44512.00003

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

)

GEMSTONE SOLUTIONS GROUP, INC., et al.,

1 ) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

DEBTORS’ MOTION TO APPROVE RULE 9019 COMPROMISE 

 WITH U.S. BANK NATIONAL ASSOCIATION 

The above-captioned debtors in possession (collectively, the “Debtors”), by counsel, 

respectfully move the Court for entry of an order, substantially in the form attached hereto as 

Exhibit A, approving a settlement and compromise with U.S. Bank National Association (“U.S. 

Bank,” and together with the Debtors, the “Parties”) regarding that certain Co-Branded Credit Card 

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

are: Gemstone Solutions Group, Inc. f/k/a Gymboree Group, Inc. (6587); Gemstone Solutions Intermediate 

Corporation f/k/a Gymboree Intermediate Corporation (1473); Gemstone Solutions Holding Corporation 

f/k/a Gymboree Holding Corporation (0315); Gemstone Solutions Wholesale, Inc. f/k/a Gymboree 

Wholesale, Inc. (6588); Gemstone Solutions Mark, Inc. f/k/a Gym-Mark, Inc. (6459); Gemstone Solutions 

Operations, Inc. f/k/a Gymboree Operations, Inc. (6463); Gemstone Solutions Distribution, Inc. f/k/a 

Gymboree Distribution, Inc. (8669); Gemstone Solutions Manufacturing, Inc. f/k/a Gymboree 

Manufacturing, Inc. (6464); Gemstone Solutions RS, LLC f/k/a Gymboree Retail Stores, LLC (6461); 

Gemstone Solutions Card, LLC f/k/a Gym-Card, LLC (5720); and Gemstone Solutions PR, LLC f/k/a 

Gymboree Island, LLC (1215). The Debtors’ service address is P.O. Box 192976, San Francisco, California 

94119. 

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Agreement (as amended, supplemented and/or modified, the “Agreement”) to allow, among other 

things, U.S. Bank to use certain trademarks and marketing material owned by the Debtor’s 

predecessors in interest in connection with the issuance of credit cards pursuant to the Gymboree 

Card Program (as defined in the Agreement), pursuant to Rule 9019 of the Federal Rules of 

Bankruptcy Procedure (the “Rule(s)”). In support thereof, the Debtors state as follows: 

BACKGROUND 

1. On January 16, 2019 (the “Petition Date”), the Debtors commenced these cases by 

filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 

§§ 101-1532 (as amended, the “Bankruptcy Code”). The Debtors’ cases have been consolidated 

for procedural purposes only and are being administered jointly. 

2. The Debtors are authorized to continue to operate their business and manage their 

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

On January 23, 2019, the United States Trustee for the Eastern District of Virginia appointed an 

official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code. No 

request for the appointment of a trustee or examiner has been made. 

3. The Debtors’ predecessors in interest entered into the Agreement with U.S. Bank 

to participate in a program involving the issuance of co-branded Visa credit cards to eligible 

individuals. Under the Agreement, U.S. Bank issued such cards bearing the Debtors’ trademarks 

and performed related services to support the card issuance program. 

4. On January 14, 2019, just prior to the Petition Date, U.S Bank issued a notice of 

non-renewal of the Agreement to the Debtors. However, the Debtors became aware that U.S. Bank 

was withholding significant payments that the Debtors believed were owing under the terms of the 

Agreement. U.S. Bank disputed the Debtors’ interpretation of the Agreement and asserted that no 

such amounts are owing. 

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SETTLEMENT

5. U.S. Bank and the Debtors desire to resolve all remaining disputes between them 

related to the Agreement and to agree to mutual releases of all claims arising out of or in connection 

with the Agreement. The parties have agreed to the settlement reflected in the stipulation attached 

hereto as Exhibit B (the “Stipulation”) and summarized as follows:2

a. Payment to Gemstone. U.S. Bank agrees to pay the Debtors the amount 

of $184,981.94 (the “Payment”) in immediately available funds on or before 

fourteen days after the Effective Date of the Stipulation via wire transfer. 

