____________________________________ 

James K. Donaldson, Esq. (VSB No. 80307) 

Vandeventer Black LLP 

Riverfront Plaza – West Tower 

901 East Byrd Street, Suite 1600 

Richmond, VA 23219 

(804) 237-8800 (telephone) 

(804) 237-8801 (facsimile) 

jdonaldson@vanblacklaw.com

Counsel to Pan Pacific Co., Ltd.

James Till, Esq. (admitted pro hac vice) 

LimNexus LLP 

707 Wilshire Boulevard, Suite 4600 

Los Angeles, CA 90017 

(213) 955-9500 (telephone) 

(213) 955-9511 (facsimile) 

James.Till@limnexus.com 

Counsel to Pan Pacific Co., Ltd.

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Gymboree Group, Inc., et al., 

Debtors. 

) 

) 

) 

) 

) 

) 

)

Chapter 11 

Case No. 19-30258-KLP (Joint Administration) 

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 

PLEASE TAKE NOTICE that on February 27, 2019, Pan Pacific Co., Ltd. (“Pan 

Pacific”) filed with the Court a Rule 2004 Motion of Pan Pacific for Authorization to Issue 

Document Requests, Notices, and Subpoenas for the Production of Documents and for Testimony 

by the Debtors (the “Motion”) in the above-captioned chapter 11 cases, and a copy of the Motion 

is included below. 

PLEASE TAKE NOTICE THAT your rights may be affected. You should read these 

papers carefully and discuss them with your attorney, if you have one in these bankruptcy cases. 

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

PLEASE TAKE NOTICE THAT in connection with these chapter 11 cases, an Order 

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

Granting Related Relief (ECF No. 78; the “Case Management Order”) was entered by the Court 

on January 17, 2019, which, among other things, prescribes the manner in which objections must 

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

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

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

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

to the relief requested in the Motion, then the Court may deem any opposition waived, treat the 

Motion as conceded and enter an order granting the relief requested in the Motion without further 

notice or a hearing. 

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PLEASE TAKE NOTICE THAT in accordance with Local Bankruptcy Rule 2004-1(B), 

any objection to the relief sought in the Motion must be filed with the Court on or before 7 days 

from the date of service of the Motion, which is March 6, 2019, or such shorter time as the 

Court may hereafter order, and of which you may receive subsequent notice, (the “Objection 

Deadline”), you must file with the Court, at the address shown below, a written objection pursuant 

to Local Bankruptcy Rules 2004-1 and 9013-1 and the Case Management Order: 

Clerk Of the Court 

U.S. Bankruptcy Court 

701 East Broad Street, Fourth Floor 

Richmond, VA 23219 

PLEASE TAKE NOTICE THAT you will receive further notice of a hearing, if any, on 

the Motion. If you fail to file timely a written response and to attend the hearing, if any, even if a 

response is timely filed, then the Court may consider any objection you may have as waived and 

enter an order granting the relief requested. 

PLEASE TAKE NOTICE THAT you should consult the Case Management Order before 

filing any written objection to the Motion. 

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 

Pan Pacific Co., Ltd. (“Pan Pacific”), by and through its undersigned counsel and pursuant 

to 11 U.S.C. §§ 105(a) and 1109(b) and Rules 2004, 9013, and 9016 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 2004-1 of the Local Rules for the 

U.S. Bankruptcy Court for the Eastern District of Virginia, files this motion (the “Motion”) seeking 

entry of an order (the “Order”) (i) authorizing Pan Pacific to issue to Gymboree Group, Inc. 

