcile to the financial statements prepared by the 

Debtors. Unlike the consolidated financial statements, these Schedules and Statements reflect the 

 

2 These Global Notes supplement and are in addition to any specific notes contained in each Debtor’s Schedules or 

Statements. The fact that the Debtors have prepared a Global Note with respect to any of individual Debtor’s 

Schedules and Statements and not to those of another should not be interpreted as a decision by the Debtors to 

exclude the applicability of such Global Note to any of the Debtors’ other Schedules and Statements, as 

appropriate.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 4 of 55
4

assets and liabilities of each separate Debtor, except where otherwise indicated. Information 

contained in the Schedules and Statements has been derived from the Debtors’ books and records 

and historical financial statements.

Moreover, given, among other things, the uncertainty surrounding the collection and 

ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a 

Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as 

of the Petition Date or at any time prior to the Petition Date. Likewise, to the extent a Debtor 

shows more liabilities than assets, this is not an admission that the Debtor was insolvent at the 

Petition Date or any time prior to the Petition Date.

Amendment of Schedules and Statements

While reasonable efforts have been made to prepare and file complete and accurate 

Schedules and Statements, inadvertent errors or omissions may exist. The Debtors reserve all 

rights to amend and/or supplement the Schedules and Statements from time to time as is necessary 

or appropriate.

General Disclosures Applicable to Schedules and Statements

1. Causes of Action. Despite their reasonable efforts to identify all known assets, the 

Debtors may not have listed all of their causes of action or potential causes of action against third 

parties as assets in their Schedules and Statements, including, without limitation, avoidance actions 

arising under chapter 5 of the Bankruptcy Code and actions under other relevant bankruptcy and 

non-bankruptcy laws to recover assets. The Debtors reserve all of their rights with respect to any 

cause of action (including avoidance actions), controversy, right of setoff, cross claim, 

counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law 

or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, 

judgment, account, defense, power, privilege, license, and franchise of any kind or character 

whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or 

unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable 

directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, 

in law or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) they 

may have, and neither these Global Notes nor the Schedules and Statements shall be deemed a 

waiver of any claims or Causes of Action or in any way prejudice or impair the assertion of such 

claims or Causes of Action.

2. Recharacterization. The Debtors have made reasonable efforts to correctly 

characterize, classify, categorize, and designate the claims, assets, executory contracts, unexpired 

leases, and other items reported in the Schedules and Statements. However, the Debtors may have 

improperly characterized, classified, categorized, designated or omitted certain items due to the 

complexity and size of the Debtors’ business. Accordingly, the Debtors reserve all of their rights 

to recharacterize, reclassify, recategorize, or redesignate items reported in the Schedules and 

Statements at a later time as necessary or appropriate, including, without limitation, whether 

contracts or leases listed herein were deemed executory or unexpired as of the Petition Date and 

remain executory and unexpired postpetition.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 5 of 55
5

3. Claim Designations. Any failure to designate a claim in the Schedules and 

Statements as “contingent,” “unliquidated,” or “disputed” does not constitute an admission by the 

Debtors that such claim or amount is not “contingent,” “unliquidated,” or “disputed.” The Debtors 

reserve all of their rights to dispute, or to assert offsets or defenses to, any claim reflected on their 

Schedules or Statements on any grounds, including, but not limited to, amount, liability, priority, 

status, or classification, or to otherwise subsequently designate any claim as “contingent,”

“unliquidated,” or “disputed.” Moreover, the Debtors reserve all of their rights to amend their 

Schedules and Statements as necessary and appropriate. Listing a claim does not constitute an 

admission of liability by the Debtors.

4. Unliquidated Claim Amounts. Claim amounts that could not be readily 

quantified by the Debtors are scheduled as “unliquidated.”

5. Undetermined Amounts. The description of an amount as “undetermined” is not 

intended to reflect upon the materiality of such amount.

6. Court Orders. Pursuant to certain orders of the Bankruptcy Court entered in the 

Debtors’ chapter 11 cases entered on or about January 17, 2019, January 18, 2019 and 

February 15, 2019 (collectively, the “First Day Orders”), the Debtors were authorized (but not 

directed) to pay, among other things, certain prepetition claims of employees, critical service 

providers, lienholders, exporters, importers, customer credits/refunds, and taxing authorities. 

Accordingly, these liabilities may have been or may be satisfied in accordance with such orders 

and therefore may not be listed in the Schedules and Statements. Regardless of whether such 

claims are listed in the Schedules and Statements, to the extent such claims are paid pursuant to an 

order of the Bankruptcy Court (including the First Day Orders), the Debtors reserve all rights to 

amend or supplement their Schedules and Statements to reflect such payment as is necessary and 

appropriate to avoid overpayment or duplicate payment for such liabilities.

7. Other Paid Claims. To the extent the Debtors have reached any postpetition 

settlement with a vendor or other creditor, the terms of such settlement will prevail, supersede 

amounts listed in the Debtors’ Schedules and Statements, and shall be enforceable by all parties, 

subject to any necessary Bankruptcy Court approval. To the extent the Debtors pay any of the 

claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy 

Court, the Debtors reserve all rights to amend and supplement the Schedules and Statements and 

take other action, such as filing claims objections, as is necessary and appropriate to avoid 

overpayment or duplicate payment for such liabilities.

8. Valuation. It would be prohibitively expensive, unduly burdensome, and an 

inefficient use of estate assets for the Debtors to obtain current market valuations of all of their 

assets. Accordingly, unless otherwise indicated, net book values as of January 5, 2019 are 

reflected on the Schedules and Statements. Exceptions to this include operating cash and certain 

other assets. Operating cash is presented at bank balance as of the Petition Date. Certain other 

assets, such as investments in subsidiaries and other intangible assets, are listed at undetermined 

amounts, as the net book values may differ materially from fair market values. Amounts ultimately 

realized may vary from net book value (or whatever value was ascribed) and such variance may 

be material. Accordingly, the Debtors reserve all of their rights to amend or adjust the value of 

each asset set forth herein. In addition, the amounts shown for total liabilities exclude items 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 6 of 55
6

identified as “unknown” or “undetermined,” and, thus, ultimate liabilities may differ materially 

from those stated in the Schedules and Statements. Also, assets that have been fully depreciated 

or that were expensed for accounting purposes either do not appear in these Schedules and 

Statements or are listed with a zero-dollar value, as such assets have no net book value. The 

omission of an asset from the Schedules and Statements does not constitute a representation 

regarding the ownership of such asset, and any such omission does not constitute a waiver of any 

rights of the Debtors with respect to such asset. Given, among other things, the current market 

valuation of certain assets and the valuation and nature of certain liabilities, nothing in the Debtors’ 

Schedules and Statements shall be, or shall be deemed to be an admission that any Debtor was 

solvent or insolvent as of the Petition Date.

9. Liabilities. The Debtors have sought to allocate liabilities between the prepetition 

and postpetition periods based on the information and research that was conducted in connection 

with the preparation of the Schedules and Statements. As additional information becomes 

available and further research is conducted, the allocation of liabilities between prepetition and 

postpetition periods may change. The Debtors reserve the right to amend the Schedules and 

Statements as they deem appropriate in this regard.

10. Excluded Assets and Liabilities. The Debtors have excluded certain categories of 

assets, tax accruals, and liabilities from the Schedules and Statements, including without 

limitation, certain intercompany transactions, accrued salaries, certain employee benefit accruals 

and accrued accounts payable. In addition and as set forth above, the Debtors have excluded 

certain amounts for which the Debtors have been granted authority to pay pursuant to a First Day 

Order or other order that may be entered by the Bankruptcy Court. The Debtors also have excluded 

rejection damage claims of counterparties to executory contracts and unexpired leases that may be 

rejected (if any), to the extent such damage claims exist or may exist. Also, certain immaterial 

assets and liabilities may have been excluded. 

11. Confidential or Sensitive Information. There may be instances in which certain 

information in the Schedules and Statements intentionally has been redacted due to the nature of 

an agreement between a Debtor and a third party, concerns about the confidential or commercially 

sensitive nature of certain information, or concerns for the privacy of an individual. The alterations 

will be limited to only what is necessary to protect the Debtor or third party.

12. Leases. The Debtors have not included in the Schedules and Statements the future 

obligations of any capital or operating leases. To the extent that there was an amount outstanding 

as of the Petition Date, the creditor has been included on Schedule F of the Schedules.

13. Contingent Assets. The Debtors believe that they may possess certain claims and 

causes of action against various parties. Additionally, the Debtors may possess contingent claims 

in the form of various avoidance actions they could commence under the provisions of chapter 5 

of the Bankruptcy Code and other relevant non-bankruptcy laws. The Debtors, despite reasonable 

efforts, may not have set forth all of their causes of action against third parties as assets in their 

Schedules and Statements. The Debtors reserve all of their rights with respect to any claims, causes 

of action, or avoidance actions they may have and nothing contained in these Global Notes or the 

Schedules and Statements shall be deemed a waiver of any such claims, avoidance actions, or 

causes of action or in any way prejudice or impair the assertion of such claims.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 7 of 55
7

The Debtors may also possess contingent and unliquidated claims against affiliate Debtor 

entities for various financial accommodations and similar benefits they have extended from time 

to time, including contingent and unliquidated claims for contribution, reimbursement, and/or 

indemnification arising from, among other things, (i) letters of credit, (ii) notes payable and

receivable, (iii) surety bonds, (iv) guarantees, (v) indemnities, and (vi) warranties. Additionally, 

prior to the relevant Petition Date, each Debtor, as plaintiff, may have commenced various lawsuits 

in the ordinary course of its business against third parties seeking monetary damages. Refer to 

each Statement, item 4(a)(i), for lawsuits commenced prior to the relevant Petition Date in which 

the Debtor was a plaintiff.

14. Receivables and Payables. The Debtors have not listed individual customer 

accounts receivable balance information as the Company considers its customer list to be 

proprietary and confidential.

15. Intercompany Accounts. The Debtors record intercompany assets and liabilities 

through intercompany trade (includes trade and other business-related transactions) accounts, 

where they are reflected as receivables and payables. Intercompany trade accounts record salestype transactions between Gymboree’s subsidiaries and affiliates. The Debtors have eliminated 

intra-company activity within each legal entity, and intercompany balances are reported in the 

Schedules on a net basis. For additional information regarding the Debtors’ intercompany 

transactions and related cash management protocols, see Debtors’ Motion for Entry of Interim and 

Final Orders (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management 

System, (B) Maintain Existing Bank Accounts, and (C) Perform Intercompany Transactions, 

(II) Granting a Waiver of (A) the Requirements of Section 345(b) of the Bankruptcy Code and 

(B) Certain of the U.S. Trustee’s Operating Guidelines, (III) Scheduling a Hearing to Consider 

Entry of a Final Order, and (IV) Granting Related Relief [Docket No. 10] (the “Cash Management 

Motion”).

16. Guarantees and Other Secondary Liability Claims. The Debtors have used 

reasonable efforts to locate and identify guarantees and other secondary liability claims 

(collectively, “Guarantees”) in each of their executory contracts, unexpired leases, secured 

financings, debt instruments, and other such agreements. Where such Guarantees have been 

identified, they have been included in the relevant Schedule H for the Debtor or Debtors affected 

by such Guarantees. However, certain Guarantees embedded in the Debtors’ executory contracts, 

unexpired leases, secured financings, debt instruments, and other such agreements may have been 

inadvertently omitted. Thus, the Debtors reserve all of their rights to amend the Schedules to the 

extent that additional Guarantees are identified.

17. Intellectual Property Rights. Exclusion of certain intellectual property shall not 

be construed to be an admission that such intellectual property rights have been abandoned, have 

been terminated, or otherwise have expired by their terms, or have been assigned or otherwise 

transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain 

intellectual property shall not be construed to be an admission that such intellectual property rights 

have not been abandoned, have not been terminated, or otherwise have not expired by their terms, 

or have not been assigned or otherwise transferred pursuant to a sale, acquisition, or other 

transaction. The Debtors have made every effort to attribute intellectual property to the rightful 

Debtor owner, however, in some instances, intellectual property owned by one Debtor may, in 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 8 of 55
8

fact, be owned by another. Accordingly, the Debtors reserve all of their rights with respect to the 

legal status of any and all intellectual property rights.

