144512.00013

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 LLP

Jeremy S. Williams, Esq. (VA 77469) 

Brian H. Richardson, Esq. (VA 92477) 

55 Hudson Yards KUTAK ROCK LLP 

New York, New York 10001 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 

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) 

) 

PROPOSED AGENDA FOR MATTERS SCHEDULED 

FOR MAY 1, 2019, AT 1:00 P.M. (PREVAILING EASTERN TIME) 

I. NEW MOTIONS 

1. “Debtors’ Exclusivity Extension Motion.” Debtors’ Motion for Entry of An Order 

Extending their Exclusive Periods to File a Chapter 11 Plan and Solicit Acceptances 

Thereof [Docket No. 658] 

 Responses Received: None 

 Related Document: 

A. Notice of Motion and Notice of Hearing [Docket No. 659] 

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

 

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. 
244512.00013

2. “Debtors’ Unexpired Lease Extension Motion.” Debtors’ Motion for Entry of an Order 

Extending the Time Within Which the Debtors Must Assume or Reject Unexpired Leases of 

Nonresidential Real Property [Docket No. 660] 

Responses Received: None 

Related Document: 

A. Notice of Motion and Notice of Hearing [Docket No. 661] 

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

II. ADJOURNED MATTERS 

1. “Deutsche Bank 2004 Examination.” Motion of Deutsche Bank Trust Company 

Americas, Former Indenture Trustee for the 9.125% Senior Notes Due 2018, For Entry of 

an Order Authorizing the Examination of Certain Parties Pursuant to Rule 2004 of the 

Federal Rules of Bankruptcy Procedure [Docket No. 404] 

 Responses Received: 

A. Limited Objection to Motion of Deutsche Bank Trust Company 

Americas, Former Indenture Trustee for the 9.125% Senior Notes 

Due 2018, for Entry of an Order Authorizing the Examination of 

Certain Parties Pursuant to Rule 2004 of the Federal Rules of 

Bankruptcy Procedure [Docket No. 510] 

B. Objection of SSIG to Motion of Deutsche Bank Trust Company 

Americas, Former Indenture Trustee for the 9.125% Senior Notes 

Due 2018, for Entry of an Order Authorizing the Examination of 

Certain Parties Pursuant to Rule 2004 of the Federal Rules of 

Bankruptcy Procedure [Docket No. 521] 

C. Limited Objection with Respect to 2004 Motion [Docket No. 522]

D. Corrected Objection of SSIG to Motion of Deutsche Bank Trust 

Company Americas, Former Indenture Trustee for the 9.125% 

Senior Notes Due 2018, For Entry of an Order Authorizing the 

Examination of Certain Parties Pursuant to Rule 2004 of the 

Federal Rules of Bankruptcy Procedure [Docket No. 525]

Related Documents: 

A. Notice Motion of Deutsche Bank Trust Company Americas, Former 

Indenture Trustee for the 9.125% Senior Notes Due 2018, For Entry 

of an Order Authorizing the Examination of Certain Parties 
344512.00013

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy 

Procedure [Docket No. 405]

B. Joinder of the Official Committee of Unsecured Creditors and 

Response in Support of the Motion of Deutsche Bank Trust Company 

Americas, Former Indenture Trustee for the 9.125% Senior Notes 

Due 2018, for Entry of an Order Authorizing the Examination of 

Certain Parties Pursuant to Rule 2004 of the Federal Rules of 

Bankruptcy Procedures [Docket No. 437] 

C. Notice of Hearing of the Motion of Deutsche Bank Trust Company 

Americas, Former Indenture Trustee for the 9.125% Senior Notes 

Due 2018, For Entry of an Order Authorizing the Examination of 

Certain Parties Pursuant to Rule 2004 of the Federal Rules of 

Bankruptcy Procedure [Docket No. 562]

D. Reply Memorandum of Deutsche Bank Trust Company Americas, 

Former Indenture Trustee, in Further Support of Rule 2004 Motion

[Docket No. 616]

 Docket Entries: 

A. Hearing Motion Granted in part and continued. Hearing scheduled 

for 05/01/2019 at 01:00 PM at Judge Phillips’ Courtroom, 701 E. 