(together with all debtor affiliates, “Gymboree” or the “Debtors”) document requests, notices, and 

subpoenas duces tecum; (ii) compelling the Debtors’ responses to such document requests, notices, 

and subpoenas duces tecum; and (iii) compelling the Debtors to provide representative(s) for 

deposition testimony. In support, Pan Pacific states as follows: 

PRELIMINARY STATEMENT 

1. Prepetition, in late December 2018, the Debtors induced Pan Pacific to continue to 

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3 

develop, manufacture, and ship merchandise and apparel through written assurances that, with 

respect to Janie and Jack®, the Debtors would continue to pay invoices as they came due. With 

respect to Gymboree® and Crazy 8® branded goods, the Debtors assured Pan Pacific that they 

would pay Pan Pacific for goods currently being shipped. Relying on that statement, Pan Pacific 

shipped to the Debtors goods valued at not less than $1.15 million, including goods that the Debtors 

received within 20 days of the Petition Date. In addition, relying on the same assurances, Pan 

Pacific committed labor and other additional costs to produce goods valued at not less than $2.05 

million, which remain on hand and unsold. 

2. At this time, these chapter 11 cases present the distinct possibility of administrative 

insolvency, including the likelihood that § 503(b)(9) claims may have no recovery. The only filed 

version of the DIP budget provides no funds for satisfaction of § 503(b)(9) claims, or any other 

administrative claims regarding merchandise, that may be asserted by Pan Pacific or other 

vendors.1 As the Debtors proceed with GOB sales and liquidations of the Crazy 8® and 

Gymboree® brands and the fate of Janie and Jack® remains uncertain at best, the Debtors owe 

Pan Pacific over $10 million for goods sold and goods on order. Pan Pacific relied on Gymboree’s 

prepetition statements promising payment when Pan Pacific continued to deliver goods to the 

Debtors immediately before and during the § 503(b)(9) period. 

3. In turn, due to the Debtors’ limited solvency, and despite an administrative priority, 

the DIP facility and the Agency Agreement have subordinated Pan Pacific’s rights to proceeds 

from its merchandise received by the Debtors. Proceeds derived from goods produced and shipped 

by Pan Pacific will likely be exhausted after paying down the Debtors’ secured debt. Accordingly, 

 

1

 At the February 15, 2019 hearing, the colloquy concerning the UCC’s resolution of the DIP facility indicates that 

despite requests to include § 503(b)(9) claims in the DIP budget, those requests were denied, and absent a goingconcern sale that generates significant proceeds, § 503(b)(9) claimants will derive a recovery, if any, from avoidance 

action and commercial tort claim proceeds. (Feb. 15, 2019 Hrg. Tr. at 69:14 – 72:18.) 

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4 

Pan Pacific seeks information, documents, and testimony that relate to the prepetition statements 

and assurances that the Debtors made to Pan Pacific. 

BACKGROUND 

4. On or about December 20, 2018, the Debtors, through Gymboree’s Senior Director 

of Sourcing & Production, Kay Kawamoto, sent to Pan Pacific an e-mail on behalf of herself and 

Tricia Lesser, Gymboree’s Vice President, Global Sourcing and Production, with the subject line 

“Gymboree Vendor Update” (the “12/20 E-Mail”). (Exhibit A, attached hereto.) In relevant part, 

the 12/20 E-Mail states: 

Our Janie and Jack brand continues to perform well. With your partnership you 

have continued to provide high quality product that delights our customer. 

Please continue to ship Spring ‘19 orders, produce Summer ’19 product and cost 

and develop our Fall ’19 product. 

We will continue to pay invoices as they come due. 

For our other brands, we want to thank you for your partnership in cancelling 

Crazy 8 Summer ’19 orders and a portion of our Gymboree Summer ’19 volume. 

We will pay for any goods that you are currently shipping and are working with 

finance to determine payment schedule for overdue invoices. 

 (Ex. A, at 1.) 

5. At a time when the Debtors’ were actively seeking debtor-in-possession financing,2

the 12/20 E-Mail induced Pan Pacific to continue producing and shipping merchandise to the 

Debtors, across all three of the Debtors’ brands. 