18. Executory Contracts. Although the debtors made diligent efforts to attribute an 

executory contract to its rightful Debtor, in certain instances, the Debtors may have inadvertently 

failed to do so. Accordingly, the Debtors reserve all of their rights with respect to the named 

parties of any and all executory contracts, including the right to amend Schedule G.

19. Liens. The inventories, property, and equipment listed in the Statements and 

Schedules are presented without consideration of any asserted mechanics’, materialmen, or similar 

liens that may attach (or have attached) to such inventories, property, and equipment.

20. Estimates. To prepare and file the Schedules as close to the Petition Date as 

possible, management was required to make certain estimates and assumptions that affected the 

reported amounts of these assets and liabilities. The Debtors reserve all rights to amend the 

reported amounts of assets and liability to reflect changes in those estimates or assumptions.

21. Fiscal Year. Effective July 13, 2017, the Debtors’ predecessors in interest elected 

to change their fiscal year to begin and end on the Saturday closest to the end of January. The 

Debtors’ Fiscal Year 2017 was only for the period beginning September 29, 2017, the date they 

came into existence and emerged from their predecessors’ chapter 11 cases, and ending 

February 3, 2018. The Debtors’ Fiscal Year 2018 was for the 12-month period beginning 

February 4, 2018 and ending February 2, 2019. 

22. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.

23. Property and Equipment. Unless otherwise indicated, owned property and 

equipment are stated at net book value. The Debtors may lease furniture, fixtures, and equipment 

from certain third party lessors. Any such leases are set forth in the Schedules and Statements. 

Nothing in the Schedules and Statements is or shall be construed as an admission as to the 

determination as to the legal status of any lease (including whether any lease is a true lease or a 

financing arrangement), and the Debtors reserve all of their rights with respect to same.

24. Inventory. Merchandise inventories are recorded at cost, determined on a 

weighted-average basis. The Debtors record an inventory shrink adjustment based upon physical 

counts and also provide for estimated shrink adjustments for the period between the last physical 

inventory count and each balance sheet date. The inventory shrink estimate can be affected by 

changes in merchandise mix and changes in actual shrink trends. 

25. Claims of Third-Party Related Entities. While the Debtors have made every 

effort to properly classify each claim listed in the Schedules as being either disputed or undisputed, 

liquidated or unliquidated, and contingent or noncontingent, the Debtors have not been able to 

fully reconcile all payments made to certain third parties and their related entities on account of 

the Debtors’ obligations to same. Therefore, to the extent that the Debtors have classified their 

estimate of claims of a creditor as disputed, all claims of such creditor’s affiliates listed in the 

Schedules and Statements shall similarly be considered as disputed, whether or not they are 

designated as such.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 9 of 55
9

26. Interest in Subsidiaries and Affiliates. Debtor Gymboree Holding Corporation 

is a holding company with Debtor Gymboree Intermediate Corporation being a wholly-owned 

direct subsidiary. In turn, Gymboree Group, Inc. is a wholly-owned direct subsidiary of Gymboree 

Intermediate Corporation. With the exception of Gym-Card, LLC, which is the wholly-owned 

direct subsidiary of Gymboree Retail Stores, LLC, each of the other seven Debtors are whollyowned direct subsidiaries of Gymboree Group, Inc. Each Debtor’s Schedule A/B15 or 

Statement 25 contains a listing of the current capital structure of the Debtors and includes 

ownership interests.

27. Umbrella or Master Agreements. Contracts listed in the Schedules and 

Statements may be umbrella or master agreements that cover relationships with some or all of the 

Debtors. Where relevant, such agreements have been listed in the Schedules and Statements only 

of the Debtor that signed the original umbrella or master agreement.

28. Credits and Adjustments. The claims of individual creditors for, among other 

things, goods, products, services, or taxes are listed as the amounts entered on the Debtors’ books 

and records and may not reflect credits, allowances, or other adjustments due from such creditors 

to the Debtors. The Debtors reserve all of their rights with regard to such credits, allowances, and 

other adjustments, including the right to assert claims objections and/or setoffs with respect to the 

same.

29. Setoffs. The Debtors incur certain setoffs and other similar rights during the 

ordinary course of business. Offsets in the ordinary course can result from various items, 

including, without limitation, intercompany transactions, pricing discrepancies, returns, 

warranties, and other disputes between the Debtors and their suppliers. These offsets and other 

similar rights are consistent with the ordinary course of business in the Debtors’ industry and are 

not tracked separately. Therefore, although such offsets and other similar rights may have been 

accounted for when certain amounts were included in the Schedules, offsets are not independently 

accounted for, and as such, are excluded from the Schedules.

30. Insiders. For purposes of the Schedules and Statements, the Debtors define 

“insiders” to include the following: (a) directors; (b) officers; (c) shareholders holding in excess 

of 20% of the voting shares of one of the Debtor entities (whether directly or indirectly); 

(d) relatives of directors, officers or shareholders of the Debtors (to the extent known by the 

Debtors); and (e) Debtor/non-Debtor affiliates.

Persons listed as “insiders” have been included for informational purposes only. The 

Debtors do not take any position with respect to: (a) such person’s influence over the control of 

the Debtors; (b) the management responsibilities or functions of such individual; (c) the decision

making or corporate authority of such individual; or (d) whether such individual could successfully 

argue that he or she is not an “insider” under applicable law, including the federal securities laws, 

or with respect to any theories of liability or for any other purpose.

31. Controlling Shareholders. For purposes of the Schedules and Statements, the 

Debtors define “controlling shareholders” to include entities that directly hold in excess of 20% of 

the voting shares of the applicable Debtor entity. Entities listed as “controlling shareholders” have 

been included for informational purposes only. The Debtors do not take any position with respect 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 10 of 55
10

to such entity’s influence over the control of the Debtors or whether such entity could successfully 

argue that it is not a “controlling shareholder” under applicable law, including the federal securities 

laws, or with respect to any theories of liability or for any other purpose.

32. Payments. The financial affairs and business of the Debtors are complex. Prior to 

the Petition Date, the Debtors maintained a cash management and disbursement system in the 

ordinary course of their businesses (the “Cash Management System”) (as described in the Cash 

Management Motion). Although efforts have been made to attribute open payable amounts to the 

correct legal entity, the Debtors reserve the right to modify or amend their Schedules and 

Statements to attribute such payment to a different legal entity, if appropriate.

33. Totals. All totals that are included in the Schedules and Statements represent totals 

of all the known amounts included in the Schedules and Statements. To the extent there are 

unknown or undetermined amounts, the actual total may be different than the listed total. The 

description of an amount as “unknown” or “undetermined” is not intended to reflect upon the 

materiality of such amount. To the extent a Debtor is a guarantor of debt held by another Debtor, 

the amounts reflected in these Schedules are inclusive of each Debtor’s guarantor obligations.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 11 of 55
11

General Notes Regarding Schedule A/B

The Debtors transfer funds among Debtors and non-debtor entities in the ordinary course of 

business as trade. Intercompany transfers are not reported by the Debtors as accounts receivable, 

so do not appear in Schedules A/B. Any intercompany debts are recorded on Schedules E/F.

Specific Notes Regarding Schedule A/B

1. Schedule A/B-6 – Deposits and Prepayments. Deposit amounts are as of the 

Petition Date and do not reflect any modifications made by the Debtors after the Petition Date or 

any applications made by certain utilities after the Petition Date to pay for services provided by 

them before the Petition Date.

2. Schedule A/B-8 –Prepayments, including prepayments on executory contracts, 

leases, insurance, taxes, and rent. The Debtors have categorized their various prepayments by 

type, and have employed the catch-all category titled “Prepaid Other” for any prepayments that do 

not fit neatly under any other category. The types of prepayments categorized as “Prepaid Other” 

include certain advances made under service agreements and professional fees.

3. Schedule A/B-15 – Stock and interests in incorporated and unincorporated 

businesses. See Schedule Exhibit A/B-15 for additional businesses the Debtor was a parent of or 

owned a significant interest in.

4. Schedule A/B-21 – Inventory, excluding agricultural assets. With respect to 

inventory obsolescence reserves, the Company reserves 25% for any merchandise older than one 

year. Furthermore, a lower cost of market reserve is calculated based on GAAP.

5. Schedules A/B-39, -40, -41, -43, -44, and -50 – Office and Business Equipment. 

Certain of the Debtors’ office and business equipment, fixtures, machinery, furnishings, and 

supplies are not capitalized based on its accounting policies and procedures. The Debtors generally 

capitalize an asset if it has a life of more than 1 year and if it meets a certain dollar threshold in 

accordance with the Debtors’ accounting policy. There may be certain assets that are not 

capitalized because they did not meet the Debtors’ capitalization policy. Those assets that are not 

capitalized are not listed herein. 

6. Schedule A/B-55 – Real property. For financial reporting purposes, the Debtors’ 

interest in the lease entered into with respect to the Debtors’ distribution center located in Dixon, 

California is accounted for as a failed sale-leaseback. Accordingly, despite the fact that Gymboree 

Manufacturing, Inc. is not named on the lease, a portion of the value of the Debtors’ interest in this 

real property is reflected on the Schedules and Statements of other Debtors.

7. Schedule A/B-63 – Customer lists, mailing lists, or other compilations. The Debtor 

operates three retail store locations in Puerto Rico. The Schedule includes the value allocated to 

the customer list associated with each store. 

8. Schedule A/B-65 – Goodwill. The Debtors implemented a series of organizational 

changes as part of the plan of reorganization confirmed during the Prior Cases, and in connection 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 12 of 55
12

therewith the Debtors undertook a fair valuation of their assets and liabilities that resulted in the 

creation of goodwill accounts for many of the Debtors upon their emergence from the Prior Cases. 

9. Schedule A/B-72 – Tax refunds and unused net operating losses (NOLs). The 

Debtors’ Schedule A/B may include certain tax refunds and unused state net operating losses 

(“NOLs”) as set forth therein that have accrued and are available to offset future tax liabilities in 

certain circumstances. Schedule A/B reflects the balance of the amount of a Debtor’s NOLs as of 

February 3, 2018, and does not reflect any NOLs that such Debtor may accrue in the future, 

including for the fiscal year ended February 2, 2019.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 13 of 55
13

Specific Notes Regarding Schedule D

Except as otherwise agreed pursuant to a stipulation or agreed order or general order 

entered by the Court, the Debtors reserve their rights to dispute or challenge validity, perfection, 

or immunity from avoidance of any lien purported to be granted or perfected in any specific asset 

to a secured creditor listed on Schedule D of any Debtor. Moreover, although the Debtors may 

have scheduled claims of various creditors as secured claims, the Debtors reserve all rights to 

dispute or challenge the secured nature of any such creditor’s claim or the characterization of the 

structure of any such transaction or any document or instrument (including, without limitation, any 

intercompany agreement) related to such creditor’s claim. Further, while the Debtors have 

included the results of Uniform Commercial Code searches, the listing of such results is not nor 

shall it be deemed an admission as to the validity of any such lien. Conversely, the Debtors made 

reasonable, good faith efforts to include all liens on Schedule D, but may have inadvertently 

omitted to include an existing lien because of, among other things, the possibility that a lien may 

have been imposed after the Uniform Commercial Code searches were performed or a vendor may 

not have filed the requisite perfection documentation. Moreover, the Debtors have not included on 

Schedule D parties that may believe their Claims are secured through setoff rights or inchoate 

statutory lien rights. Although there are multiple parties that may hold a portion of, or a beneficial 

interest in, the debt included in the Debtors’ prepetition secured credit facility and secured loan, 

only the administrative agents have been listed for purposes of Schedule D. The amounts listed as

outstanding under the Debtors’ prepetition loan facilities reflect approximate amounts as of the 

Petition Date.

In certain instances, a Debtor may be a co-obligor, co-mortgagor, or guarantor with respect 

to scheduled claims of other Debtors, and no claim set forth on Schedule D of any Debtor is 

intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other 

entities. The descriptions provided in Schedule D are intended only as a summary. Reference to 

the applicable loan agreements and related documents is necessary for a complete description of 

the collateral and the nature, extent, and priority of any liens. Nothing in the Global Notes or the 

Schedules and Statements shall be deemed a modification or interpretation of the terms of such 

agreements.

