1 

Dennis F. Dunne, Esq. (admitted pro hac vice) Michael A. Condyles, Esq. (VA 27807) 

Evan R. Fleck, Esq. (admitted pro hac vice) Peter J. Barrett, Esq. (VA 46179) 

Michael W. Price, Esq. (admitted pro hac vice) 

MILBANK, TWEED, HADLEY & MCCLOY LLP

Jeremy S. Williams, Esq. (VA 77469) 

Brian H. Richardson, Esq. (VA 92477) 

28 Liberty Street KUTAK ROCK LLP 

New York, New York 10005 901 East Byrd Street, Suite 1000

Telephone: (212) 530-5000 Richmond, Virginia 23219-4071 

Facsimile: (212) 530-5219 Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

Proposed Co-Counsel for Debtors in Possession 

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) 

) 

AGENDA FOR HEARING ON MOTIONS SCHEDULED 

FOR FEBRUARY 15, 2019, AT 10:00 A.M. (PREVAILING EASTERN TIME) 

I. UNCONTESTED MATTERS 

1. “Cash Management Motion.” 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] 

Responses Received: None 

 

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. 

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Related Documents: 

A. Interim Order (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. 74] 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee and a Cash 

Management Bank. The Debtors will submit a revised proposed order to the Court. 

2. “Wages Motion.” Debtors’ Motion for Entry of Interim and Final Orders 

(I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other 

Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits 

Programs, and (II) Granting Related Relief [Docket No. 22] 

Responses Received: None 

Related Documents: 

A. Interim Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, 

Salaries, Other Compensation, and Reimbursable Expenses and 

(B) Continue Employee Benefits Programs, and (II) Granting Related Relief

[Docket No. 85] 

Status: This matter is going forward. The Debtors received informal comments 

from the Unsecured Creditors Committee, an insurance provider, and United States 

Trustee for the Eastern District of Virginia. The Debtors will submit a revised 

proposed order to the Court. 

3. “Trading Motion.” Debtors’ Motion for Entry of Interim and Final Orders 

(I) Approving Notification and Hearing Procedures for Certain Transfers of and 

Declarations of Worthlessness with Respect to Common Stock, and (II) Granting 

Related Relief [Docket No. 21] 

 Responses Received: None 

 Related Documents: 

A. Interim Order (A) Approving Notification and Hearing Procedures for 

Certain Transfers of and Declarations of Worthlessness with Respect to 

Common Stock, and (B) Granting Related Relief [Docket No. 82] 

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3 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee. The Debtors will 

submit a revised proposed order to the Court. 

4. “Taxes Motion.” Debtors’ Motion for Entry of Interim and Final Orders 

(I) Authorizing the Payment of Certain Taxes and Fees and (II) Granting Related 

Relief [Docket No. 8] 

Responses Received: None 

Related Documents: 

A. Debtors’ Motion for Entry of an Interim Order (I) Authorizing the Payment 

of Certain Prepetition Postpetition Taxes and Fees and (II) Granting 

Related Relief [Docket No. 69] 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee. The Debtors 

will submit a revised proposed order to the Court. 

5. “Shippers and Warehousemen Motion.” Debtors’ Motion for Entry of Interim and 

Final Orders (I) Authorizing the Debtors to Pay Prepetition Claims of Shippers, 

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

Certain Related Relief [Docket No. 13] 

 Responses Received: None 

 Related Documents: 

A. Interim Order (I) Authorizing the Debtors to Pay Prepetition Claims of 

Shippers, Warehousemen and Contractors and Import/Export Charges, and 

(II) Granting Certain Related Relief [Docket No. 77] 

 Status: This matter is going forward on an uncontested basis. 