6. On January 16, 2019 (the “Petition Date”), the first of the Debtors filed its petition 

for voluntary relief under chapter 11 of title 11 of the U.S. Code (the “Code”). (ECF No. 1.) 

 

2 See Lillian Rizzo, Gymboree Shops For Bankruptcy Financing As It Prepares Filing, WALL ST. JOURNAL, Dec. 19, 

2018, available at https://www.wsj.com/articles/gymboree-shops-for-bankruptcy-financing-as-it-prepares-filing11545267570?mod=mktw. 

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7. On January 23, 2019, the U.S. Trustee appointed the official committee of 

unsecured creditors (the “UCC”), of which Pan Pacific is a member. (ECF No. 126.) 

8. On February 1, 2019, Pan Pacific filed with the Court its Motion For (1) Adequate 

Assurance Of Payment, (2) Confirmation That All Post-Petition Goods Delivered To Debtor(s) 

Shall Be Treated As Allowed Administrative Claims, And (3) Related Relief (the “Adequate 

Protection Motion”). (ECF No. 172.) 

9. On February 5, 2019, Pan Pacific filed with the Court a Notice Of Amended 

Reclamation Demand Of Pan Pacific Co., Ltd. (the “Amended Reclamation Demand”). (ECF No. 

198.) The Amended Reclamation Demand requests reclamation with respect to goods shipped by 

Pan Pacific in the approximate amount of $2.1 million, which covers goods shipped on and after 

December 9, 2018. (ECF No. 198.) 

10. On February 20, 2019, the Court entered an Agreed Order regarding Pan Pacific’s 

Adequate Protection Motion, which, in summary, authorized Pan Pacific to sell to third-parties 

Crazy 8 and Gymboree brand merchandise, subject to certain restrictions. (ECF No. 383.) 

11. Pan Pacific’s unsecured claim totals approximately $10,253,243.45, of which 

$1,153,780.82 is entitled to administrative priority under § 503(b)(9), as Pan Pacific delivered, and 

the Debtors received, that value of goods within 20 days of the Petition Date. 

RELIEF REQUESTED 

12. Pan Pacific seeks authority to issue to the Debtors a subopoena duces tecum, 

compelling the Debtors to produce information and documents regarding the following topics: 

a. The identity of all persons that composed the 12/20 E-Mail; 

b. The identity of all persons that approved the 12/20 E-Mail and its statements and 

content; 

c. The identity of all persons that reviewed any draft(s) of the 12/20 E-Mail; 

d. The identity of all persons or entities that received the 12/20 E-Mail; 

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6 

e. A description, and copies of, any and all reports, statements, and other documents 

that substantiate Gymboree’s ability “to pay invoices as they come due” regarding 

Janie and Jack® merchandise; 

f. The identity of all persons or entities that composed, reviewed, and/or received any 

and all reports, statements, and other documents that substantiate Gymboree’s 

ability “to pay invoices as they come due” regarding Janie and Jack® merchandise; 

g. A description, and copies of, any and all reports, statements, and other documents 

that substantiate Gymboree’s ability to “pay for any goods that you are currently 

shipping . . .” regarding Crazy 8® and Gymboree® merchandise; 

h. The identity of all persons or entities that composed, reviewed, and/or received any 

and all reports, statements, and other documents that substantiate Gymboree’s 

ability to “pay for any goods that you are currently shipping . . .” regarding Crazy 

8® and Gymboree® merchandise; 

i. Copies of any and all communications and documents from the Debtors, including 

their agents or their advisors, regarding orders or instructions for goods, 

merchandise, and apparel sent to Pan Pacific on and after December 20, 2018; and 

j. Copies of any and all communications and correspondence between, on the one 

hand, the Debtors, including their agents or their advisors, and, on the other hand, 

third-parties or non-debtor entities regarding the topics described above. 

13. Further, Pan Pacific seeks authority from the Court compelling representative(s) of 

the Debtors, including any former employee(s) of the Debtors, to provide deposition testimony on 

or before March 29, 2019 regarding the topics, information, and documents described above. 