Detailed descriptions of the Debtors’ prepetition debt structure and descriptions of 

collateral relating to the debt contained on Schedule D are contained in the Declaration of Stephen 

Coulombe, Chief Restructuring Officer of Gymboree Group, Inc., in Support of Chapter 11 

Petitions and First Day Motions [Docket No. 11].

In Schedule D, the Debtors’ prepetition loans are listed at their full principal amount plus 

accrued interest as of the Petition Date. Schedule E/F does not include a potential deficiency claim 

that may result from a partial recovery.

Although the Debtors in these cases are distinct from the debtors in the Prior Cases, the 

Debtors have attempted to include all creditors from the Prior Cases in the Schedules and 

Statements of the Debtors. Accordingly, the Debtors have listed and carried forward any claims 

that would have been included in the Schedule of a debtor from the Prior Cases in the Schedule of 

the applicable Debtor in these cases. 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 14 of 55
14

Specific Notes Regarding Schedule E/F

1. Creditors Holding Priority Unsecured Claims. The listing of any claim on Schedule 

E/F does not constitute an admission by the Debtors that such claim is entitled to priority treatment 

under section 507 of the Bankruptcy Code. The Debtors reserve all of their rights to dispute the 

amount and/or the priority status of any claim on any basis at any time.

Schedule E/F for certain Debtors includes claims of former employees, including claims for 

accrued and unpaid flexible time off. As reflected in the Debtors’ Schedule E/F, the Debtors are 

not able to determine the portion of claims for flexible time off owed to former employees that is 

entitled to priority treatment under section 507 of the Bankruptcy Code. 

Certain of the claims listed on the Debtors’ Schedule E/F are claims owing to various governmental 

and taxing authorities to which the Debtors may potentially be liable. However, certain of such 

claims may be subject to on-going audits and the Debtors are otherwise unable to determine with 

certainty the amount of many, if not all, of the remaining claims listed on Schedule E/F. Therefore, 

the Debtors have listed all such claims as unknown in amount, pending final resolution of on-going 

audits or other outstanding issues.

2. Creditors Holding Nonpriority Unsecured Claims. The Debtors have used their

reasonable best efforts to list all general unsecured claims against the Debtors on Schedule E/F

based upon the Debtors’ existing books and records.

Schedule E/F does not include certain deferred credits, deferred charges, deferred liabilities, 

accruals, or general reserves. Such amounts are general estimates of liabilities and do not represent 

specific claims as of the Petition Date; however, such amounts are reflected on the Debtors’ books 

and records as required in accordance with GAAP. Such accruals are general estimates of liabilities 

and do not represent specific claims as of the Petition Date. Schedule E/F does not include certain 

reserves for potential unliquidated contingencies that historically were carried on the Debtors’ 

books as of the Petition Date; such reserves were for potential liabilities only and do not represent 

actual liabilities as of the Petition Date.

The claims listed in Schedule E/F arose or were incurred on various dates. In certain instances, the 

date on which a claim arose is an open issue of fact. Determining the date upon which each claim 

in Schedule E/F was incurred or arose would be unduly burdensome and cost prohibitive and, 

therefore, the Debtors do not list a date for each claim listed on Schedule E/F. Schedule E/F 

contains information regarding potential and pending litigation involving the Debtors. In certain 

instances, the Debtor that is the subject of the litigation is unclear or undetermined. To the extent 

that litigation involving a particular Debtor has been identified, however, such information is 

contained in the Schedule for that Debtor.

Schedule E/F reflects the prepetition amounts owing to counterparties to executory contracts and 

unexpired leases. Such prepetition amounts, however, may be paid in connection with the 

assumption, or assumption and assignment, of an executory contract or unexpired lease.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 15 of 55
15

In addition, Schedule E/F does not include rejection damage claims of the counterparties to the

executory contracts and unexpired leases that have been or may be rejected, to the extent such

damage claims exist.

Except in certain limited circumstances, the Debtors have not scheduled contingent and 

unliquidated liabilities related to guaranty obligations on Schedule E/F. Such guaranties are, 

instead, listed on Schedule H.

The claims of individual creditors for, among other things, goods, services, or taxes listed on the 

Debtors’ books and records may not reflect credits or allowances due from such creditors.

The Debtors reserve all of their rights in respect of such credits or allowances. The dollar amounts

listed may be exclusive of contingent or unliquidated amounts.

Unless the Debtors were required to pay ancillary costs, such as freight, miscellaneous fees and 

taxes, such costs are not included in the liabilities scheduled, as such amounts do not represent

actual liabilities of the Debtor.

3. Schedule – Intercompany. The Debtors maintain business relationships among each 

other and with their foreign subsidiary based in Canada (the “Foreign Subsidiary”) resulting in 

intercompany receivables and payables in the ordinary course of business. Such Intercompany 

Claims arise (a) among the Debtors and (b) between the Debtors and the Foreign Subsidiary 

pursuant to prepetition shared services and intercompany trade arrangements, and other 

intercompany arrangements. The respective intercompany accounts payable and accounts 

receivable are listed at the net amount due to/due from the Debtor as of January 15, 2019 on 

Schedule E/F for each Debtor. Intercompany liabilities listed on the Schedules do not reflect any

entries made during the fiscal year close period that relate to charges incurred before the Petition 

Date.

4. Schedule – Merchant Trade Payables. The Merchant Trade Payables listed on 

Schedule E/F contain the pre-petition liability information available to the Debtors as of the date 

of filing and do not include invoices that were paid subsequent to the Petition Date related to 

prepetition obligations per the Final Order (I) Authorizing the Debtors to Pay Certain Prepetition 

Claims of Critical Services Providers and (II) Granting Related Relief (the “Critical Services 

Providers Order”) [Docket No. 379].

Furthermore, as part of the relief granted in Critical Services Providers Order, the Debtors will 

continue to make payments towards outstanding prepetition obligations to certain service 

providers, and the amounts scheduled are subject to change as future payments are made towards 

the underlying obligations.

5. Schedule –Other Trade Payables. The Other Trade Payables listed on Schedule E/F 

contain the pre-petition liability information available to the Debtors as of the date of filing and do 

not include invoices that were paid subsequent to the Petition Date related to prepetition 

obligations per the: Final Order (I) Authorizing the Debtors to Pay Certain Prepetition Claims of 

Critical Services Providers and (II) Granting Related Relief (the “Critical Services Providers 

Order”) [Docket No. 379] and Final Order (I) Authorizing the Debtors to Pay Prepetition Claims 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 16 of 55
16

of Shippers, Warehousemen and Contractors and Import/Export Charges, and (II) Granting 

Related Relief [Docket No. 380]. 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 17 of 55
17

Specific Notes Regarding Schedule G

1. Executory Contracts. While the Debtors’ existing books, records, and financial 

systems have been relied upon to identify and schedule executory contracts at each of the Debtors, 

and although commercially reasonable efforts have been made to ensure the accuracy of 

Schedule G, inadvertent errors, omissions, or over inclusions may have occurred. The Debtors do 

not make, and specifically disclaim, any representation or warranty as to the completeness or 

accuracy of the information set forth on Schedule G. The Debtors hereby reserve all of their rights 

to dispute the validity, status, or enforceability of any contract, agreement, or lease set forth in 

Schedule G and to amend or supplement Schedule G as necessary. The contracts, agreements, and 

leases listed on Schedule G may have expired or may have been modified, amended, or 

supplemented from time to time by various amendments, restatements, waivers, estoppel 

certificates, letters, memoranda, and other documents, instruments, and agreements that may not 

be listed therein despite the Debtors’ use of reasonable efforts to identify such documents. Further, 

unless otherwise specified on Schedule G, each executory contract or unexpired lease listed 

thereon shall include all exhibits, schedules, riders, modifications, declarations, amendments, 

supplements, attachments, restatements, or other agreements made directly or indirectly by any 

agreement, instrument, or other document that in any manner affects such executory contract or 

unexpired lease, without respect to whether such agreement, instrument or other document is listed 

thereon.

In some cases, the same supplier or provider may appear multiple times on Schedule G. 

This multiple listing, if applicable, is intended to reflect distinct agreements between the applicable 

Debtor and such supplier or provider.

In the ordinary course of business, the Debtors may have issued numerous purchase orders 

for supplies, product, and related items which, to the extent that such purchase orders constitute 

executory contracts, are not listed individually on Schedule G. To the extent that goods were 

delivered under purchase orders prior to the Petition Date, vendors’ claims with respect to such 

delivered goods are included on Schedule E/F.

As a general matter, certain of the Debtors’ executory contracts and unexpired leases could 

be included in more than one category. In those instances, one category has been chosen to avoid 

duplication. Further, the designation of a category is not meant to be wholly inclusive or 

descriptive of the entirety of the rights or obligations represented by such contract.

Certain of the executory contracts and unexpired leases listed on Schedule G may contain 

certain renewal options, guarantees of payment, options to purchase, rights of first refusal, right to 

lease additional space, and other miscellaneous rights. Such rights, powers, duties, and obligations 

are not set forth separately on Schedule G. In addition, the Debtors may have entered into various 

other types of agreements in the ordinary course of their business, such as easements, rights of 

way, subordination, nondisturbance, and atonement agreements, supplemental agreements, 

amendments/letter agreements, title agreements, and confidentiality agreements. Such documents 

also are not set forth in Schedule G.

The Debtors hereby reserve all of their rights, claims, and causes of action with respect to 

the contracts and agreements listed on Schedule G, including the right to dispute or challenge the 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 18 of 55
18

characterization or the structure of any transaction, document, or instrument related to a creditor’s 

claim, to dispute the validity, status, or enforceability of any contract, agreement, or lease set forth 

in Schedule G, and to amend or supplement Schedule G as necessary. Inclusion of any agreement 

on Schedule G does not constitute an admission that such agreement is an executory contract or 

unexpired lease and the Debtors reserve all rights in that regard, including, without limitation, that 

any agreement is not executory, has expired pursuant to its terms, or was terminated prepetition.

In addition, certain of the agreements listed on Schedule G may be in the nature of 

conditional sales agreements or secured financings. The presence of a contract or agreement on 

Schedule G does not constitute an admission that such contract or agreement is an executory 

contract or unexpired lease. Certain of the contracts, agreements, and leases listed on Schedule G 

may have been entered into by more than one of the Debtors. Further, the specific Debtor obligor 

to certain of the executory contracts or unexpired leases could not be specifically ascertained in 

every circumstance. In such cases, the Debtors used their best efforts to determine the correct 

Debtor’s Schedule G on which to list such executory contract or unexpired lease.

In the ordinary course of business, the Debtors have entered into numerous contracts or 

agreements, both written and oral, regarding the provision of certain services on a month to month 

basis. To the extent such contracts or agreements constitute executory contracts, these contracts 

and agreements are not listed individually on Schedule G.

Certain of the executory contracts may not have been memorialized and could be subject 

to dispute; executory agreements that are oral in nature have not been included in Schedule G.

In the ordinary course of business, the Debtors may have entered into confidentiality 

agreements which, to the extent that such confidentiality agreements constitute executory 

contracts, are not listed individually on Schedule G.

Certain of the executory contracts and unexpired leases listed in Schedule G were assigned 

to, assumed by, or otherwise transferred to certain of the Debtors in connection with, among other 

things, acquisitions by the Debtors.

The Debtors generally have not included on Schedule G any insurance policies, the 

premiums for which have been prepaid. The Debtors submit that prepaid insurance policies are 

not executory contracts pursuant to section 365 of the Bankruptcy Code because no further 

payment or other material performance is required by the Debtors. Nonetheless, the Debtors 

recognize that in order to enjoy the benefits of continued coverage for certain claims under these 

policies, the Debtors may have to comply with certain non-monetary obligations, such as the 

provision of notice of claims and cooperation with insurers. In the event that the Bankruptcy Court 

were to ever determine that any such prepaid insurance policies are executory contracts, the 

Debtors reserve all of their rights to amend Schedule G to include such policies, as appropriate. 

In addition, Schedule G does not include rejection damage claims of the counterparties to 

the executory contracts and unexpired leases that have been or may be rejected, to the extent such 

damage claims exist.