6. “Insurance Motion.” Debtors’ Motion for Entry of Interim and Final Orders 

(I) Authorizing Them to (A) Continue and Renew Their Insurance Policies and 

Honor Obligations Thereunder, (B) Continue and Renew Their Prepetition 

Insurance Premium Financing Agreements, and (C) Continue Surety Bond 

Programs, and (II) Granting Related Relief [Docket No. 9] 

Responses Received: None 

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4 

Related Documents: 

 A. Interim Order (I) Authorizing the Debtors to (A) Continue and Renew 

 Their Insurance Policies and Honor Obligations Thereunder, (B) Continue 

 and Renew Their Prepetition Insurance Premium Financing Agreements, 

 and (C) Continue Surety Bond Programs, and (II) Granting Related Relief

 [Docket No. 67] 

 Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee and an insurance 

provider. The Debtors will submit a revised proposed order to the Court. 

7. “Critical Services Providers Motion.” Debtors’ Motion for Entry of Interim and 

Final Orders (I) Authorizing the Debtors to Pay Certain Prepetition Claims of 

Critical Services Providers and (II) Granting Related Relief [Docket No. 12] 

 Responses Received: None 

 Related Documents: 

A. Interim Order (I) Authorizing the Debtors to Pay Certain Prepetition 

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

[Docket No. 79] 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee. The Debtors will 

submit a revised proposed order to the Court. 

8. “Lease Rejection Motion.” Debtors’ Motion for Entry of an Order Authorizing 

Expedited Procedures for Rejecting Unexpired Leases and Abandonment of 

Personal Property [Docket No. 108] 

 Responses Received: None 

 Related Documents: None 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from Barclay Damon LLP, Ballard Spahr LLP, and the 

Unsecured Creditors Committee. The Debtors will submit a revised proposed order 

to the Court. 

9. “Interim Compensation Motion.” Debtors’ Motion for Entry of an Order (I) 

Establishing Procedures for Interim Compensation and Reimbursement of 

Expenses for Retained Professionals and (II) Granting Related Relief [Docket No. 

178] 

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5 

 Responses Received: None 

 Related Documents: None 

 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the Unsecured Creditors Committee and the United States 

Trustee for the Eastern District of Virginia. The Debtors will submit a revised 

proposed order to the Court. 

10. “OCP Motion.” Debtors’ Motion for Entry of an Order Authorizing the Debtors to 

Retain and Compensate Professionals Utilized in the Ordinary Course of Business 

[Docket No. 179] 

 Responses Received: None 

 Related Documents: None 

 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the United States Trustee for the Eastern District of 

Virginia. The Debtors will submit a revised proposed order to the Court. 

11. “Bar Date Motion.” Debtors’ Motion for Entry of an Order (I) Setting Bar Dates 

for Filing Proofs of Claim, Including Requests for Payment Under Section 

503(B)(9), (II) Establishing Amended Schedules Bar Date and Rejection Damages 

Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim, 

Including Section 503(B)(9) Requests, (IV) Approving Notice Of Bar Dates, And 

(V) Granting Related Relief [Docket No. 180] 

 Responses Received: None 

 Related Documents: None 

 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the United States Trustee for the Eastern District of 

Virginia and an insurance provider. The Debtors will submit a revised proposed 

order to the Court. 

 

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6 

II. CONTESTED MATTERS 

1. “Utilities Motion.” Debtors’ Motion for Entry of Interim and Final Orders 

(I) Approving the Debtors’ Proposed Adequate Assurance of Payment for Future 

Utility Services, (II) Prohibiting Utility Companies from Altering, Refusing, or 

Discontinuing Services, (III) Approving the Debtors’ Proposed Procedures for 

Resolving Additional Assurance Requests, and (IV) Granting Related Relief 

[Docket No. 7] 

Responses Received: 

A. Objection of Certain Utility Companies to the Debtors’ Motion for Entry of 

Interim and Final Orders (I) Approving the Debtors’ Proposed Adequate 

Assurance of Payment for Future Utility Services, (II) Prohibiting Utility 

Companies from Altering, Refusing, or Discontinuing Services, 

(III) Approving the Debtors’ Proposed Procedures for Resolving 

Additional Assurance Requests, and (IV) Granting Related Relief [Docket 

No. 182] 

Related Documents: 

A. Interim Order (I) Approving the Debtors’ Proposed Adequate Assurance of 

Payment for Future Utility Services, (II) Prohibiting Utility Companies 

from Altering, Refusing, or Discontinuing Services, (III) Approving the 

Debtors’ Proposed Procedures for Resolving Additional Assurance 

Requests, and (IV) Granting Related Relief [Docket No. 83] 