b. Mutual Release. (i) Upon receipt of the Payment, the Debtors, their estates, 

and, to the extent the Debtors have authority to bind them, their affiliates, 

successors, assigns, trustees, agents, consultants, heirs, directors, officers, 

employees, shareholders, executives, servants, attorneys, accountants, 

partners, representatives and other related persons and entities, in such 

capacities (collectively, the “Gemstone Releasing Parties”), will 

unequivocally release and forever discharge U.S. Bank and any of its 

affiliates, successors, assigns, trustees, agents, consultants, heirs, directors, 

officers, employees, shareholders, executives, servants, attorneys, 

accountants, partners, representatives, and other related persons and 

entities, in such capacities (collectively, the “U.S. Bank Released Parties”), 

from any and all rights, claims, demands, actions, liabilities, causes of 

action, costs, losses, liens, debts, damages, dues, accounts, sum or sums of 

money, covenants, contracts, agreements, expenses, judgments, extents, 

executions, awards, bonds, bills, specialties, reckonings, demands and suits 

of every nature, kind and description whatsoever, either at law, in admiralty, 

in equity or otherwise, whether known or unknown, foreseen or unforeseen, 

suspected or unsuspected, fixed or contingent, disclosed or undisclosed, 

matured or unmatured, material or immaterial, whether individual, class, 

derivative or representative, and whether or not asserted or raised and 

existing, or alleged to exist or to have existed, at any time from the 

beginning of the world to and including the Effective Date, in each case 

arising out of or in connection with the Agreement, against any of the U.S. 

Bank Released Parties. For avoidance of doubt and notwithstanding any 

provision of this paragraph, the Gemstone Releasing Parties will not in any 

way release or discharge the U.S. Bank Released Parties or any other party 

from any claim, cause of action, duty or obligation of any type whatsoever 

2 This summary provides only a general overview of the Stipulation and does not contain all the relevant terms. To 

determine all relevant terms, a complete review should be conducted of the Stipulation and in the event of any 

inconsistency between this summary and the actual terms of the Stipulation, the terms of the Stipulation shall 

control. 

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(including, but not limited to, all suits, debts, dues, sums of money, 

accounts, reckonings, bonds, bills, specialties, covenants, contracts, 

controversies, agreements, promises, variances, trespasses, damages, 

judgments, extents, execution claims, and demands of any kind whatsoever, 

at law, in admiralty, or in equity, whether accrued or not and whether known 

or unknown), which is unrelated to the Agreement or relates to or arises in 

connection with any checking account, savings account, deposit account, 

trust account, investment account, credit card account, guaranty, or 

mortgage the Gemstone Released Parties have at or with U.S. Bank (or any 

of U.S. Bank’s affiliates, parents, subsidiaries, predecessors, successors and 

assigns) or any other banking, investment, credit, financing, or other 

relationship or arrangement between a Gemstone Released Party and U.S. 

Bank (or any of U.S. Bank’s affiliates, parents, subsidiaries, predecessors, 

successors and assigns). 

(ii) On the Effective Date, U.S. Bank and, to the extent it has authority to 

bind them, any of its affiliates, successors, assigns, trustees, agents, 

consultants, heirs, directors, officers, employees, shareholders, executives, 

servants, attorneys, accountants, partners, representatives, and other related 

persons and entities, in such capacities (collectively, the “U.S. Bank 

Releasing Parties”), will unequivocally release and forever discharge the 

Debtors, their estates, and their affiliates, successors, assigns, trustees, 

agents, consultants, heirs, directors, officers, employees, shareholders, 

executives, servants, attorneys, accountants, partners, representatives and 

other related persons and entities, in such capacities (collectively, the 

“Gemstone Released Parties”), from any and all rights, claims, demands, 

actions, liabilities, causes of action, costs, losses, liens, debts, damages, 

dues, accounts, sum or sums of money, covenants, contracts, agreements, 

expenses, judgments, extents, executions, awards, bonds, bills, specialties, 

reckonings, demands and suits of every nature, kind and description 

whatsoever, either at law, in admiralty, in equity or otherwise, whether 

known or unknown, foreseen or unforeseen, suspected or unsuspected, fixed 

or contingent, disclosed or undisclosed, matured or unmatured, material or 

immaterial, whether individual, class, derivative or representative, and 

whether or not asserted or raised and existing, or alleged to exist or to have 

existed, at any time from the beginning of the world to and including the 

Effective Date, in each case arising out of or in connection with the 

Agreement, against any of the Gemstone Released Parties. For avoidance 

of doubt and notwithstanding any provision of this paragraph, U.S. Bank 

will not in any way release or discharge the Gemstone Released Parties or 

any other party from any claim, cause of action, duty or obligation of any 

type whatsoever (including, but not limited to, all suits, debts, dues, sums 

of money, accounts, reckonings, bonds, bills, specialties, covenants, 

contracts, controversies, agreements, promises, variances, trespasses, 

damages, judgments, extents, execution claims, and demands of any kind 

whatsoever, at law, in admiralty, or in equity, whether accrued or not and 

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5

whether known or unknown), which is unrelated to the Agreement or relates 

to or arises in connection with any checking account, savings account, 

deposit account, trust account, investment account, credit card account, 

guaranty, or mortgage the Gemstone Released Parties have at or with U.S. 