Omission of a contract or agreement from Schedule G does not constitute an admission 

that such omitted contract or agreement is not an executory contract or unexpired lease. The 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 19 of 55
19

Debtors’ rights under the Bankruptcy Code with respect to any such omitted contracts or 

agreements are not impaired by the omission.

Certain of the agreements listed on Schedule G may have been entered into by or on behalf 

of more than one of the Debtors. Additionally, the specific Debtor obligor(s) to certain of the 

agreements could not be specifically ascertained in every circumstance. In such cases, the Debtors 

have made reasonable efforts to identify the correct Debtors’ Schedule G on which to list the 

agreement and, where a contract party remained uncertain, such agreements may have been listed 

on a different Debtor’s Schedule G.

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 20 of 55
20

Specific Notes Regarding Schedule H

Co-Debtors. In the ordinary course of their business, the Debtors pay certain expenses on behalf 

of their subsidiaries. The Debtors may not have identified certain guarantees that are embedded in 

the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments, and other 

agreements. Further, certain of the guarantees reflected on Schedule H may have expired or may 

no longer be enforceable. Thus, the Debtors reserve their rights to amend Schedule H to the extent 

that additional guarantees are identified or such guarantees are discovered to have expired or 

become unenforceable.

In the ordinary course of their business, the Debtors may be involved in pending or threatened 

litigation and claims arising out of certain ordinary course of business transactions.

These matters may involve multiple plaintiffs and defendants, some or all of whom may assert

cross-claims and counter-claims against other parties. Because such claims are contingent, 

disputed, and/or unliquidated, such claims have not been set forth individually on Schedule H.

However, some such claims may be listed elsewhere in the Schedules and Statements. 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 21 of 55
21

General Notes Regarding Statements of Financial Affairs

1. SOFA Part 1, Questions 1 and 2 - Gross Revenue from Business and Non-Business 

Revenue. The Debtors’ Fiscal Year 2017 was for the 4-month period beginning September 29, 

2017 and ending February 3, 2018. The Debtors’ current fiscal year is for the 12-month period 

ending February 2, 2019.

The Debtors report revenue on a cash basis for the period beginning September 2017, when the 

Debtors reorganized and established their current entity structure. Please refer to the SOFA Part 

1, Question 1 from the Statements filed in the Prior Cases for revenue detail prior to September 

2017.

2. SOFA Part 2, Question 3 – Payments or transfers made to creditors within 90 days 

preceding commencement of this case. All disbursements are reported on a cash basis. 

Vendor names are unavailable for payments to “LF Centennial PTE Ltd as Agent.”

3. SOFA Part 3, Question 7 – Legal actions, administrative proceedings, etc. to which 

the debtor is or was a party within one year of commencement of this case. An action may have 

been commenced against multiple Debtors. Only the Debtor named in a given case title is the 

Debtor for which such case is listed. 

Any action commenced by or against The Gymboree Corporation has been assumed to be pending 

in the name of Debtor Gymboree Group, Inc., and any action commenced by or against Gymboree 

Retail Stores, Inc. has been assumed to be pending in the name of Debtor Gymboree Retail Stores, 

LLC.

4. SOFA Part 6, Question 13 – Property transferred outside ordinary course of 

business within 2 years preceding commencement of this case. On July 15, 2016, the Debtors’ 

predecessors in interest consummated a transaction (the “Play & Music Transaction”) to sell all 

the equity of affiliate Gymboree Play Programs, Inc. (“GPPI”), together with assignments and 

licenses to certain intellectual property used in connection with the Gymboree Play & Music 

business, to Zeavion, a Singapore-based investment group. Upon closing the Play & Music 

Transaction, Zeavion acquired the entire Gymboree Play & Music enterprise, including its central 

operations and centers in North America. 

As part of the plan of reorganization confirmed in the Prior Cases that became effective in 

September 2017, Debtor Gymboree Group, Inc. purchased substantially all of the assets of The

Gymboree Corporation, including its subsidiaries. Please refer to the organization documents and 

asset purchase agreement filed in connection with such plan in the Prior Cases for additional details 

regarding this transaction.

5. SOFA Part 13, Question 17 – This does not include any welfare benefit or severance 

plan subject to ERISA, and includes only tax-qualified plans subject to ERISA. 

6. SOFA Part 10, Question 20 – Off-premises storage, used within 1 year preceding 

commencement of this case. As of the Petition Date, approximately 140 shipping containers of the 

Debtors’ merchandise were being held by United States Customs and Border Protection due to 

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 22 of 55
22

certain vendors not submitting or providing the agency with appropriate paperwork. The Debtors 

expect that the vast majority, if not all, of such containers have been released since the Petition 

Date.

7. SOFA Part 13, Question 25 – Other businesses in which the Debtor has or has had 

an interest. The Debtors reorganized pursuant to a chapter 11 plan of reorganization that became 

effective in the Prior Cases in September 2017. Please refer to the SOFAs filed in connection with 

the Prior Cases for a more detailed history of interest by entity. 

8. SOFA Part 13, Question 26a – Bookkeepers and accountants used within 2 years 

of commencement of this case. Deloitte LLP performed certain services for the Debtors in fiscal 

year 2018, but was not officially engaged at the time such services were rendered.

9. SOFA Part 13, Question 26d – Creditors and other parties to whom a financial 

statement was issued within 2 years preceding commencement of this case. The Debtors routinely 

provide financial statements to banks, customers, suppliers, tax authorities, landlords, factors, 

potential investors, and other financial institutions in the ordinary course, as well as in association 

with its debt restructuring efforts.

10. SOFA Part 13, Question 27 – Inventories, supervisor and dates of last two 

inventories. The Debtor’s distribution center located in Dixon, California is subject to regular 

inventory counts. The cost value of inventory at any given time at the distribution center is not 

reported and virtually impossible to determine given the change in cost value of inventory in recent 

months.

11. SOFA Part 13, Question 28 – Current Officers, Directors, Managing Members, 

Controlling Shareholders, etc. The Debtors’ officers and directors do not currently hold any shares

in the Debtors, but the company has a management incentive plan.

12. SOFA Part 13, Question 30 – Payments, distributions, or withdrawals credited to 

an insider within 1 year preceding commencement of this case. Payments listed in these 

Statements exclude any health and dental benefits provided, and any employer taxes paid, by the 

Debtors.

13. SOFA Part 13, Question 31 – Tax Consolidation Group, parent corporation of any 

tax consolidation group of which debtor has been a member during the 6 years preceding 

commencement of this case. In certain states, the Debtors may also file group returns in which 

certain entities are named rather than Gymboree Holding Corp, according to state laws (for 

example, “Gymboree Retail Stores, LLC, et al.”).

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 23 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206Sum

Summary of Assets and Liabilities for Non-Individuals 12/15

Part 1: Summary of Assets

1. Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

1a. Real property:

 Copy line 88 from Schedule A/B............................................................................................................................. $ 147,030.03

1b. Total personal property:

 Copy line 91A from Schedule A/B......................................................................................................................... $ 107,439,559.26

1c. Total of all property:

 Copy line 92 from Schedule A/B........................................................................................................................... $ 107,586,589.29

Part 2: Summary of Liabilities

2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... $ 173,639,096.00

3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

3a. Total claim amounts of priority unsecured claims:

 Copy the total claims from Part 1 from line 5a of Schedule E/F.......................................................................... $ 3,034,056.00

3b. Total amount of claims of nonpriority amount of unsecured claims:

 Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F................................................ +$ 668,555,588.09

4. Total liabilities .......................................................................................................................................................

Lines 2 + 3a + 3b $ 845,228,740.09

Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals page 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 24 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206A/B

Schedule A/B: Assets - Real and Personal Property 12/15

Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest.

Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties

which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts

or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).

Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write

the debtor’s name and case number (if known). Also identify the form and line number to which the additional information applies. If an

additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.

For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset

schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the

debtor’s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Part 1: Cash and cash equivalents

1. Does the debtor have any cash or cash equivalents?

 No. Go to Part 2.

 Yes Fill in the information below.

All cash or cash equivalents owned or controlled by the debtor Current value of

debtor's interest

3. Checking, savings, money market, or financial brokerage accounts (Identify all)

Name of institution (bank or brokerage firm) Type of account Last 4 digits of account

number

3.1. BANK OF AMERICA, N.A.

CONCENTRATION

ACCOUNT 1466 $0.00

4. Other cash equivalents (Identify all)

5. Total of Part 1. $0.00

Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

Part 2: Deposits and Prepayments

6. Does the debtor have any deposits or prepayments?

 No. Go to Part 3.

 Yes Fill in the information below.

7. Deposits, including security deposits and utility deposits

Description, including name of holder of deposit

8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent

Description, including name of holder of prepayment

8.1. PREPAID INVENTORY $147,443.65

8.2. PREPAID IT MAINTENANCE $153,978.25

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 25 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

8.3. PREPAID OTHER $31,647.39

8.4. PREPAID ROYALTY $0.00

9. Total of Part 2. $333,069.29

Add lines 7 through 8. Copy the total to line 81.

Part 3: Accounts receivable

10. Does the debtor have any accounts receivable?

 No. Go to Part 4.

 Yes Fill in the information below.

11. Accounts receivable

11a. 90 days old or less: 1,658,628.92 - 78,541.90 = .... $1,580,087.02

face amount doubtful or uncollectible accounts

11b. Over 90 days old: 9,229.17 - 8,745.04 =.... $484.13

face amount doubtful or uncollectible accounts

12. Total of Part 3. $1,580,571.15

Current value on lines 11a + 11b = line 12. Copy the total to line 82.

Part 4: Investments

13. Does the debtor own any investments?

 No. Go to Part 5.

 Yes Fill in the information below.

Part 5: Inventory, excluding agriculture assets

18. Does the debtor own any inventory (excluding agriculture assets)?

 No. Go to Part 6.

 Yes Fill in the information below.

General description Date of the last

physical inventory

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

19. Raw materials

20. Work in progress

21. Finished goods, including goods held for resale

22. Other inventory or supplies

See Attached Schedule

A/B: Part 5, Questions

19-26 $0.00 $97,398,080.00

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 2

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 26 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

23. Total of Part 5. $97,398,080.00

Add lines 19 through 22. Copy the total to line 84.

24. Is any of the property listed in Part 5 perishable?

 No

 Yes

25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?

 No

 Yes. Book value 0 Valuation method Cost Current Value 6,686,081.00

26. Has any of the property listed in Part 5 been appraised by a professional within the last year?

 No

 Yes

Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)

27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?

 No. Go to Part 7.

 Yes Fill in the information below.

Part 7: Office furniture, fixtures, and equipment; and collectibles

38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?

 No. Go to Part 8.

 Yes Fill in the information below.

General description Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

39. Office furniture

Office furniture & fixtures, office equipment,

computer hardware & software, & leasehold

improvements. $2,851,002.80 NBV $2,851,002.80

40. Office fixtures

41. Office equipment, including all computer equipment and

communication systems equipment and software

42. Collectibles Examples: Antiques and figurines; paintings, prints, or other artwork;

books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card

collections; other collections, memorabilia, or collectibles

43. Total of Part 7. $2,851,002.80

Add lines 39 through 42. Copy the total to line 86.

44. Is a depreciation schedule available for any of the property listed in Part 7?

 No

 Yes

45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

 No

 Yes

Part 8: Machinery, equipment, and vehicles

46. Does the debtor own or lease any machinery, equipment, or vehicles?

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 3

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 27 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

 No. Go to Part 9.

 Yes Fill in the information below.

General description

Include year, make, model, and identification numbers

(i.e., VIN, HIN, or N-number)

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles

47.1. Material handling & other equipment,

and truck. $2,691,699.02 NBV $2,691,699.02

48. Watercraft, trailers, motors, and related accessories Examples: Boats, trailers, motors,

floating homes, personal watercraft, and fishing vessels

49. Aircraft and accessories

50. Other machinery, fixtures, and equipment (excluding farm

machinery and equipment)

51. Total of Part 8. $2,691,699.02

Add lines 47 through 50. Copy the total to line 87.

52. Is a depreciation schedule available for any of the property listed in Part 8?

 No

 Yes

53. Has any of the property listed in Part 8 been appraised by a professional within the last year?

 No

 Yes

Part 9: Real property

54. Does the debtor own or lease any real property?

 No. Go to Part 10.