B. Debtors’ Reply to Objection of Certain Utility Companies to the Debtors’ 

Motion for Order Approving Proposed Adequate Assurance of Payment for 

Future Services and Prohibiting Utility Companies from Altering, Refusing, 

or Discontinuing Services [Docket No. 258] 

Status: This matter is going forward. The Debtors also received informal comments 

from the Unsecured Creditors Committee. The Debtors are working to resolve the 

objections. The Debtors will submit a revised proposed order. 

3. “DIP & Cash Collateral Motion.” Debtors’ Motion for Entry of Interim and Final 

Orders (I) Authorizing Them to Obtain Postpetition Financing, (II) Authorizing the 

Use of Cash Collateral, (III) Granting Liens and Superpriority Administrative 

Expense Claims, (IV) Granting Adequate Protection to the Prepetition Lenders, 

(V) Modifying the Automatic Stay, (VI) Scheduling a Final Hearing, and 

(VII) Granting Related Relief [Docket No. 33] 

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7 

 Responses Received: 

 

A. Limited Objection of Deutsche Bank Trust Company Americas, Former 

Indenture Trustee for the 9.125% Senior Notes Due 2018, to: (1) Debtors’ 

Motion for Entry of Interim and Final Orders (I) Authorizing them to Obtain 

Postpetition Financing, (II) Authorizing the use of Cash Collateral, 

(III) Granting Liens and Superpriority Administrative Expense Claims, 

(IV) Granting Adequate Protection to the Prepetition Lenders, 

(V) Modifying the Automatic Stay, (VI) Scheduling a Final Hearing, and 

(VII) Granting Related Relief and; (2) Debtors’ Motion for Entry of Orders 

(I)(A) Approving Bidding Procedures, (B) Approving J&J Stalking Horse 

Purchase Agreement, (C) Scheduling an Auction and Approving Form and 

Manner of Notice Thereof, (D) Approving Assumption and Assignment 

Procedures and (E) Scheduling the Sale Hearing; (II) Approving (A) the 

Sale(s), Free and Clear of Encumbrances and (B) Assumption and 

Assignment of Executory Contracts and Unexpired Leases; and 

(III) Granting Related Relief [Docket No. 224] 

B. Limited Opposition to and Statement Regarding Any Final Order 

(I) Authorizing the Debtors to Obtain Postpetition Financing, 

(II) Authorizing the Debtors to Use Cash Collateral, (III) Granting Liens 

and Providing Superpriority Administrative Expense Status, (IV) Granting 

Adequate Protection to the Prepetition Lenders, (V) Modifying Automatic 

Stay, and (VI) Granting Related Relief [Docket No. 240] 

C. Limited Objection and Reservation of Rights by Pan Pacific Co., Ltd. to the 

Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing them 

to Obtain Postpetition Financing, (II) Authorizing the Use of Cash 

Collateral, (III) Granting Liens and Superpriority Administrative Expense 

Claims, (IV) Granting Adequate Protection to the Prepetition Lenders, 

(V) Modifying the Automatic Stay, (VI) Scheduling a Final Hearing, and 

(VII) Granting Related Relief [Docket No. 243] 

D. Objection to Debtors’ Motion for Entry of Interim and Final Orders 

(I) Authorizing them to Obtain Postpetition Financing, (II) Authorizing the 

Use of Cash Collateral, (III) Granting Liens and Superpriority 

Administrative Expense Claims, (IV) Granting Adequate Protection to the 

Prepetition Lenders, (V) Modifying the Automatic Stay, (VI) Scheduling a 

Final Hearing, and (VII) Granting Related Relief [Docket No. 248] 

Related Documents: 

A. “Doak Declaration.” Declaration of James Doak in Support of the Debtors’ 

(I) Motion for Entry of Interim and Final Orders Authorizing them to Obtain 

Postpetition Financing and (II) Motion for Entry of Orders Approving 

Bidding Procedures [Docket No. 27] 