ARGUMENT 

14. As of the Petition Date, and at the time of filing this Motion, the Debtors’ chapter 

11 cases present little to no prospects for recovery by Pan Pacific, which, in reliance on the 12/20 

E-Mail, shipped apparel and merchandise to the Debtors in the run up to the Petition Date. 

15. In order to further investigate its rights, claims, and defenses, with respect to the 

Debtors, and potentially other parties-in-interest in these cases, Pan Pacific seeks information and 

documents that led to the composition and transmission of the 12/20 E-Mail, as described above. 

16. Pursuant to Rule 2004, Pan Pacific seeks information relating “to the acts, conduct, 

or property or to the liabilities and financial condition of the debtor, or to any matter which may 

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7 

affect the administration of the debtor’s estate . . . also relat[ing] to the operation of any business 

and the desirability of its continuance, the source of any money or property acquired or to be 

acquired by the debtor for purposes of consummating a plan and the consideration given or offered 

therefor, and any other matter relevant to the case or to the formulation of a plan.” Fed R. Bankr. 

P. 2004(b), (c); see also In re Almatis, No. 10-12308, 2010 Bankr. LEXIS 4243, at *3 (Bankr. 

S.D.N.Y. Nov. 24, 2010) (“The purpose of a Rule 2004 examination is to assist a party in interest 

in determining the nature and extent of the bankruptcy estate, revealing assets, examining 

transactions and assessing whether wrongdoing has occurred.”); In re Countrywide Home Loans, 

Inc., 384 B.R. 373, 400 (Bankr. W.D. Pa. 2008) (inquiry into any matter that may affect 

administration of estate “comfortably falls within the allowed limits under Rule 2004(b), that is, 

an inquiry into the liability of the respective debtor(s) and into any matter which may affect the 

administration of their respective estates”); In re Lufkin, 255 B.R. 204, 208 (Bankr. E.D. Tenn. 

2000) (“The purpose of a Rule 2004 examination is to determine the condition, extent, and location 

of the debtor’s estate in order to maximize distribution to unsecured creditors.”); In re Symington, 

209 B.R. 678, 684 (Bankr. D. Md. 1997) (Rule 2004’s “obvious purposes are the discovery of 

assets of the estate and the exposure of fraudulent conduct.”). 

17. Rule 2004 affords parties and creditors broad authority for pre-litigation discovery. 

See generally In re Wilson, 413 B.R. 300, 336 (Bankr. E.D. La. 2009). “Rule 2004 discovery is 

broader than discovery under the Federal Rules of Civil Procedure, and has fewer procedural 

safeguards.” In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 711 (Bankr. S.D.N.Y. 

1991); see also In re Yahweh Center, Inc., No. 16-04306-5, 2017 Bankr. LEXIS 193, at *1 (Bankr. 

E.D.N.C. 2017) (noting that “scope of inquiry permitted under Rule 2004 is very broad, practically 

unrestricted by the usual concepts of materiality and relevance”); In re Whitley, No. 10-10426CCase 19-30258-KLP Doc 439 Filed 02/27/19 Entered 02/27/19 19:01:34 Desc Main

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8 

7G, 2011 Bankr. LEXIS 4793, at *6-7 (M.D. N.C. Dec. 13, 2011) (noting that a “Rule 2004 

examination has long been considered a lawful ‘fishing expedition.’”) (internal citations omitted); 

see also Sweetland v. Szadkowski (In re Szadkowski), 198 B.R. 140, 141 (Bankr. D. Md.) (“A Rule 

2004 examination allows a broad ‘fishing expedition’ into an entity’s affairs for the purpose of 

obtaining information relevant to the administration of the bankruptcy estate.”). The Court also 

has the authority to require compliance with Rule 2004 subpoenas on an expedited basis. See, e.g., 

In re Mirant Corp., 326 B.R. 354, 356 (Bankr. N.D. Tex. 2005). 