Broad St., Rm. 5100, Richmond, Virginia. [Docket No. 638] 

Status: The parties have agreed to adjourn this matter until May 30, 2019. 

In connection with this adjournment, Bank of America and SSIG are 

in the process of document production and related depositions are 

scheduled for May 23, 2019. 

2. “Pan Pacific 2004 Examination.” Notice of and Rule 2004 Motion of Pan Pacific Co., 

Ltd. For Authorization to Issue Document Requests, Notices, and Subpoenas for the 

Production of Documents and for Testimony by the Debtors [Docket No. 439] 

Responses Received: 

A. Limited Objection to Rule 2004 Motion of Pan Pacific Co., Ltd. for 

Authorization to Issue Document Requests, Notices, and Subpoenas 

for the Production of Documents and for Testimony by the Debtors 

[Docket No. 542] 

Related Document: 

A. Notice of Hearing on the Rule 2004 Motion of Pan Pacific Co., Ltd. 

for Authorization to Issue Document Requests, Notices, and 
444512.00013

Subpoenas for the Production of Documents and for Testimony by 

the Debtors [Docket No. 576] 

Docket Entries: 

A. Hearing Motion Granted in part and continued. Hearing scheduled 

for 05/01/2019 at 01:00 PM at Judge Phillips’ Courtroom, 701 E. 

Broad St., Rm. 5100, Richmond, Virginia. [Docket No. 639] 

Status: The parties have agreed to adjourn this matter. In connection with 

this adjournment, the parties are working consensually on document 

production. 

III. ADVERSARY PROCEEDING 

1. “Pocrass Adversary.” Order Further Continuing Hearing on Debtors’ Motion to Stay 

Adversary Proceeding and Pre-Trial Conference [Docket No. 36, Adv. Case No. 19-

03010] 

Responses Received: None 

Related Documents: 

A. Adversary Class Action Complaint [Docket No. 1, Adv. Case No. 

19-03010] 

B. Debtors’ Motion to Stay Adversary Proceeding [Docket No. 6, Adv. 

Case No. 19-03010] 

C. First Amended Adversary Class Action Complaint [Docket No. 14, 

Adv. Case No. 19-03010] 

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

Adversary Proceeding [Docket No. 18, Adv. Case No. 19-03010] 

E. Order [Docket No. 32, Adv. Case No. 19-03010] 

Status: The Hearing and Pre-Trial Conference scheduled for April 24, 2019 

have been continued by agreement and are scheduled for May 1, 2019 

at 1:00 p.m. (prevailing Eastern Time). These matters are going 

forward. 
544512.00013

IV. SALE MATTERS 

1. “Cure Objections.” Notice of Adjournment of Unresolved Cure Objections to Wednesday, 

May 1, 2019 at 1:00 P.M. (Prevailing Eastern Time) [Docket No. 631] 

Responses Received: None 

Related Documents: 

A. Order (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. 76]

B. Notice of Possible Assumption and Assignment of Certain Executory 

Contracts and Unexpired Leases in Connection with Sale [Docket 

No. 144] 

a. Supplemental Notice of Possible Assumption and Assignment of 

Certain Executory Contracts and Unexpired Leases in 

Connection with Sale [Docket No. 460]

C. The Taubman Landlords’ Precautionary Objection to the Notice of 

Possible Assumption and Assignment of Certain Executory 

Contracts and Unexpired Leases, and Cure Claim Objection 

[Docket No. 202] 

D. Limited Objection of Landlord, Palm Beach Mall Holdings LLC, to 

Debtors’ Notice of Possible Assumption and Assignment of Certain 

Executory Contracts and Unexpired Leases in Connection with Sale 

[Docket No. 210]

E. Objection and Reservation of Rights of Flow Commerce Inc. to the 

Debtors’ Notice of Possible Assumption and Assignment of Certain 

Executory Contracts and Unexpired Leases in Connection with Sale 

[Docket No. 212] 