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B. Interim Order (I) Authorizing the Debtors to Obtain Postpetition Financing, 

(II) Authorizing the Use of Cash Collateral, (III) Granting Liens and 

Superpriority Administrative Expense Claims, (IV) Granting Adequate 

Protection to the Prepetition Lenders, (V) Modifying the Automatic Stay, 

(VI) Scheduling a Final Hearing, and (VII) Granting Related Relief [Docket 

No. 81] 

C. Reply to Limited Objection of Deutsche Bank Trust Company Americas, 

 Former Indenture Trustee for the 9.125% Senior Notes Due 2018, To the 

Debtors’ Dip Financing Motion and Sale Motion [Docket No. 257] 

D. Debtors’ Omnibus Reply to Objections of Certain Vendors and Landlords 

to the Debtors’ Motion for Entry of Order (I) Authorizing Postpetition 

Financing and the Use of Cash Collateral, and (II) Granting Certain 

Related Relief [Docket No. 260] 

Status: This matter is going forward. The Debtors also received informal comments 

from a taxing authority and an insurance provider. The Debtors are working to 

resolve the objections. The Debtors will submit a revised proposed order. 

4. Katherine Pocrass, et. al v. Gymboree Group, Inc., et. al (In re Gymboree Group, 

Inc.), Case No. 19-03010 (KLP), (Bankr. E.D. Va. 2019). [Docket No. 147] 

 

Related Pleadings: 

 

A. Adversary Class Action Complaint [Docket No. 1 of 19-03010 (KLP)] 

B. Debtors’ Motion to Stay Adversary Proceeding [Docket No. 6 of 19-03010 

(KLP)] 

B. Notice of Motion to Stay Adversary Proceeding and Notice of Hearing 

[Docket No. 7 of 19-03010 (KLP)] 

C. Amended Notice of Hearing [Docket No. 9 of 19-03010 (KLP)] 

First Amended Adversary Class Action Complaint [Docket No. 14 of 19-

03010 (KLP)] 

D. Plaintiff’s Response in Opposition to Debtor’s Motion to Stay Adversary 

Proceeding [Docket No. 18 of 19-03010 (KLP)] 

Status: This matter is going forward. 

 

5. “Milbank Retention.” Debtors’ Application for Entry of an Order Authorizing the 

Retention and Employment of Milbank, Tweed, Hadley & McCloy LLP as 

Attorneys for Debtors Nunc Pro Tunc to Petition Date [Docket No. 163] 

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9 

Responses Received: 

 

A. Objection to Debtors’ Application for Entry of an Order Authorizing the 

Retention and Employment of Milbank, Tweed, Hadley & McCloy LLP as 

Attorneys for Debtors Nunc Pro Tunc to Petition Date [Docket No. 264] 

 Related Documents: 

A. “First Supplemental Fleck Declaration.” First Supplemental Declaration of 

Evan R. Fleck in Support of Debtors’ Application for Entry of an Order 

Authorizing the Retention and Employment of Milbank, Tweed, Hadley & 

McCloy LLP as Attorneys for Debtors Nunc Pro Tunc to Petition Date

[Docket No. 272] 

B. [Debtors’ Reply to Objection to Debtors’ Application for Entry of an Order 

Authorizing the Retention and Employment of Milbank, Tweed, Hadley & 

McCloy LLP as Attorneys for Debtors Nunc Pro Tunc to Petition Date

[Docket No. ●]] 

 

Status: This matter is going forward. The Debtors also received informal comments 

from the United States Trustee for the Eastern District of Virginia. The Debtors 

will submit a revised proposed order to the Court. 