18. Here, Gymboree’s 12/20 E-Mail induced Pan Pacific to continue to develop, 

manufacture, and ship merchandise to the Debtors. Gymboree assured Pan Pacific of payment 

with respect to the Janie and Jack® brand goods. Now, Pan Pacific may receive no payment with 

respect to those goods. Accordingly, Rule 2004 entitles Pan Pacific to investigate the Debtors’ 

liabilities and financial condition in the context of the 12/20 E-Mail, and the acts and conduct of 

the Debtors at that time. The same is true with respect to Gymboree’s assurance that it would pay 

for Crazy 8® and Gymboree® brand goods that were being shipped at that time. 

19. Further, as these chapter 11 cases teeter on the edge of administrative insolvency, 

and there is doubt whether administrative claims may be paid in full, these matters implicate the 

Debtors’ ability to consummate a plan. See 11 U.S.C. § 1129(a)(9)(A). Accordingly, these matters 

affect and implicate the administration of the Debtors’ estates. In short, Rule 2004 authorizes the 

relief that Pan Pacific seeks in this Motion. 

NOTICE 

20. Notice of this Motion has been provided in accordance with the Court’s Case 

Management Order. (ECF No. 78.) 

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9 

NO PRIOR REQUEST 

21. Pan Pacific has made no prior request for the relief sought in this Motion.

CONCLUSION 

22. Pan Pacific reserves all rights, claims, and defenses, including, without limitation, 

its rights under 11 U.S.C. §§ 361, 362, 363, 503, 510, 1112, and 1129 and Rules 2004 and 9016 

of the Federal Rules of Bankruptcy Procedure. Nothing herein shall be construed as a waiver of, 

or otherwise prejudice, Pan Pacific’s rights, claims, or defenses with respect to any matters or 

parties in interest.

WHEREFORE, Pan Pacific respectfully requests that the Motion be granted in its 

entirety, that the Court enter an Order substantially in the form attached hereto as Exhibit B, and 

that Pan Pacific be awarded such other relief that the Court deems proper. 

DATED: February 27, 2019 PAN PACIFIC CO., LTD. 

/s/ James Donaldson 

James K. Donaldson, Esq. (VSB No. 80307) 

Vandeventer Black LLP 

Riverfront Plaza – West Tower 

901 East Byrd Street, Suite 1600 

Richmond, VA 23219 

(804) 237-8800 (telephone) 

(804) 237-8801 (facsimile) 

jdonaldson@vanblacklaw.com

- and - 

James Till, Esq. (admitted pro hac vice) 

LimNexus LLP 

707 Wilshire Boulevard, Suite 4600 

Los Angeles, CA 90017 

(213) 955-9500 (telephone) 

(213) 955-9511 (facsimile) 

James.Till@limnexus.com 

Counsel for Pan Pacific Co., Ltd. 

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CERTIFICATE OF SERVICE 

I hereby certify that a true copy of the foregoing was served in accordance with the Case 

Management Order, including via first class, U.S. Mail, CM/ECF Notification and/or electronic 

means on February 27, 2019 to the following parties: 

Michael Condyles, Esq. 

Peter Barrett, Esq. 

Jeremy Williams, Esq. 

Brian Richardson, Esq. 

Kutak Rock LLP 

901 East Byrd Street, Suite 1000 

Richmond, VA 23219 

Dennis F. Dunne, Esq. 

Evan R. Fleck, Esq. 

Michael W. Price, Esq. 

Milbank LLP 

55 Hudson Yards 

New York, NY 10001 

Robert B. Van Arsdale, Esq. 

Office of the U.S. Trustee- Region 4 

701 East Broad Street, Suite 4304 

Richmond, VA 23219 

Austin Jowers, Esq. 

Christopher Boies, Esq. 