 Yes Fill in the information below.

55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest

Description and location of

property

Include street address or other

description such as Assessor

Parcel Number (APN), and type

of property (for example,

acreage, factory, warehouse,

apartment or office building, if

available.

Nature and

extent of

debtor's interest

in property

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

55.1. Building

(Distribution Center +

Extension)

(Distribution

Center-2299 Kids

Way, Dixon, CA

95620)

Capitalized

Lease -

Building $147,030.03 NBV $147,030.03

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 4

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 28 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

56. Total of Part 9. $147,030.03

Add the current value on lines 55.1 through 55.6 and entries from any additional sheets.

Copy the total to line 88.

57. Is a depreciation schedule available for any of the property listed in Part 9?

 No

 Yes

58. Has any of the property listed in Part 9 been appraised by a professional within the last year?

 No

 Yes

Part 10: Intangibles and intellectual property

59. Does the debtor have any interests in intangibles or intellectual property?

 No. Go to Part 11.

 Yes Fill in the information below.

General description Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

60. Patents, copyrights, trademarks, and trade secrets

61. Internet domain names and websites

62. Licenses, franchises, and royalties

TX0005032347-TODDLER PLAY / GENERAL

EDITOR, WENDY S. MASI ; FOREWORD BY

ANTHONY D. PELLEGRINI. Unknown UNKNOWN Unknown

63. Customer lists, mailing lists, or other compilations

64. Other intangibles, or intellectual property

65. Goodwill

Goodwill $22,640,299.00 Income Approach $0.00

66. Total of Part 10. $0.00

Add lines 60 through 65. Copy the total to line 89.

67. Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C.§§ 101(41A) and 107?

 No

 Yes

68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?

 No

 Yes

69. Has any of the property listed in Part 10 been appraised by a professional within the last year?

 No

 Yes

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Include all interests in executory contracts and unexpired leases not previously reported on this form.

 No. Go to Part 12.

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 5

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 29 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

 Yes Fill in the information below.

Current value of

debtor's interest

71. Notes receivable

Description (include name of obligor)

72. Tax refunds and unused net operating losses (NOLs)

Description (for example, federal, state, local)

UNUSED NOL - CA Tax year 2018 $2,585,137.00

73. Interests in insurance policies or annuities

74. Causes of action against third parties (whether or not a lawsuit

has been filed)

75. Other contingent and unliquidated claims or causes of action of

every nature, including counterclaims of the debtor and rights to

set off claims

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed Examples: Season tickets,

country club membership

78. Total of Part 11. $2,585,137.00

Add lines 71 through 77. Copy the total to line 90.

79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

 No

 Yes

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 6

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 30 of 55
Debtor Gymboree Manufacturing, Inc. Case number (If known) 19-30256

Name

Part 12: Summary

In Part 12 copy all of the totals from the earlier parts of the form

Type of property Current value of

personal property

Current value of real

property

80. Cash, cash equivalents, and financial assets.

Copy line 5, Part 1 $0.00

81. Deposits and prepayments. Copy line 9, Part 2. $333,069.29

82. Accounts receivable. Copy line 12, Part 3. $1,580,571.15

83. Investments. Copy line 17, Part 4. $0.00

84. Inventory. Copy line 23, Part 5. $97,398,080.00

85. Farming and fishing-related assets. Copy line 33, Part 6. $0.00

86. Office furniture, fixtures, and equipment; and collectibles.

Copy line 43, Part 7. $2,851,002.80

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $2,691,699.02

88. Real property. Copy line 56, Part 9.........................................................................................> $147,030.03

89. Intangibles and intellectual property. Copy line 66, Part 10. $0.00

90. All other assets. Copy line 78, Part 11. + $2,585,137.00

91. Total. Add lines 80 through 90 for each column $107,439,559.26 + 91b. $147,030.03

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $107,586,589.29

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 7

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 31 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule A/B: Part 5, Questions 19-26 - Inventory , excluding agricultural assets

General Description of Property (Raw Materials, Work in Progress, Finished Goods, Other Inventory 

or Supplies) Date of Last Physical Inventory

Net Book Value of Debtor's 

Interest

Valuation Method Used for Current 

Value

Current Value of 

Debtor's Interest

01058 - GYM WEB WAREHOUSE COST $24,973,751

04950 - MERCHANDISE COSTS COST $10,864,632

21058 - J&J WEB WAREHOUSE COST $8,711,709

24950 - J&J INVENTORY COST CENTER COST $5,335,311

74950 - OUTLET MERCHANDISE COSTS COST $3,027,007

75058 - GYM OUTLET WEB WAREHOUSE COST $1,441

84950 - CRAZY 8 MERCHANDISE COSTS COST $4,038,086

86058 - CRAZY 8 WEB WAREHOUSE COST $4,945,788

INVENTORY IN-TRANSIT COST $35,500,355

TOTAL: $97,398,080

1 of 1

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 32 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206D

Schedule D: Creditors Who Have Claims Secured by Property 12/15

Be as complete and accurate as possible.

1. Do any creditors have claims secured by debtor's property?

 No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.

 Yes. Fill in all of the information below.

Part 1: List Creditors Who Have Secured Claims

2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured

claim, list the creditor separately for each claim.

Column A

Amount of claim

Do not deduct the value

of collateral.

Column B

Value of collateral

that supports this

claim

2.1

See Attached Schedule D

Part 1 Describe debtor's property that is subject to a lien $173,639,096.00 Unknown

Creditor's Name

Creditor's mailing address Describe the lien

Is the creditor an insider or related party?

 No

Creditor's email address, if known  Yes

Is anyone else liable on this claim?

Date debt was incurred  No

 Yes. Fill out Schedule H: Codebtors (Official Form 206H)

Last 4 digits of account number

Do multiple creditors have an

interest in the same property?

As of the petition filing date, the claim is:

Check all that apply

 No  Contingent

 Unliquidated

 Disputed

 Yes. Specify each creditor,

including this creditor and its relative

priority.

3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.

$173,639,096

.00

Part 2: List Others to Be Notified for a Debt Already Listed in Part 1

List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies,

assignees of claims listed above, and attorneys for secured creditors.

If no others need to notified for the debts listed in Part 1, do not fill out or submit this page. If additional pages are needed, copy this page.

Name and address On which line in Part 1 did

you enter the related creditor?

Last 4 digits of

account number for

this entity

Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property page 1 of 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 33 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule D: Part 1 - Creditors Who Have Claims Secured by Property

Creditor Name Address

Last 4 Digits of 

Account Number

Insider or Related Party?CoDebtor

Date Debt was Incurred, Description of Debtor's 

Property Subject to the Lien and the Nature of Lien

ContingentUnliquidatedDisputed

Amount of Claim (Do not 

deduct the value of the 

collateral)

Value of Collateral 

that Supports this 

Claim

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 6052 N/A N/A

7/23/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY: TOPSONDOWNS OF CA, INC. X X X $196,281.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 7314 N/A N/A

10/11/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY: GENERAL SPORTWEAR X X X $40,688.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 3627-8 N/A N/A

10/31/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY: PEE EMPRO EXPORTS PVT LTD X X X $565,351.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 3627-8 N/A N/A

11/2/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY: CAPITAL SHOES FACTORY LTD. X X X $593,205.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 3627-8 N/A N/A

11/2/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY:MH CONCEPTS X X X $611,930.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 3627-8 N/A N/A

12/18/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY:AVIN INTERNATIONAL X X X $494,507.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 3627-8 N/A

12/27/18, PROPERTY DESCRIPTION: LETTER OF 

CREDIT

BENEFICIARY:PT. RICHTEX GARMINDO X X X $13,535.00 UNDETERMINED

BANK OF AMERICA, N.A. 

BANK OF AMERICA, N.A. ONE FLEET

WAY

SCRANTON, PA 18507-1999 

ATTN TRADE OPERATION DEPARTMENT 8769 N/A

10/30/18, PROPERTY DESCRIPTION: STANDBY 

LETTER OF CREDIT

LIEN DESCRIPTION BENEFICIARY: EXPEDITORS 

INTERNATIONAL X X X $1,000,000.00 UNDETERMINED

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT 

TO THE ABL REVOLVER

100 FEDERAL ST.

BOSTON, MA 02110

ATTN: C.J. CASSIDY 0026 N/A Yes

9/29/17, PROPERTY DESCRIPTION: ABL REVOLVER 

SECURED BY UCC LIEN $81,079,085.00 UNDETERMINED

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. 

(DALLAS, TEXAS), AS COLLATERAL AGENT

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.

2001 ROSS AVE, SUITE 2800

DALLAS, TX 75201 N/A Yes

9/29/17, PROPERTY DESCRPITION: TERM LOAN 

SECURED BY UCC LIEN $89,044,514.00 UNDETERMINED

TOTAL: $173,639,096.00

1 of 1

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 34 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims 12/15

Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims.

List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and

Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and

2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form.

Part 1: List All Creditors with PRIORITY Unsecured Claims

1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).

 No. Go to Part 2.

 Yes. Go to line 2.

2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors

with priority unsecured claims, fill out and attach the Additional Page of Part 1.

Total claim Priority amount

2.1

Priority creditor's name and mailing address As of the petition filing date, the claim is: $3,034,056.00

$3,034,056.

00

Attached Schedule E/F Part 1 Check all that apply.

 Contingent

 Unliquidated

 Disputed

Date or dates debt was incurred Basis for the claim:

Last 4 digits of account number

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

 No

 Yes

Part 2: List All Creditors with NONPRIORITY Unsecured Claims

3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill

out and attach the Additional Page of Part 2.

Amount of claim

3.1 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $668,555,588.09

Attached Schedule E/F Part 2

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: 

Is the claim subject to offset?  No  Yes

Part 3: List Others to Be Notified About Unsecured Claims

4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies,

assignees of claims listed above, and attorneys for unsecured creditors.

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page.

Name and mailing address On which line in Part1 or Part 2 is the

related creditor (if any) listed?

Last 4 digits of

account number, if

any

Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims

Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims page 1 of 2

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com 48213 Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 35 of 55
Debtor Gymboree Manufacturing, Inc. Case number (if known) 19-30256

Name

5. Add the amounts of priority and nonpriority unsecured claims.

Total of claim amounts

5a. Total claims from Part 1 5a. $ 3,034,056.00

5b. Total claims from Part 2 5b. + $ 668,555,588.09

5c. Total of Parts 1 and 2

Lines 5a + 5b = 5c. 5c. $ 671,589,644.09

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 2 of 2

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 36 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 1

Creditor Name Address Last 4 Digits of Account Number Date Debt was Incurred, Basis for Claim

Specify Code Subsection of 

Priority Unsecured Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim Priority Amount

U.S. CUSTOMS AND BORDER PROTECTION

555 BATTERY STREET

SAN FRANCISCO CA 94111 TAXES 11 U.S.C. § 507(a)(8) $3,034,056.00 $3,034,056.00

TOTAL: $3,034,056.00 $3,034,056.00

1 of 1

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 37 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

AFA SOURCING LIMITED

ATTN: MICHAEL

RM 3116-18 31/F

1 HUNG TO RD

KWUN TONG HONG KONG Merch Payable $3,000,643.76

AFA SOURCING LTD

31/F

SUITE 3116-3118

KOWLOON HONG KONG 3252 Merch Payable $193,835.25

AKH ECO APPARELS LTD.

