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 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 the Reorganized Debtors

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

)

In re: ) Chapter 11

)

GEMSTONE SOLUTIONS GROUP, INC., et al., ) Case No. 19-30258 (KLP)

)

Reorganized Debtors. ) (Jointly Administered)

)

NOTICE OF FILING OF PROPOSED STIPULATION AND CONSENT ORDER 

REGARDING CLAIMS OF THE LOUISIANA DEPARTMENT OF REVENUE 

PLEASE TAKE NOTICE that the above-captioned reorganized debtors (collectively, 

the “Reorganized Debtors”) 1 hereby files a proposed Stipulation and Consent Order Regarding 

Claims of the Louisiana Department of Revenue (the “Proposed Order”) attached hereto as 

Exhibit A. The Reorganized Debtors intend to submit the Proposed Order through the Court’s 

electronic order submission process for entry in the above captioned case. 

PLEASE TAKE FURTHER NOTICE that copies of the Proposed Order, and all other 

documents filed in these chapter 11 cases are available free of charge by visiting the Reorganized 

Debtor’s restructuring website at https://cases.primeclerk.com/gym. You may also obtain copies 

1 The Reorganized Debtors in these cases, along with the last four digits of each Reorganized 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 Reorganized Debtors’ service address is P.O. Box 192976, San Francisco, California 94119. 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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2

of any pleadings filed in these chapter 11 cases for a fee via PACER at: 

http://www.vaeb.uscourts.gov in accordance with the procedures and fees set forth therein. 

Dated: January 28, 2021 /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 the Reorganized Debtors

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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Exhibit A 

Proposed Order 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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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 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 the Reorganized Debtors

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)

)

Reorganized Debtors. ) (Jointly Administered)

)

STIPULATION AND CONSENT ORDER REGARDING CLAIMS 

 OF THE LOUISIANA DEPARTMENT OF REVENUE 

Gemstone Solutions Group, Inc. (“GSGI”) f/k/a Gymboree Group, Inc., Gemstone 

Solutions RS, LLC (“GRRS”) f/k/a Gymboree Retails Stores, LLC, and Gemstone Solutions 

Operations, Inc. (“GSOI” and, together with GSGI and GRRS, “Gemstone”) f/k/a Gymboree 

Operations, Inc., reorganized debtors in the above-captioned cases and the Louisiana Department 

of Revenue (“Louisiana Department of Revenue”, and, together with Gemstone, the “Parties”), 

1

 The Reorganized Debtors, along with the last four digits of each Reorganized 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 

Reorganized Debtors’ service address is P.O. Box 192976, San Francisco, California 94119.

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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2 

each by counsel, hereby enter into this stipulation (this “Stipulation”), and stipulate and agree as 

follows: 

RECITALS 

WHEREAS, on January 16, 2019, Gemstone and its affiliated reorganized debtors 

(collectively, the “Reorganized Debtors”) filed for bankruptcy protection under chapter 11 in the 

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

WHEREAS, on the dates set forth in Schedule 1, the Louisiana Department of Revenue 

filed a number of proofs of claim, which asserted administrative, priority and/or general unsecured 

claims each as set forth in Schedule 1 (the “Asserted Claims”); 

WHEREAS, on March 4, 2019, the Bankruptcy Court entered the 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], 

which, among other things, authorized the sale of certain intellectual property (including the 

Gymboree name), required the Debtors to cease usage of the such intellectual property, and 

required the Reorganized Debtors to change the caption of the chapter 11 cases; 

WHEREAS, on August 9, 2019, the Bankruptcy Court entered the Order Approving 

Omnibus Relief in Aid of Administration of Post-Sale Residual Estates, Including Claim Settlement 

Procedures and Remaining Employee Severance Plan [Docket No. 957], authorizing the Clerk of 

the Bankruptcy Court to update the ECF filing system and records to reflect the changes of the 

Reorganized Debtors respective corporate names. 

WHEREAS, on December 23, 2020, the Reorganized Debtors filed the Debtors’ 

Eighteenth Omnibus Objection to Certain Misclassified Priority and Administrative Priority 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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3 

Claims [Docket No. 1912] (the “Objection”), in which the Debtors objected to Claim 3635 and 

Claim 3636; and 

WHEREAS, on December 23, 2020, the Reorganized Debtors filed the Notice of 

Satisfaction of Claim [Docket No. 1914] (the “Docket 1914 Notice of Satisfaction”), in which the 

Debtors notified the Louisiana Department of Revenue that Claim 266, Claim 269, Claim 3637, 

and Claim 3638 had been satisfied; and 

WHEREAS, on December 23, 2020, the Reorganized Debtors filed the Notice of 

Satisfaction of Claim [Docket No. 1915] (the “Docket 1915 Notice of Satisfaction” and, together 

with the Docket 1914 Notice of Satisfaction, the “Satisfaction Notices”), in which the Debtors 

notified the Louisiana Department of Revenue that Claim 268 and Claim 2736 had been satisfied; 

and 

WHEREAS, the Reorganized Debtors and the Louisiana Department of Revenue now 

wish to settle the issues presented in the Objection and Satisfaction Notices with respect to the 

Asserted Claims. 