King & Spalding, LLP 

1185 Avenue of the Americas 

New York, NY 10036-4003 

Dion Hayes, Esq. 

Douglas Foley, Esq. 

Sarah Boehm, Esq. 

McGuireWoods LLP 

800 East Canal Street 

Richmond, VA 23219 

Julia Frost-Davies, Esq. 

Amelia C. Joiner, Esq. 

Morgan, Lewis & Bockius LLP 

One Federal Street 

Boston, MA 02110-1726 

Tyler P. Brown, Esq. 

Justin F. Paget, Esq. 

Hunton Andrews Kurth LLP 

Riverfront Plaza – East Tower 

951 East Byrd Street 

Richmond, VA 23219 

Christopher A. Jones, Esq. 

Michael E. Hastings, Esq. 

Jennifer E. Wuebker, Esq. 

Whiteford, Taylor & Preston, LLP 

901 E. Cary Street, Suite 500 

Richmond, VA 23219 

Robert J. Feinstein, Esq. 

Bradford J. Sandler, Esq. 

Pachulski Stang Ziehl & Jones LLP 

780 Third Avenue, 34th Floor 

New York, NY 10017-2024

Jeffrey N. Pomerantz, Esq. 

Pachulski Stang Ziehl & Jones LLP 

10100 Santa Monica Boulevard, 13th Floor 

Los Angeles, CA 90067-4100 

Gymboree Group, Inc. 

ATTN: Kimberly H. MacMillan, Esq. 

71 Stevenson Street, Suite 2200 

San Francisco, CA 94105 

/s/ James Donaldson

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EXHIBIT A - 12/20 E-MAIL

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1

Jed Donaldson

From: Kay Kawamoto <Kay_Kawamoto@gymboree.com>

Sent: Thursday, December 20, 2018 6:26 PM

Cc: Tricia Lesser

Subject: Gymboree Vendor Update

Follow Up Flag: ?? ??

Flag Status: Flagged

To Our Valued Vendors, 

Tricia and I want to provide you with an update. 

Our Janie and Jack brand continues to perform well. With your partnership you have continued to provide high quality 

product that delights our customer. 

Please continue to ship Spring ‘19 orders, produce Summer ’19 product and cost and develop our Fall ’19 product. 

We will continue to pay invoices as they come due. 

For our other brands, we want to thank you for your partnership in cancelling Crazy 8 Summer ’19 orders and a portion 

of our Gymboree Summer ’19 volume. 

We will pay for any goods that you are currently shipping and are working with finance to determine payment schedule 

for overdue invoices. 

If you would like to connect, please don’t hesitate to call or email. 

Thank you for your continued support. 

Sincerely, 

Kay Kawamoto 

Kay Kawamoto

Senior Director 

Sourcing & Production | Wovens

(415) 278-7230 

GYMBOREE GROUP

71 Stevenson Street, Suite 2200 | San Francisco, CA 94105 

______________________________________________________________________ 

This email has been scanned by the Symantec Email Security.cloud service. 

For more information please visit http://www.symanteccloud.com 

______________________________________________________________________ 

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EXHIBIT B – PROPOSED ORDER

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____________________________________ 

James K. Donaldson, Esq. (VSB No. 80307) 

Vandeventer Black LLP 

Riverfront Plaza – West Tower 

901 East Byrd Street, Suite 1600 

Richmond, VA 23219 

(804) 237-8800 (telephone) 

(804) 237-8801 (facsimile) 

jdonaldson@vanblacklaw.com

Counsel to Pan Pacific Co., Ltd.

James Till, Esq. (admitted pro hac vice) 

LimNexus LLP 

707 Wilshire Boulevard, Suite 4600 

Los Angeles, CA 90017 

(213) 955-9500 (telephone) 

(213) 955-9511 (facsimile) 

James.Till@limnexus.com 

Counsel to Pan Pacific Co., Ltd.

UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

In re: 

Gymboree Group, Inc., et al., 

Debtors. 