AKH TOWER

133-134, HEMAYETPUR, SAVAR

DHAKA-1340 BANGLADESH Merch Payable $687,328.56

AMEICO

14200 E. ALAMEDA AVE. 

STORE #6337

ROOM 1048A 

AURORA CO 80012 Merch Payable $0.35

AMERICAN IMPORT SHIPPERS

662 MAIN STREET

NEW ROCHELLE NY 10801 1864 Trade Payable $2,335.00

AMERICAN MARKETING ET. (MV)

GBG USA INC

PO BOX 730 MIDTOWN STATION

NEW YORK NY 10018 Merch Payable $12,633.45

AREAWARE

232 NEILSTON STREET

COLUMBUS OH 43215 0440 Merch Payable $12,352.50

ASHLEY DAVIS AS GUARDIAN

ADDRESS ON FILE

Litigation X X X Unknown

BAGGU

2415 3RD ST. SUITE 239

SAN FRANCISCO CA 94107 9994 Merch Payable $1,419.50

BAGGU CORP

2415 3RD ST. SUITE 239

SAN FRANCISCO CA 94107 Merch Payable $350.60

BANNOR TOYS LLC

16501 NW 142ND ST

MADRID IA 50156 Merch Payable $1,962.50

BENDIE, LLC

8906 SW 129 TERRACE

MIAMI FL 33176 Merch Payable $96.00

BEST BAY TRUCKING

30042 MISSION BLVD #121-33

HAYWARD CA 94544 7656 Trade Payable $3,415.20

BEST CORPORATION PRIVATE LTD

89/2 PADMAVATHIPURAM

AVINASHI ROAD

TIRUPUR

TAMILNADU 641603 INDIA Merch Payable $223,020.45

BHARAT BABIES 

9301 TAMPA AVE 

C/O STORE #6327

70A 

NORTHRIDGE CA 91324 Merch Payable $3,053.20

BIGGER TEXTILE HOLDINGS LTD.

UNIT D, 6/F, GEMSTAR TOWER

NO. 23 MAN LOK STREET

HUNG HOM

KOWLOON HONG KONG Merch Payable $739,180.55

1 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 38 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

BLABLA, LLC

4670 MERCHANTS PARK CIRCLE 

STORE #637

SPACE #622 

COLLIERVILLE TN 38017 Merch Payable $1,064.00

CANDYLAB TOYS INC.

174 HUDSON STREET

NEW YORK NY 10013 Merch Payable $274.78

CAPITAL SHOES FACTORY

ROOM 2704, 27/FLOOR, AITKEN VANSON CENTRE

61 HOI YUEN ROAD

KWUN TONG

KOWLOON HONG KONG Merch Payable $482,249.63

CHECKPOINT APPAREL LABELLING SOLUTIONS ASIA LIMITED

5-7 YUEN SHUN CIRCUIT

SHATIN INDUSTRIAL CTR

HONG KONG 1152 Trade Payable $6,308.74

CHIC SHOP

1390 CURTNER AVE

SAN JOSE CA 95125 Merch Payable $5,196.00

CHUN-DA FURS CO., LTD.

NO. 30-12, LANE 2, TA HSIN RD.

PU YEN HSIANG

CHANGHUA HSEIN 51645 TAIWAN Merch Payable $165,289.16

CLEAR FREIGHT, INC

PO BOX 92963

LOS ANGELES CA 90009 6585 Trade Payable $64,397.80

CMI TRANSPORTATION LLC

PO BOX 92829

LONG BEACH CA 90809 1173 Trade Payable $1,097.50

CONCEPT KNITTING LIMITED

ATTN: AHMED ARIF BILLAH

HOUSE# B-105 (1ST FLOOR), ROAD # 8

NEW DOHS, MOHAKHALI

DHAKA 1206 BANGLADESH Merch Payable X $4,780,000.00

CRAYOLA LLC

P.O. BOX 431

EASTON PA 18044-0431 Merch Payable $12,144.00

DATASAFE

PO BOX 7794

SAN FRANCISCO CA 94120 3523 Other-Outside Services $403.96

DEVINE INTERMODAL

PO BOX 980160

WEST SACRAMENTO CA 95798-0160 1642 Trade Payable $920.00

DONGGUAN TAIMENG ACCESSORIES CO. LTD

SHENGQI RD

SHAHUKOU VILLAGE

CHANGPING

DONGGUAN 523557 CHINA 6566 Merch Payable $122.94

DREAMWAVE, LLC 

6700 DOUGLAS BOULEVARD 

STORE #6270

SPACE 2110 

DOUGLASVILLE GA 30135 Merch Payable $6.30

E.S. ORIGINALS INC

PO BOX 1036

THE CIT GROUP / COMMERCIAL SERVICE INC.

CHARLOTTE NC 28201-1036 7222 Merch Payable $15,049.63

EASTMAN EXPORTS GLOBAL CLTHG

ATTN: MR. CHANDRANAN

5/591, SRI LAKSHMI NAGAR

PITCHAMPALAYAM PUDUR

TIRUPUR TAMILNADU 641 603 INDIA Merch Payable $749,699.33

2 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 39 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

EASTMAN EXPORTS GLOBAL CLTHG 

ATTN: MR. CHANDRANAN

5/591, SRI LAKSHMI NAGAR

PITCHAMPALAYAM PUDUR

TIRUPUR TAMILNADU 641 603 INDIA Merch Payable $3,965,829.32

EASY TRADING LTD.

15FL-7, NO.137, SEC.1

FU HSING S. RD

TAIPEI 10666 TAIWAN Merch Payable $269,584.33

EG THREADS

9970B HORN ROAD

SACRAMENTO CA 95827 5317 Merch Payable $2,798.15

EMINESS DESIGN LLC

407 PINE ST.

MILL VALLEY CA 94941 8334 Other-Outside Services $14,365.00

ENSPIRE COMMERCE LLC

29399 NETWORK PLACE

CHICAGO IL 60673 9165 Other-Outside Services $13,222.68

ENVIRONMENTAL ROOFING & WATER

1157 DELL AVENUE,

CAMPBELL, CA 95008 6040 Other-R&M $480.00

ENVISTA LLC

PO BOX 857004

ENSPIRE COMMERCE

MINNEAPOLIS MN 55485-7004 6651 Other-Outside Services $9,129.91

ESO INTERNATIONAL, LTD.

RM. 401, 4/F., TOWER II, SILVERCORD,

30 CANTON RD

TSIM SHA TSUI KOWLOON HONG KONG Merch Payable $326,872.51

EXCARGO

PO BOX 230306

HOUSTON TX 77223 1367 Trade Payable $2,318.00

EXPEDITORS

5757 W. CENTURY BLVD

STE 200

LOS ANGELES CA 90045 6882 Trade Payable $233,800.77

EXPOLANKA USA, LLC

175-11 148TH ROAD SUITE 205

JAMAICA NY 11434 6583 Trade Payable $11,928.95

FED EX TRADE NETWORKS

15704 COLLECTIONS CENTER DR.

CHICAGO IL 60693 8079 Trade Payable $20,379.00

FEDEX SUPPLY CHAIN, INC

P.O. BOX 645123

PITTSBURGH PA 15264-5123 0416 Trade Payable $279,035.18

FIONA COLQUHOUN DESIGN LIMITED

HEYBRIDGE MILLHOUSE

5 ARCHIE STREET

LONDON SE1 3JT UNITED KINGDOM 2813 Other-Outside Services $3,425.00

FOCUS AMERICA CORPORATION

31 SOUTH STREET

3N -2

MOUNT VERNON NY 10550 0862 Merch Payable $1,344.80

FULKI ENTERPRISE CO. LTD.

1F, NO. 671-673, SEC.1, YUANJI ROAD

CHANGHUA COUNTY

SHETOU SHIANG TAIWAN Merch Payable $492,766.44

G HENSLER & CO

160 SOUTH LINDEN AVENUE NO.200

SOUTH SAN FRANCISCO CA 94080 0165 Merch Payable $99,723.90

G HENSLER AND CO.

160 SOUTH LINDEN AVENUE NO.200

SOUTH SAN FRANCISCO CA 94080 Merch Payable $84,425.89

3 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 40 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

GENERAL LION FOOTWEAR INTL LTD

EDUARDO LAU TANG LUNG

ROOM 402, 4/F, YICK TAI INDUSTRIAL BUILDING

650-652 CASTLE PEAK ROAD

LAI CHI KOK

KOWLOON HONG KONG Merch Payable $3,092,991.05

GENERAL SPORTWEAR (DDP)

230 WEST 38TH STREET

NEW YORK NY 10018 Merch Payable $38,750.00

GIBBS SMITH PUBLISHER (GMI)

1877 EAST GENTILE ST

LAYTON UT 84041 Merch Payable $19,423.02

GIORGIO JANEKE SRL

7200 HARRISON AVE 

STORE #570

SPACE #F28A 

ROCKFORD IL 61112 Merch Payable $18.40

GLIDER CO. LTD.

ATTN: KATHLEEN WANG & WYNE SUN

10643 4F., NO.222, SEC.2, JINSHAN S. RD.

TAIPEI TAIWAN (R.O.C.) Merch Payable $1,218,187.26

GLORY INDUSTRIES LTD

ATTN: TAJRINA MANNAN

12 SENANG CRESCENT

SG 416586 SINGAPORE Merch Payable X $1,548,073.26

GYMBOREE BRAND TRANSFER

71 STEVENSON STREET, 22ND FLOOR

SAN FRANCISCO CA 94105 Merch Payable $363,113.29

Gymboree Group, Inc

71 STEVENSON STREET, 22ND FLOOR

SAN FRANCISCO CA 94105 Intercompany Liability $404,482,755.86

Gymboree Retail Stores, LLC

71 STEVENSON STREET, 22ND FLOOR

SAN FRANCISCO CA 94105 Intercompany Liability $124,476,946.37

HACHETTE BOOK GROUP

53 STATE STREET

9TH FLOOR

BOSTON MA 02109 Merch Payable $10,319.68

HANSOLL TEXTILE LTD.

HANSOLL TEXTILE BLDG.

268 SONGPA-DAERO SONGPA-GU

SEOUL

KOREA Merch Payable $12,094,790.21

Hats and Tales

SCHIEKADE 189

3013 BR ROTTERDAM NETHERLANDS Merch Payable $2,808.00

HICKIES, INC.

134 NORTH 4TH STREET

SUITE 2011

BROOKLYN NY 11249 Merch Payable $5,250.00

HOUGHTON MIFFLIN HARCOURT

125 HIGH STREET

BOSTON MA 02110 Merch Payable $6,491.52

HUNG CHEN LIN INDUSTRIAL CO.

NO.22, ZHI WA 1ST ROAD, SHE TOU TOWNSHIP

CHANG HWA

TAIWAN 51149 CHINA Merch Payable $84,068.28

HUNTER BOOT USA, LLC

140 WEST 57TH ST

STE 7B

NEW YORK NY 10019 Merch Payable $52,991.50

HUONG TA UMBRELLA CO. LTD.

1F, NO. 4-1, LANE 14, SI WEI ROAD, DA AN DIST

TAIPEI CITY 10691 TAIWAN Merch Payable $19,773.12

4 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 41 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

IDEA KIDS INDUSTRIAL AND COMMERCIAL COMPANY LIMITED

MAO WAN INDUSTRIAL DISTRICT

1184 Merch Payable $102,617.18

INMOMENT, INC

310 EAST 4500 SOUTH #450

SALT LAKE CITY UT 84107 8550 Other-Outside Services $34,828.02

INSITE COMPLIANCE LLC

21 COLUMBUS AVE, STE 223

SAN FRANCISCO CA 94111 1600 Trade Payable $11,271.00

J.C. POWER ACCESSORIES CO. LTD

4FL NO.20, SEC. 1 CHANG-AN EAST RD.

TAIPEI CITY 104 TAIWAN Merch Payable $670,549.44

J.K. KNIT COMPOSITE LTD

ATTN: MD. TANVIR

GREEN ORLANDO (3RD & 4TH FLOOR)

KA-42/4, PRAGATI SARANI

BARIDHARA DHAKA 1229 BANGLADESH Merch Payable X $975,000.00

JUBILEE TEX

ATTN: MR. BALU

RADAKRISHNAN NAGAR, KUMARSWAMI NAGAR

PICHAM PALAYAM PUTHUR, TIRUPPUR

TAMIL NADU 641603 INDONESIA Merch Payable $2,625,141.75

KALA BRAND MUSIC CO.

715 SOUTHPOINT BLVD SUITE D

PETALUMA CA 94954 Merch Payable $10,296.00

KANY FOOTWEAR CORP.

760 S. STIMSON AVE.

CITY OF INDUSTRY CA 91745 Merch Payable $76,361.17

KG FASHION CO.,LTD.

ATTN: JAMES JUNG

39-8, SAMSEONG-DONG

GANGNAM-GU

SEOUL KOREA Merch Payable $3,208,388.43

KITSCH LLC

137 N LARCHMONT BLVD #641

LOS ANGELES CA 90004 Merch Payable $4,350.00

KWONG PANG INDUSTRIES CO., LTD

RM. 1504 FO TAN IND. CENTRE

26-28 AU PUI WAN ST.