6. “KEIP/KERP Motion.” Debtors’ Motion for Entry of an Order (I) Approving Their 

(A) Key Employee Retention Plans and (B) Key Employee Incentive Plan, and 

(II) Granting Certain Related Relief [Docket No. 195] 

 Responses Received: 

A. Objection To (1) Debtors’ Motion For Entry Of An Order (I) Approving 

Their (A) Key Employee Retention Plans And (B) Key Employee Incentive 

Plan, And (II) Granting Certain Related Relief And (2) Motion For 

Expedited Hearing On Debtor’s Motion For Entry Of An Order Approving 

The Motion [Docket No. 263] 

 Related Documents: 

A. “Expedited Hearing for KEIP/KERP Motion.” Motion for Expedited 

Hearing on Debtors’ Motion for Entry of an Order (I) Approving Their 

(A) Key Employee Retention Plans and (B) Key Employee Incentive Plan, 

and (II) Granting Certain Related Relief [Docket No. 196] 

Status: This matter is going forward. The Debtors are working to resolve the 

objections. 

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10 

7. “Pan Pacific Motion.” Notice of and Motion for (1) Adequate Assurance of 

Payment, (2) Confirmation that all Post-Petition Goods Delivered to Debtor(s) 

Shall be Treated as Allowed Administrative Claim, and (3) Related Relief; and 

Notice of Hearing Thereon [Docket No. 172] 

 Related Documents: 

 

A. Debtors’ Objection to Pan Pacific’s Motion for (1) Adequate Assurance of 

Payment, (2) Confirmation that All Postpetition Goods Delivered to 

Debtor(s) Shall be Treated as Allowed Administrative Claim, and 

(3) Related Relief [Docket No. 259] 

B. Reply in Joinder to Motion for (1) Adequate Assurance of Payment, 

(2) Confirmation that all Post-Petition Goods Delivered to Debtor(s) Shall 

be Treated as Allowed Administrative Claim, and (3) Related Relief [Docket 

No. 266] 

Status: This matter is going forward. The Debtors are working to resolve the 

objections. 

III. RETENTION AND COMPENSATION MATTERS 

1. “Kutak Rock Retention.” Debtors’ Application for Entry of an Order Authorizing 

the Debtors to Employ and Retain Kutak Rock LLP as Co-Counsel Effective Nunc 

Pro Tunc to the Petition Date [Docket No. 162] 

 Responses Received: None 

 Related Documents: 

 

A. Supplemental Declaration of Michael A. Condyles in Support of the 

Debtors’ Application for Entry of an Order Authorizing the Debtors to 

Employ and Retain Kutak Rock LLP as Co-Counsel Effective Nunc Pro 

Tunc to the Petition Date [Docket No. 207] 

 

Status: This matter is going forward on an uncontested basis. The Debtors received 

informal comments from the United States Trustee for the Eastern District of 

Virginia. The Debtors will submit a revised proposed order to the Court. 

 2. [“BRG Retention.” Debtors’ Motion to Retain Berkeley Research Group, LLC to 

 Provide the Debtors with a Chief Restructuring Officer and Certain Additional 

 Personnel Nunc Pro Tunc to the Petition Date [Docket No. 175]] 

 Responses Received: None 

 Related Documents: None 

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[Status: This matter is going forward on an uncontested basis.] 

[Remainder of page intentionally left blank] 

 

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Dated: February 13, 2019 /s/ Brian H. Richardson 

Richmond, Virginia Michael A. Condyles, Esq. (VA 27807) 

Peter J. Barrett, Esq. (VA 46179) 

Jeremy S. Williams, Esq. (VA 77469) 

Brian H. Richardson, Esq. (VA 92477) 

KUTAK ROCK LLP 

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071 

Telephone: (804) 644-1700 

Facsimile: (804) 783-6192 

 Email: Michael.Condyles@KutakRock.com 

 Peter.Barrett@KutakRock.com 

 Jeremy.Williams@KutakRock.com 

 Brian.Richardson@KutakRock.com 

-andDennis F. Dunne, Esq. (admitted pro hac vice) 

Evan R. Fleck, Esq. (admitted pro hac vice) 

Michael W. Price, Esq. (admitted pro hac vice) 

MILBANK, TWEED, HADLEY & MCCLOY LLP

28 Liberty Street

New York, New York 10005 

Telephone: (212) 530-5000 

Facsimile: (212) 530-5219 

 Email: ddunne@milbank.com 

 efleck@milbank.com 

 mprice@milbank.com 

Proposed Co-Counsel for Debtors in Possession 

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