) 

) 

) 

) 

) 

) 

)

Chapter 11 

Case No. 19-30258-KLP (Joint Administration) 

ORDER GRANTING 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 

This matter is before the Court on Pan Pacific Co., Ltd.’s (“Pan Pacific”) “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” (the “Motion”; 

ECF No. _), filed with the Court on February 27, 2019, and seeking relief pursuant to 11 U.S.C. § 

105(a) and Rules 2004, 9013, and 9016 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), and Local Rule 2004-1 of the Local Rules for the U.S. Bankruptcy Court for 

the Eastern District of Virginia, as further described in the Motion; and the Court having 

jurisdiction to consider the Motion and relief requested under 28 U.S.C. §§ 157 and 1334; and that 

the Court may enter this Order on a final basis under Article III of the U.S. Constitution; and in 

consideration that the Motion and relief requested presents a core proceeding under 28 U.S.C. § 

157(b); and venue being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due 

and proper notice of the Motion having been provided; and no other or further notice needing to 

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2 

be provided; and, the Court having determined that the legal and factual bases set forth in the 

Motion establish just cause for the relief granted herein, which relief is fair and equitable; and 

upon all of the proceedings had before the Court, and after due deliberation and sufficient cause 

appearing therefor; 

THE COURT HEREBY ORDERS AS FOLLOWS:

1

1. The relief requested in the Motion is GRANTED, as set forth in this Order. Pan 

Pacific is authorized, but not directed, to issue subpoenas duces tecum, take depositions, and 

conduct such other discovery as may be necessary in order to obtain information, documents, and 

communications in connection with the 12/20 E-Mail, as described in the Motion. 

2. The Debtors are compelled to produce to Pan Pacific documents responsive to any 

such requests and/or subpoenas on or before 10 days after the date of service thereof. 

3. A representative(s) of the Debtors, including any former employee(s) of the 

Debtors, shall provide deposition testimony regarding the topics, information, and documents 

described in the Motion on or before March 29, 2019. 

4. Any objections to the relief sought in the Motion and granted in this Order that have 

not been adjourned, overruled, withdrawn, or resolved are overruled and denied in all respects on 

the merits. 

5. This Court shall retain exclusive jurisdiction with respect to any dispute arising 

under, arising from, or related to this Order, and the implementation and interpretation of its terms. 

6. Pan Pacific and the Debtors are authorized to take any steps necessary to implement 

the terms of this Order. 

 

1

 Where appropriate, conclusions of law shall be construed as findings of fact, and findings of fact shall be construed 

as conclusions of law. See Fed. R. Bankr. P. 7052. 

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3 

7. Any stay that would otherwise delay the effectiveness of this Order is hereby 

WAIVED, and this Order shall be effective immediately upon entry on the Court’s Docket. 

DATED: 

_________________________ 

U.S. BANKRUPTCY JUDGE 

ENTERED ON DOCKET: 

I Ask For This: 

/s/ 

James K. Donaldson, Esq. (VSB No. 80307) 

Vandeventer Black LLP 

Riverfront Plaza – West Tower 

901 East Byrd Street, Suite 1600 

Richmond, VA 23219 

(804) 237-8800 (telephone) 

(804) 237-8801 (facsimile) 

jdonaldson@vanblacklaw.com

- and - 

James Till, Esq. (admitted pro hac vice) 

LimNexus LLP 

707 Wilshire Boulevard, Suite 4600 

Los Angeles, CA 90017 

(213) 955-9500 (telephone) 

(213) 955-9511 (facsimile) 

James.Till@limnexus.com 

Counsel for Pan Pacific Co., Ltd. 

CERTIFICATION 

The undersigned certifies that the foregoing Order has been endorsed by, or served on, all 

necessary parties under Local Bankruptcy Rule 9022-1(C)(1). 

February _, 2019 /s/ 

4849-4896-9097, v. 6

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