HONG KONG CHINA Merch Payable $649,711.47

LI & FUNG

888 CHEUNG SHA WAN ROAD

KOWLOON HONG KONG 1545 Trade Payable $3,065,069.86

LIM LINE APPAREL CO. LTD.

ATTN: SONGCHAI SANKINGTHONG & PAIBOON 

PURITEERANGKUL

844/60 CHAROEN KRUNG ROAD SOI WAT CHAN NAI

BANG KHO LAEM

BANGKOK 10120 THAILAND Merch Payable $4,196,095.46

M/S BHARAT SILKS UNIT-2

526/1-05/1, 1ST MAIN ROAD

S.R. COMPOUND

SOUTH CITY ROAD

BANNERGHATTA MAIN ROAD

INDIA Merch Payable $266,738.28

MAD ENGINE, LLC

6740 COBRA WAY

SUITE 100

SAN DIEGO CA 92121 Merch Payable $88,643.20

MADE BY HUMANS 2 DESIGNS, INC

1628 WEST 75TH AVENUE

VANCOUVER BC V6P 6G2 CANADA Merch Payable $2,524.50

5 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 42 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

MAILEG NORTH AMERICA INC.

1110 RIDGELAND PARKWAY

SUITE 102

ALPHARRETTA GA 30004 Merch Payable $44,180.00

MAINFREIGHT INTERNATIONAL

1767 BOTANY ROAD

BANKSMEADOW NSW 2019 AUSTRALIA 0290 Trade Payable $24,866.32

MANHATTAN TOY 

300 1ST AVE NORTH, SUITE 200

MINNEAPOLIS MN 55401 Merch Payable $91,474.50

MAWNA FASHIONS LTD

ATTN: ABDUL KADER ANU

BGMEA COMPLEX (12TH FLOOR) 23/1

DHAKA 1215 BANGLADESH Merch Payable X $5,340,000.00

MAX SUCCEED ENTERPRISES CO LTD

NO 3 15A RD BIEN HOA II INDUSTRY ZONE

DONG NAI VIETNAM Merch Payable $53,868.71

MERI MERI

111 ANZA BLVD

SUITE 100

BURLINGAME CA 94010 Merch Payable $9,777.00

MERIT TAT INTERNATIONAL LTD.

200-202 TSAT TSE MUI ROAD

NORTH POINT HONG KONG 6964 Merch Payable $724,929.85

MERIT TAT INTERNATIONAL LTD.

ATTN: ROBERT LOK

RM G H 5/F TUNG KIN FTY BLDG

200 - 202 TSAT TSE MUI RD

NORTH POINT HONG KONG Merch Payable $355,076.64

MH CONCEPTS, LTD

3 SALISBURY ROAD

TSIM SHA TSUI KOWLOON HONG KONG 6700 Merch Payable $54,605.12

MINNETONKA MOCCASIN

1113 EAST HENNEPIN AVENUE

MINNEAPOLIS MN 55414 Merch Payable $50,891.00

MODERN TESTING SERVICES

UNIT 808, CEO TOWER, 77 WING HONG STREET

CHEUNG SHA WAN, KOWLOON HONG KONG CHINA 7890 Trade Payable $47,037.88

MOTHER DENIM, LLC

2221 E. WASHINGTON BLVD

LOS ANGELES CA 90021 Merch Payable $3,480.00

NAM PO FOOTWEAR LTD.

ATTN: KAREN

4/F, GEMMY LTD. BLDG.

12 HUNG TO RD

KWUN TONG KOWLOON HONG KONG Merch Payable $1,195,541.10

NAMYANG INTERNATIONAL CO., LTD

RM# 2601, KOREA WORLD TRADE CENTER, 159-1

SAMSUNG-DONG, KANGNAM-GU

SEOUL KOREA Merch Payable $2,287.12

NEW KOU TIM TRADING LIMITED

AVENIDA VENCESIAU DE MORAIS

EFI. IND. "CENTRO INDUSTRIAL E MACAU"

10"G

ANDAR MACAU Merch Payable $427,323.19

NEXT COLLECTIONS LTD

ATTN: MR. AZAD

MOUZA - DIYA KHALI

1323-1325 BERON SAVAR

DHAKA BANGLADESH Merch Payable X $2,390,000.00

6 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 43 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

Noodle and Boo, LLC

12535 WAYZATA BLVD. 

STORE #71

#2010 

MINNETONKA MN 55343 Merch Payable $1,122.00

O. D. Y. ACCESSORIES INC

29 W 36TH STREET 7TH FL

NEW YORK NY 10018 Merch Payable $49,480.66

OCEAN EDUCATION PUBLISHING,LLC

 216 NORTH FEDERAL HIGHWAY

LAKE PARK FL 33403 Merch Payable $23,940.00

OMY DESIGN AND PLAY, INC.

3800 STATE ROAD 16 

STORE #392

UNIT 108 

LA CROSSE WI 54601 Merch Payable $1,080.00

OOCL LOGISTICS INC

P.O. BOX 3168

BUFFALO NY 14240 1671 Trade Payable $35,019.93

PAN PACIFIC CO LTD.

ATTN: SIMON CHONG

12, DIGITAL-RO 31-GIL

GURO-DONG 197-21 GURO-GU

SEOUL 08380 KOREA Merch Payable $7,128,556.76

PANWIN DESIGNS LIMITED

ATTN: MOHAMMAD MOHSEN

CS-576, BANIARCHALA,PANTAX MORE

P.O- BHABANIPUR, P.S- GAZIPUR SADAR SAFARI PARK 

RD

1740 BANGLADESH Merch Payable X $3,070,000.00

PAO YUAN GARMENTS CORP.

NO.3, LANE 616, SEC.2, CHUNG SHAN RD

CHUNG HO DIST.

NEW TAIPEI CITY 23544 TAIWAN ROC Merch Payable $3,703,117.18

PARKLAND DMFG INC.

400-611 ALEXANDER STREET

VANCOUVER BC V6A 1E1 CANADA Merch Payable $21,703.00

PATTERNS IND. CO. LTD.

LISA HSIEH, SALES

ROOM 606, 6FL 270 SEC. 4, CHUNG HSIAO E. RD 

TAIPEI TAIWAN Merch Payable $290,121.99

PEE EMPRO EXPORTS PVT LTD

PLOT NO 13 DLF INDUSTRIAL AREA, PHASE-2

NHPC CHOWK

FARIDABAD HARYANA 121003 INDIA Merch Payable $324,527.08

PENGUIN RANDOM HOUSE LLC 

1745 BROADWAY

NEW YORK NY 10019 Merch Payable $18,593.54

PG&E

220 CHANNEL ST.

STOCKTON CA 95202 Prepetition Rent & Related Liabilities X X X Unknown

PRINT & DATA SOLUTIONS

3140 LA PLAYA CT.

LAFAYETTE CA 94549 2076 Other-R&M $57,711.63

PRO-HOT ENTERPRISE CO., LTD.

4FL, NO. 12, LANE 181, SEC. 2.

JUI ZONG ROAD, NEI HU DISTRICT

TAIPEI 114 TAIWAN R.O.C. Merch Payable $1,687,169.36

PT. BINA BUSANA INTERNUSA

ATTN: TOTO SUBIANTO

JL. INSPEKSI CAKUNG DRAIN KM.2 SEMPER TIMUR

CAKUNG CILINCING

NORTH JAKARTA 14260 INDONESIA Merch Payable $3,369,773.81

7 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 44 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

PT. DAN LIRIS

KELURAHAN BANARAN, KECAMATAN GROGOL, 

KABUPATEN SUKOHARJO

CENTRAL JAVA 57193 INDONESIA Merch Payable $1,505,904.05

PT. MONDRIAN

JL. KH. HASYIM ASARI BY PASS NO.171

SRAGO, MOJAYAN, KLATEN TENGAH

KABUPATEN KLATEN

JAWA TENGAH 57416 INDONESIA Merch Payable $3,890,112.33

PT. RICHTEX GARMINDO

KAWASAN GUNA MEKAR INDUSTRI, JL TAMBAK AJI 1

SEMARANG 9324 Merch Payable $85.67

PT. SANSAN SAUDARATEX JAYA

ATTN: BUDI DANUBRATA

JALAN CIBALIGO NO.33

CIBEUREUM, CIMAHI SEL

KOTA CIMAHI JAWA BARAT 40522 INDONESIA Merch Payable $732,778.84

QINGDAO YIJIA INTER-COM CO.LTD

ATTN: MIKE TIAN & STEVEN REN

ROOM 829 830 BUILDING A NO 6

HONGKONG MIDDLE ROAD SHINAN

QINGDAO CN HONG KONG Merch Payable $1,297,520.00

RADAR TOP LTD.

FLAT C9. BLK C.3/F.,HONG KONG IND.CTR

489-491 CASTLE PEAK ROAD

KOWLOON HONG KONG Merch Payable $550,122.12

REHONG GARMENT CO.,LTD

9F, NO.659-1, CHUNG CHENG RD

HSIN CHUANG DISTTRICT

NEW TAIPEI CITY 24257 TAIWAN Merch Payable $288,899.29

RICHMOND EVENTS, INC

1001 AVENUE OF THE AMERICAS

SUITE 1502

NEW YORK 1068 Trade Payable $1,000.00

ROYAL CLASSIC MILLS ( P ) LTD

RASAPPAN GOPALA KRISHNAN

CHAIRMAN

31 PULIYAMARA THOTTAM, MANGALAM ROAD

TIRUPUR, TAMIL NADU 641604 INDIA Merch Payable $4,698,145.54

SE PAO ENTERPRISE CO., LTD.

8F-3/6, NO.14, SIWEI ST., SANCHONG DIST.

NEW TAIPEI CITY 241 TAIWAN (R.O.C.) Merch Payable $318,256.01

SERVICIOS FLEXIBLES SOCIEDAD ANONIMA CERRADA

MZ R LOTE 30 URB.

ROSARIO DEL NORTE SAN MARTIN DE PORRES

LIMA 0493 Merch Payable $22,915.20

SEYANG CORPORATION

2F SEYANG B/D, 424-6 DOGOK-DONG, GANGNAM-GU

SEOUL KOREA Merch Payable $132,730.41

SHARTEX INTERNATIONAL TRADING 

ATTN: HARRY MENG & HELENA YAO

10F BLOCK A

688 DALIAN ROAD

SHANGHAI 200082 CHINA Merch Payable X $4,037,644.18

SKYLIGHT FASHION INTL CORP

6FL., NO. 27, SEC. 3 BADE RD. 

TAIPEI 10554 TAIWAN Merch Payable $57,220.92

SML (HONG KONG) LIMITED

165 HOI BUN ROAD

KWUN TONG KOWLOON HONG KONG 4269 Trade Payable $34.73

8 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 45 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

SONIA AND SWEATERS LTD.

604 KONDOLBAGH, TAIBPUR

ASHULIA ROAD SAVAR,DHAKA BANGLADESH Merch Payable $666,920.71

SPRINGFIELD GARMENT CO. LTD.

ATTN: LEKPHONG CHULPHONGSATHORN & SOMRAK 

PIRAPLADISAI

33 SOI 33/1 PETCHKASEM ROAD 

BANG WA, PHASI CHAROEN 

BANGKOK 10160 THAILAND Merch Payable $1,049,699.46

SPRINT

6200 SPRINT PARKWAY

OVERLAND PARK KS 66251 Prepetition Rent & Related Liabilities X X X Unknown

SUNNY HATS LIMITED

RM 1204A 12/F HARBOUR CTR TWR 2

8 HOK CHEUNG ST

HUNG HOM HONG KONG Merch Payable $25,058.89

SUNTEX GARMENTS LTD

ATTN: SUN ZHEN & GRACE YAN

A-308 DALANG WOOLEN TRADE CTR

DONGGUAN CHINA Merch Payable $3,926,128.12

SWEET BELLA, LLC

4211 CAMINO DE LA PLAZA 

STORE #2834

SPACE 200 

SAN DIEGO CA 92173 Merch Payable $1,100.00

SWELL BOTTLE

28 W 23RD ST

NEW YORK NY 10011 Merch Payable $18,200.00

TA TRADING CO., LTD

ATTN: BYUNG-GIL KO

2F, 277-25, SUNGSU 2GA

3 DONG

SUNG DONG-GU SEOUL KOREA Merch Payable $992,969.42

TAIWAN EVA INDUSTRIAL CO. LTD.