SETTLEMENT 

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES 

CONTAINED HEREIN, AND FOR GOOD AND VALUABLE CONSIDERATION, THE 

RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOLWEDGED, IT IS HEREBY 

STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, THAT: 

1. The recitals set forth above are incorporated herein by this reference as though set 

forth herein at length. 

2. Based upon the Louisiana Department of Revenue’s receipt and review of the 

Reorganized Debtors’ tax returns and the orders entered by the Bankruptcy Court and referenced 

herein, the Debtors and the Louisiana Department of Revenue agree that the Asserted Claims shall 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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4 

be resolved in the manner set forth in Schedule 1 (the “Stipulated Manner of Claim Resolution”) 

in full and final satisfaction of the Asserted Claims. 

3. The Clerk of the Court and the Claims and Noticing Agent are hereby authorized 

to reflect the Stipulated Manner of Claim Resolution on the docket and claims register for the 

above-reference case or any affiliated case of a Reorganized Debtors (whether or not such case has 

been closed). 

4. Nothing contained herein shall be deemed a waiver of the right of the Reorganized 

Debtors to object to any claim other than those set forth on Schedule 1 (whether asserted by the 

Louisiana Department of Revenue or any other party). 

5. No modification or amendment of this Stipulation shall be valid unless it is in 

writing and signed by the Parties. 

6. This Stipulation may be executed in one or more counterparts, by .pdf or other 

electronic transmission, each of which shall be deemed an original, but all of which together shall 

constitute one and the same instrument. 

7. This Stipulation and Consent Order shall be effective and binding on the Parties 

and all parties in interest once signed by the Parties and so-ordered by the Bankruptcy Court. 

8. In the event of any dispute with respect to the subject matter of this Stipulation, the 

Parties agree that the Bankruptcy Court will have exclusive jurisdiction to resolve such dispute. 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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5 

IN WITNESS WHEREOF and in agreement herewith, by and through the undersigned, the 

Parties have executed and delivered this Stipulation as of the date first set forth below. 

Dated: January 27, 2021 

GEMSTONE SOLUTIONS GROUP, INC. 

REORGANIZED DEBTORS 

By: /s/ Brian H. Richardson 

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 the Reorganized Debtors

LOUISIANA DEPARTMENT OF REVENUE 

By: _/s/ Florence Bonaccorso-Saenz_ 

Name: Florence Bonaccorso-Saenz 

Title: Senior Bankruptcy Counsel 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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6 

SO ORDERED 

Dated: ________________________ 

Richmond, Virginia HONORABLE KEITH L. PHILLIPS 

UNITED STATES BANKRUPTCY JUDGE 

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/ Brian H. Richardson 

Case 19-30258-KLP Doc 1921 Filed 01/28/21 Entered 01/28/21 11:30:25 Desc Main

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7 

Schedule 1 

ASSERTED CLAIMS 

Proof of 

Claim 

Number

Date 

Filed 

Debtor Asserted 

Administrative 

or Priority 

Amount 

Subject to 

Reorganized 

Debtors’ 

Objection or 

Satisfaction 

Notices 

Stipulated Manner 

of Claim Resolution 

3635 4/28/2020 Gemstone 

Solutions 

Operations, 

Inc. 

$5,603.25 Objection Withdrawn by 

Louisiana Department 

of Revenue on 

11/16/20 – Claims 

register to be updated 

to reflect the same.

3636 4/28/2020 Gemstone 

Solutions 

RS, LLC 

$1,100.00 Objection Agreed to be 

expunged. Claims 

register to be updated 

to reflect the same.

266 2/20/2019 Gemstone 

Solutions 

Operations, 

Inc.

$679.16 Docket 1914 

Notice of 

Satisfaction 

Claim has been 

satisfied. Claims 

register to be updated 

to reflect the same.

269 2/20/2019 Gemstone 

Solutions 

Group, Inc.

$1,584.10 Docket 1914 

Notice of 

Satisfaction 

Claim has been 

satisfied. Claims 

register to be updated 

to reflect the same.

3637 4/28/2020 Gemstone 

Solutions 

Group, Inc.

$283.67 Docket 1914 

Notice of 

Satisfaction 

Claim has been 

satisfied. Claims 

register to be updated 

to reflect the same.

3638 4/28/2020 Gemstone 

Solutions 

Operations, 

Inc.

$13.16 Docket 1914 

Notice of 

Satisfaction 

Claim has been 

satisfied. Claims 

register to be updated 

to reflect the same.

268 2/20/2019 Gemstone 

Solutions 

RS, LLC 

$890.00 Docket 1915 

Notice of 

Satisfaction 

Withdrawn by 

Louisiana Department 

of Revenue on 4/13/20 

– Claims register to be 

updated to reflect the 

same.

2736 4/16/2019 Gemstone 

Solutions 

Operations, 

LLC

$1,163.00 Docket 1915 

Notice of 

Satisfaction 

Agreed to be 

expunged. Claims 

register to be updated 

to reflect the same.

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