F. Objection by Westfield, LLC and Affiliates to Proposed Sale, 

Assumption and Assignment of Unexpired Leases and Proposed 

Cure Amounts [Docket No. 214] 
644512.00013

G. Objection of Bellevue Square, LLC to Debtors’ Notice of Possible 

Assumption and Assignment of Certain Executory Contracts and 

Unexpired Leases in Connection with Sale [Docket No. 222] 

H. CBL & Associates Management, Inc. Limited Objection to Debtor’s 

Stated Cure Amounts [Docket No. 223] 

I. Objection of Federal Realty Investment Trust, PGIM Real Estate, 

Retail Properties of America, Inc., Starwood Retail Partners LLC, 

The Forbes Company, The Macerich Company, and TYBAB 

Partners LLC to Debtors’ Notice of Possible Assumption and 

Assignment of Certain Executory Contracts and Unexpired Leases 

in Connection with Sale [Docket No. 230] 

J. Limited Objection of BP Prucenter Acquisition LLC and OWRF 

Carmel LLC to Notice of Possible Assumption and Assignment of 

Certain Executory Contracts and Unexpired Leases in Connection 

with Sale [Docket No. 231] 

K. Objection of salesforce.com, Inc. to Proposed Assumption and 

Assignment of Certain Executory Contracts and Notice of Cure 

Costs, and Reservation of Rights in Connection with the Pending 

Sale(s) [Docket No. 233] 

L. Objection of Brookfield Property REIT Inc., RREEF Management 

L.L.C., SITE Centers Corp., and Turnberry Associates to Proposed 

Notice of Possible Assumption and Assignment of Certain Executory 

Contracts and Unexpired Leases in Connection with Sale [Docket 

No. 235] 

M. Objection and Reservation of Rights of Washington Prime Group 

Inc. to the Cure Amount Proposed in the Debtors’ Notice of Possible 

Assumption and Assignment of Certain Executory Contracts and 

Unexpired Leases in Connection with Sale [Docket No. 236]

N. Objection and Reservation of Rights of Greater Lakeside LLC to the 

Debtors’ Notice of Possible Assumption and Assignment of Certain 

Executory Contracts and Unexpired Leases in Connection with Sale 

[Docket No. 237]

O. Oracles Limited Objection To And Reservation Of Rights Regarding 

(1) 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) 
744512.00013

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 (“Sale Motion”); and (2) 

Notice of Possible Assumption and Assignment of Certain Executory 

Contracts and Unexpired Leases in Connection with Sale 

(“Assumption Notice”) [Docket No. 238] 

P. Vestar Green Valley, LLC’s Objection to Proposed Sale, 

Assumption and Assignment of Unexpired Leases and Proposed 

Cure Amounts [Docket No. 239] 

Q. Objection of Teachers Insurance and Annuity Association of 

America to Cure Costs and Proposed Assumption of Unexpired 

Leases [Docket No. 244]

R. Limited Objection and Reservation of Rights of Simon Property 

Group, L.P. to Debtors’ Notice of Possible Assumption and 

Assignment of Certain Executory Contracts and Unexpired Leases 

in Connection with Sale [Docket No. 250]

S. Limited Objection of Landlord, Palm Beach Mall Holdings LLC, to 

Possible Assumption and Assignment of Lease [Docket No. 312] 

T. Aerin LLC Limited Objection to and Reservation of Rights 

Regarding (1) 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 (“Sale 

Motion”); and (2) Notice of Possible Assumption and Assignment of 

Certain Executory Contracts and Unexpired Leases in Connection 

with Sale (“Assumption Notice”) [Docket No. 335]

U. Objection of the Chubb Companies to 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. 341] 
844512.00013

V. Objection of Federal Realty Investment Trust, PGIM Real Estate, 

Retail Properties of America, Inc., Starwood Retail Partners LLC, 

The Forbes Company, The Macerich Company, and TYBAB 

Partners, LLC to 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. 346] 

W. Limited Objection of Landlord, GFM, LLC to Notice of Possible 

Assumption and Assignment of Certain Executory Contracts and 

Unexpired Leases in Connection with Sale [Docket No. 385]