Bank (or any of U.S. Bank’s affiliates, parents, subsidiaries, predecessors, 

successors and assigns) or any other banking, investment, credit, financing, 

or other relationship or arrangement between a Gemstone Released Party 

and U.S. Bank (or any of U.S. Bank’s affiliates, parents, subsidiaries, 

predecessors, successors and assigns). 

JURISDICTION 

6. This proceeding is a core proceeding pursuant to 28 U.S.C. § 157. 

7. The Court has subject matter and personal jurisdiction over all parties in interest 

pursuant to 28 U.S.C. § 1334. 

BASIS FOR RELIEF 

8. Bankruptcy Rule 9019 provides, in relevant part: 

On motion by the [debtor in possession] and after notice 

and a hearing, the court may approve a compromise or 

settlement. Notice shall be given to creditors, the United 

States trustee, . . . and indenture trustee as provided in Rule 

2002 and to any other entity as the court may direct.3

9. Compromises are tools for expediting the administration of the case and reducing 

administrative costs, and are favored in bankruptcy.4 The Debtors believe that the Stipulation 

represents a fair and reasonable compromise and settlement of the disputed issues regarding U.S. 

Bank. 

3 Fed. R. Bankr. P. 9019(a). 

4 See Official Comm. of Unsecured Creditors v. White Plains Joint Venture (In re Bond), No. 93-1410, 1994 U.S. 

App. LEXIS 1282, at *9–*14 (4th Cir. Jan. 26, 1994) (“To minimize litigation and expedite the administration of 

a bankruptcy estate, compromises are favored in bankruptcy.” (internal quotation marks omitted)); see also In re 

Frye, 216 B.R. 166, 172 (Bankr. E.D. Va. 1997) (citing Richardson v. Richardson, 10 Va. App. 391, 399 (1990)). 

(Continued...) 

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10. In order to approve a settlement under Bankruptcy Rule 9019, a court must 

determine that the settlement is in the “best interest of the estate” and is “fair and equitable.”5

Among the relevant factors considered by bankruptcy courts in the Eastern District of Virginia are 

“the interests of creditors with proper deference to their reasonable views” and “the complexity, 

time and expense of the litigation.”6 In determining whether to approve a proposed settlement, 

however, the Court should not substitute its judgment for that of the Debtors’.7 Instead, rather 

than conduct “a mini-trial” of the lawsuit at issue, “[t]he Court's fundamental determination is “. . 

. whether the settlement falls below the lowest point in the range of reasonableness.’”8

11. Here, the Debtors respectfully submit that the settlement memorialized in the 

Stipulation is fair, equitable and properly reflects the appropriate legal outcome. As an initial 

matter, the Stipulation is the product of good faith, arm’s-length negotiations between the Debtors 

and U.S. Bank. The Debtors, in an exercise of reasonable business judgment, believe this 

compromise to be in the best interest of the estate and creditors, and represents a means by which 

the parties can proceed in the most efficient manner possible to reconcile the issues under the 

Agreement and avoid additional administrative burden. 

12. The Debtors have provided notice of this Motion in accordance with the Order (I) 

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

Related Relief (the “Case Management Order”), [Docket No. 78], and submit that, in light of the 

5 In re Frye, 216 B.R. at 174. 

6 Shaia v. Three Rivers Wood, Inc. (In re Three Rivers Woods, Inc.), No. 99-3020-T, 2001 Bankr. LEXIS 737, at 

*17 (Bankr. E.D. Va. Mar. 20, 2001) (quoting In re Austin, 186 B.R. 397, 400 (Bankr. E.D. Va. 1995)). 

7 See In re Carla Leather, Inc., 44 B.R. 457, 465 (Bankr. S.D.N.Y. 1984). 

8 Three Rivers Woods, Inc., 2001 Bankr. LEXIS 737, at *17 (quoting In re Austin, 186 B.R. at 400 (internal 

quotation marks omitted)). 

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nature of the relief requested, no other or different notice or service of this Motion or the proposed 

order is necessary. 

REQUEST FOR WAIVER OF STAY

13. To implement the Stipulation, the Debtors seek a waiver of any stay of the 

effectiveness of the order approving this Motion. Pursuant to Bankruptcy Rule 6004(h), any “order 

authorizing the use, sale, or lease or property other than cash collateral is stayed until the expiration 

of 14 days after entry of the order, unless the court orders otherwise.” The Debtors submit that 

ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) to 

allow the Settlement Agreement to take effect immediately to bring finality to a pending dispute. 