6F 290 HOPING 1ST RD.

KAOHSIUNG 802 TAIWAN Merch Payable $353,429.87

TEXTILES CAMONES S.A.

ATTN: CARLOS CAMONES

PERÚ, AV STA JOSEFINA

PUENTE PIEDRA PERU Merch Payable X $1,064,920.00

TIP TOP FASHIONS LTD

INDUSTRIAL PLOT

NO-1, AVENUE-1, BLOCK-E

SECTION-11, MIRPUR

DHAKA 1216 BANGLADESH Merch Payable X $9,330,000.00

TONGXIANG COLAX INDUSTRIAL

ATTN: JASON YU & FIONA LIU

ZHEJIANG ZHEJIANG PROVINCE

JIAXING CITY CHINA Merch Payable $4,129,538.16

TOOKU TRADING CORPORATION LTD

ATTN: GREG

UNIT 1305 13 F PROSPERITY PLACE

6 SHING YIP STREET

KWUN TONG HONG KONG Merch Payable $1,389,602.86

TOP RISE INDUSTRIAL CO. LTD.

ATTN: KATHERINE LAI & VIRGINIA CHOY

B 9/F, HOP HING, INDUSTRIAL BUILDING

704 CASTLE PEAK

KOWLOON HONG KONG Merch Payable $1,139,654.35

TOPSON DOWNS OF CALIFORNIA INC

3840 WATSEKA AVENUE

CULVER CITY CA 90232 Merch Payable $232,873.70

9 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 46 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

TOY INVESTMENTS, INC.

3101 WEST VALLEY HWY E

SUMNER 0815 Merch Payable $8,184.00

UPS SUPPLY CHAIN SOLUTIONS

28013 NETWORK PLACE

CHICAGO IL 60673-1280 9988 Trade Payable $11,848.58

VEJA FAIR TRADE 

13 RUE DE LA CERISAIE

PARIS 75004 FRANCE Merch Payable $96.00

VICI ENTERPRISES, INC.

555 W 59TH ST

APT TH3A

NEW YORK NY 10019-1087 Merch Payable $13,875.00

VIJAY GARMENTS LIMITED

ATTN: SHARAN REDDY

PLOT # D3(2)

MEPZ (SPECIAL ECONOMIC ZONE)

TAMBARAM TAMIL NADU INDIA Merch Payable $712,212.63

W.W. NORTON AND COMPANY, INC.

500 FIFTH AVENUE

NEW YORK NY 10110 Merch Payable $8,437.44

WEIHAI REAP INTERNATIONAL TRAD

ATTN: ALAN YANG & DAISY SUN

16F, JIAHE INTERNATIONAL MANSION

NO. 55, SOUTH HAIBIN ROAD

WEIHAI, SHANDONG 264200 CHINA Merch Payable $3,754,344.14

WILD AND WOLF, INC

20 MANVERS STREET

BATH BA1 1JW UNITED KINGDOM Merch Payable $8,484.00

WING FORWARD CO.,LTD

ATTN: SAM HUI

UNIT 8B, 4/F.

HILDER CENTRE, 2 SUNG PING ST.

HUNGHOM HONG KONG Merch Payable $1,233,527.18

WINGA GARMENT FACTORY

ATTN: RAYMOOD CHEUNG & JOJO CHOU

UNIT 23-28A

PROFIT INDUSTRIAL BUILDING, 11/F., 1-15

KWAI FUNG CRESCENT

KWAI CHUNG NEW TERRITORIES HONG KONG Merch Payable $1,093,652.72

WINKO INTERNATIONAL 

3/F., KWAI FONG INDUSTRIAL BUILDING

9-15 KWAI CHEONG ROAD

KWAI CHUNG HONG KONG Merch Payable $28,516.80

WORKMAN PUBLISHING COMPANY INC

225 VARICK STREET

NEW YORK 0251 Merch Payable $11,123.80

XIAMEN WELLEAST CO., LTD

ATTN: ALEX CHAI, NANCH ZENG & ALISON CHAI

29/F, LIXIN SQUARE

NO.90, HUBIN SOUTH ROAD SIMING ROAD, XIAMEN

FUJIAN 361003 CHINA Merch Payable $2,163,865.89

YUMARK ENTERPRISES CORP.

14F 67 S2 YUN HWA S RD

TAIPEI CITY 10682 TAIWAN Merch Payable $2,053,051.66

ZHANGJIAGANG DONGDU TEXTILE

ATTN: GE HUI HUA & MAO XING HONG

398 CHANG'AN ROAD

YANGSHE TOWN

ZHANGJIAGANG 215600 CHINA Merch Payable $2,108,357.38

ZOUND INDUSTRIES USA INC.

CENTRALPLAN 15

111 20 STOCKHOLM SWEDEN Merch Payable $4,725.00

10 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 47 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule E/F: Part 2

Creditor Name Address

Last 4 Digits of 

Account Number Date Debt was Incurred, Basis for Claim

ContingentUnliquidatedDisputedClaim subject to offset?

Total Claim

Total: $668,555,588.09

11 of 11

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 48 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases 12/15

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, number the entries consecutively.

1. Does the debtor have any executory contracts or unexpired leases?

 No. Check this box and file this form with the debtor's other schedules. There is nothing else to report on this form.

 Yes. Fill in all of the information below even if the contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property

(Official Form 206A/B).

2. List all contracts and unexpired leases State the name and mailing address for all other parties with

whom the debtor has an executory contract or unexpired

lease

2.1. State what the contract or

lease is for and the nature of

the debtor's interest

See Attached Schedule G

State the term remaining

List the contract number of any

government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 1 of 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 49 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule G: Executory Contracts and Unexpired Leases

Contract Counterparty Address

Description of Contract or Lease and 

Nature of Debtor's Interest

Date of Contract 

or Lease Remaining Term

List Contract Number 

of Any Government 

Contract

BANK OF AMERICA, N.A., AS ADMINISTRATIVE 

AGENT AND COLLATERAL AGENT

ATTN: GENERAL COUNSEL

100 FEDERAL STREET

BOSTON MA 02110 FINANCIAL AGREEMENTS 11/23/2010

BRANDS SQUARED PTY LTD.

LEVEL 2

132-136 ALBERT RD

SOUTH MELBOURNE VICTORIA 3205 AUSTRALIA

INTERNATIONAL FRANCHISING 

AND WHOLESALE

BRANDS SQUARED PTY. LTD.

ATTN: GENERAL COUNSEL

LEVEL 2, 132-136 ALBERT ROAD

SOUTH MELBOURNE VIC 3205 AUSTRALIA OTHER AGREEMENTS

BRANDS SQUARED PTY. LTD.

ATTN: GENERAL COUNSEL

LEVEL 2, 132-136 ALBERT ROAD

SOUTH MELBOURNE VIC 3205 AUSTRALIA OTHER AGREEMENTS 5/31/2016 5/31/2021

BUY BUY BABY INC.

ATTN: GENERAL COUNSEL

895 EAST GATE BOULEVARD

SUITE 2

GARDEN CITY NY 11530 OTHER AGREEMENTS

ENVISTA INTERACTIVE SOLUTIONS, LLC DBA 

ENSPIRE COMMERCE

ATTN: GENERAL COUNSEL

11711 N MERIDIAN STREET

SUITE 415

CARMEL IN 46032 IT AGREEMENTS 4/25/2016 4/17/2019

EXPEDITORS INTERNATIONAL OF WASHINGTON, 

INC.

1015 THIRD AVENUE

SEATTLE WA 98104 CUSTOMS IMPORT

FASHION DEPOT

ATTN: GENERAL COUNSEL

CALZ. DE LOS LEONES NO. 170, PISO 2

CIUDAD DE MEXICO 01010 MEXICO OTHER AGREEMENTS

FASHION DEPOT S.A. DE C.V.

CALZ DE LOS LEONES NO 170, PISO 2

LOS ALPES

CIUDAD DE MEXICO 01010 MEXICO

INTERNATIONAL FRANCHISING 

AND WHOLESALE 8/3/2018

FEDERAL EXPRESS CORPORATION

C/O FEDEX CORPORATE SERVICES, INC.

ATTN: DIRECTOR, SALES

6625 LENOX PARK BLVD., 3RD FLOOR

MEMPHIS TN 38115-4397 SERVICE AGREEMENTS 6/23/2011

FESCO ADECCO HUMAN RESOURCES SERVICE 

SHENZHEN CO, LTD

FLOOR 12, BLOCK D, BUILDING NO. 3

CLOUD PARK, NO. 2018

XUEGANG ROAD, BANTIAN STREET

LONGGANG DISTRICT

SHENZHEN CHINA SERVICE AGREEMENTS 6/27/2018 6/24/2019

LF CENTENNIAL PTE LTD

6TH FLOOR LIFUNG CENTRE

888 CHEUNG SHA WAN ROAD

KOWLOON HONG KONG OTHER AGREEMENTS 5/24/2017

LF CREDIT PTE LTD.

6TH FLOOR LIFUNG CENTRE

888 CHEUNG SHA WAN ROAD

KOWLOON HONG KONG OTHER AGREEMENTS 4/21/2017

NORTH BAY DISTRIBUTION, INC.

ATTN: STEVE CHRISTIANSEN

2050 CESSNA DRIVE

VACAVILLE CA 95688 SERVICE AGREEMENTS 4/20/2016

1 of 2

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 50 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule G: Executory Contracts and Unexpired Leases

Contract Counterparty Address

Description of Contract or Lease and 

Nature of Debtor's Interest

Date of Contract 

or Lease Remaining Term

List Contract Number 

of Any Government 

Contract

PARKLAND DESIGN AND MANUFACTURING, INC.

400-611 ALEXANDER STREET

VANCOUVER BC V6A 1E1 CANADA SERVICE AGREEMENTS 2/15/2018

UPS SUPPLY CHAIN SOLUTIONS, INC.

ATTN: GENERAL COUNSEL

12380 MORRIS ROAD

ALPHARETTA GA 30005 SERVICE AGREEMENTS 12/1/2011

2 of 2

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 51 of 55
Fill in this information to identify the case:

Debtor name Gymboree Manufacturing, Inc.

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 19-30256

 Check if this is an

amended filing

Official Form 206H

Schedule H: Your Codebtors 12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the

Additional Page to this page.

1. Do you have any codebtors?

 No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form.

 Yes

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of

creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule

on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.

Column 1: Codebtor Column 2: Creditor

Name Mailing Address Name Check all schedules

that apply:

2.1 See Attached

Schedule H

See Attached

Schedule D Part 1

 D 2.1 

 E/F 

 G 

Official Form 206H Schedule H: Your Codebtors Page 1 of 1

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 52 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule H: Codebtors

Name of Codebtor Address Name of Creditor

Applicable Schedules 

(D, E/F, G)

Gyboree Intermediate Corporation

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gymboree Group, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gymboree Retail Stores LLC

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gym-Card LLC

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gymboree Distribution, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gymboree Operations, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gym-Mark, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gymboree Wholesale, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

BANK OF AMERICA, NA, AS ADMINISTRATIVE AGENT TO THE ABL 

REVOLVER D

Gyboree Intermediate Corporation

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

1 of 2

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 53 of 55
In re Gymboree Manufacturing, Inc.

Case No. 19-30256

Schedule H: Codebtors

Name of Codebtor Address Name of Creditor

Applicable Schedules 

(D, E/F, G)

Gymboree Group, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gymboree Retail Stores LLC

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gym-Card LLC

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gymboree Distribution, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gymboree Operations, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gym-Mark, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

Gymboree Wholesale, Inc.

71 STEVENSON STREET STE. 

2200, 415-278-7000, SAN 

FRANCISCO, CA 94105

GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (DALLAS, 

TEXAS), AS COLLATERAL AGENT D

2 of 2

Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 54 of 55
Case 19-30256-KLP Doc 6 Filed 03/01/19 Entered 03/01/19 21:48:08 Desc Main

 Document Page 55 of 55