X. Notice of Auction (Setting the Time to 10:00 AM) [Docket No. 387] 

a. Notice of Adjournment of Auction to Wednesday, February 27, 

2019 at 10:00 A.M. (Prevailing Eastern Time) [Docket No. 409] 

b. Notice of Adjournment of Auction to Thursday, February 28, 

2019 at 10:00 A.M. (Prevailing Eastern Time) [Docket No. 428] 

c. Amended Notice of Adjournment of Auction to Thursday, 

February 28, 2019 at 10:00 A.M. (Prevailing Eastern Time)

[Docket No. 429] 

d. Notice of Adjournment of Auction to Friday, March 1, 2019 at 

9:00 A.M. (Prevailing Eastern Time) and Extension of Adequate 

Assurance Objection Deadline to Monday March 4, 2019 at 

11:00 A.M. (Prevailing Eastern Time) [Docket No. 440] 

Y. Objection of Brookfield Property REIT Inc., RREEF Management 

L.L.C., SITE Centers Corp. and Turnberry Associates to Proposed 

Assumption and Assignment of Leases [Docket No. 434]

Z. Objection of Landlord, GFM, LLC and Caruso Management Co., 

Ltd., to Possible Assumption and Assignment of Lease and 

Reservation of Rights [Docket No. 452]

AA. Notice of Successful Bidders, Sale Hearing, and Adjournment of the 

Adequate Assurance Objection Deadline [Docket No. 455]
944512.00013

a. Amended Notice of Successful Bidders, Sale Hearing, and 

Adjournment of the Adequate Assurance Objection Deadline 

[Docket No. 457]

BB. Supplemental Declaration of James Doak in Support of Debtors’ 

Motion for Approval of Bidding Procedures, Entry of One or More 

Sale Orders, and Related Relief [Docket No. 463] 

CC. Notice of Adjournment of Cure Objections to Thursday, April 11, 

2019 at 10:00 A.M. (Prevailing Eastern Time) [Docket No. 461]

DD. Notice of Filing of Proposed Sale Orders [Docket No. 472]

EE. Order (I) Approving the Sale of Certain J&J Assets Free and Clear 

of Liens, Claims, Interests and Encumbrances and (II) Approving 

the Assumption and Assignment of Executory Contracts and 

Unexpired Leases in Connection therewith; and (III) Granting 

Related Relief [Docket No. 484]

FF. Order (I) Approving the Sale of Certain Gymboree and Crazy 8 

Assets Free and Clear of Liens, Claims, Interests and 

Encumbrances and (II) Approving the Assumption and Assignment 

of Executory Contracts and Unexpired Leases in Connection 

therewith; and (III) Granting Related Relief [Docket No. 487] 

GG. Notice of Closing Date of J&J Sale [Docket No. 494]

HH. The Taubman Landlords’ Amended Precautionary Objection to the 

Notice of Possible Assumption and Assignment of Certain Executory 

Contracts and Unexpired Leases, and Cure Claim Objection 

[Docket No. 524]

II. Aerin LLC’s Objection to Supplemental Notice of Possible 

Assumption and Assignment of Certain Executory Contracts and 

Unexpired Leases in Connection with Sale [Docket No. 531]

JJ. Notice of Closing Date of Sale of Gymboree and Crazy 8 Assets to 

TCP Brands, LLC [Docket No. 614]

KK. Notice of Adjournment of Unresolved Cure Objections to Thursday, 

May 30, 2019 at 1:00 P.M. (prevailing Eastern Time) [Docket No. 

698]

Status: The Debtors continue to work to reconcile cure amounts with counterparties 

to assumed contracts and leases. Any unresolved issues are adjourned to May 30, 

2019. 
1044512.00013

Dated: April 29, 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 

 -and- 

 

Dennis F. Dunne, Esq. (admitted pro hac vice) 

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

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

MILBANK LLP 

55 Hudson Yards 

New York, New York 10001 

Telephone: (212) 530-5000 

Facsimile: (212) 530-5219 

 Email: ddunne@milbank.com 

 efleck@milbank.com 

 mprice@milbank.com 

 

Co-Counsel for Debtors in Possession