Accordingly, the Debtors respectfully request a waiver of Bankruptcy Rule 6004(h) to the extent 

it is deemed applicable. 

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WHEREFORE, the Debtors, by counsel, hereby request the Court to approve the 

proposed compromise with U.S. Bank and grant such other relief as the Court deems just and 

proper. 

Dated: February 20, 2020 /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 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

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EXHIBIT A 

Proposed Order 

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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

)

GEMSTONE SOLUTIONS GROUP, INC., et al.,

9 ) Case No. 19-30258 (KLP)

)

Debtors. ) (Jointly Administered)

)

ORDER APPROVING DEBTORS’ RULE 9019 COMPROMISE 

WITH U.S. BANK NATIONAL ASSOCIATION 

Upon the motion (the “Motion”)10 of the above-captioned debtors in possession 

(collectively, the “Debtors”),for entry of an order (this “Order”) approving a settlement agreement 

(the “Stipulation”) between the Debtors and U.S. Bank National Association (“U.S. Bank”), 

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

are: Gemstone Solutions Group, Inc. f/k/a Gymboree Group, Inc. (6587); Gemstone Solutions Intermediate 

Corporation f/k/a Gymboree Intermediate Corporation (1473); Gemstone Solutions Holding Corporation 

f/k/a Gymboree Holding Corporation (0315); Gemstone Solutions Wholesale, Inc. f/k/a Gymboree 

Wholesale, Inc. (6588); Gemstone Solutions Mark, Inc. f/k/a Gym-Mark, Inc. (6459); Gemstone Solutions 

Operations, Inc. f/k/a Gymboree Operations, Inc. (6463); Gemstone Solutions Distribution, Inc. f/k/a 

Gymboree Distribution, Inc. (8669); Gemstone Solutions Manufacturing, Inc. f/k/a Gymboree 

Manufacturing, Inc. (6464); Gemstone Solutions RS, LLC f/k/a Gymboree Retail Stores, LLC (6461); 

Gemstone Solutions Card, LLC f/k/a Gym-Card, LLC (5720); and Gemstone Solutions PR, LLC f/k/a 

Gymboree Island, LLC (1215). The Debtors’ service address is P.O. Box 192976, San Francisco, California 

94119. 

10 Capitalized terms used but not defined herein shall have meanings set forth in the Motion. 

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attached as Exhibit B to the Motion, pursuant to Rule 9019 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”) and granting related relief, all as more fully set forth in the 

Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein 

pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Motion and the relief requested 

therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before the 

Court pursuant to 28 U.S.C. §§ 1408 and 1409; and proper notice of the Motion having been 

provided to all necessary and appropriate parties; and this Court having reviewed the Motion and 

having considered the statements in support of the relief requested therein at a hearing before the 

Court (the “Hearing”); the Court having found that the Debtors’ entry into the Settlement 

Agreement (i) represents a sound exercise of the Debtors’ business judgment, (ii) falls within the 

range of reasonableness, (iii) is fair and equitable and (iv) is in the best interests of the Debtors’ 

estates and creditors; and the Court having determined that the legal and factual bases set forth in 

the Motion and at the Hearing establish just cause for the relief granted herein. Based on the 

review of the Motion, the record and the related pleadings, the Court makes the following findings 

and conclusions: 

1. The Debtors, upon exercising its business judgment, have determined that the 

Stipulation is in the best interest of the Debtors’ creditors and estates. 

2. Notice of the Motion was properly served on all necessary parties. 

UPON DUE CONSIDERATION OF THE ABOVE, IT IS ORDERED, ADJUDGED 

AND DECREED THAT: 

1. The Motion is hereby granted. 

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2. Pursuant to Bankruptcy Rule 9019, the Stipulation is APPROVED, and the Debtors 

are authorized to enter into the Stipulation and perform all of their obligations thereunder, 

including granting the releases set forth therein. 

3. The Debtors are authorized to enter into, perform, execute, and deliver all other 

documents, and take all other actions, necessary to immediately effectuate the Stipulation between 

the parties thereto, in accordance with the terms, conditions, and agreements related thereto, all of 

which are hereby approved, and to otherwise effectuate the relief granted in this Order in 

accordance with the Motion. 

4. Any applicable stay of this Order is hereby waived. 

5. This Court shall retain jurisdiction with respect to the terms of the Stipulation and 

this Order. 

________________ 

Richmond, Virginia UNITED STATES BANKRUPTCY COURT JUDGE 

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WE ASK FOR THIS: 

/s/ DRAFT

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 

- 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 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C) 

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing 

proposed order has been endorsed by or served upon all necessary parties. 

/s/ DRAFT 

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EXHIBIT B 

Stipulation 

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