The Gymboree Corporation signs Restructuring Support Agreement with majority of its Term Loan Lenders

Company Continues to Operate Business As Usual Restructuring Facilitated through Voluntary Chapter 11 Filing Will Reduce Debt by Over $900 Million Vast Majority of Trade Creditors Critical to Business Expected to be Paid in Full Secures $35 Million in New-Money Financing to Support Operations

San Francisco, 2017-Jun-13 — /EPR Retail News/ — The Gymboree Corporation (the “Company” or “Gymboree”) today ( June 11, 2017) announced that it has signed a Restructuring Support Agreement (“RSA”) with a majority of its Term Loan Lenders, securing critical stakeholder support for a comprehensive financial restructuring and recapitalization of the Company that will reduce Gymboree’s debt by more than $900 million, establish a sustainable capital structure and position the Company for long-term success.

“The steps we are taking today allow the Company to definitively address its debt and enable the management team to turn its full focus toward executing our key strategies, including our Product, Brand and Omni-channel initiatives,” said Daniel Griesemer, President and CEO of Gymboree. “The support of our lenders and their new financing commitment underscores their confidence in the Company. We have three great brands, strong operations and dedicated employees, and throughout this process, we will continue to deliver superior service to our customers and put them at the center of all we do. We expect to move through this process quickly and emerge as a stronger organization that is better positioned in today’s evolving retail landscape, with the right size store footprint and greater financial flexibility to invest in Gymboree’s long-term growth.”

To facilitate the financial restructuring and recapitalization, Gymboree today has elected to file voluntary Chapter 11 petitions (the “filing”) with the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”).

Gymboree expects to operate its overall business and the majority of its stores as usual during its financial restructuring. To this end, the Company has secured commitments for $35 million in new-money debtor-in-possession (“DIP”) financing from a majority of its existing Term Loan Lenders and up to $273.5 million in additional DIP financing from the existing lenders under Gymboree’s asset backed loan credit facilities which, in addition to Gymboree’s ongoing cash flow, will ensure the Company is able to continue meeting its financial obligations throughout the Chapter 11 case.

Gymboree today filed its RSA in Bankruptcy Court, along with a series of first day motions seeking authority to pay employee wages and benefits, honor customer commitments and otherwise manage its day-to-day operations as usual.

Gymboree expects to pay vendors in the normal course for all goods and services delivered on or after June 11, 2017. Payment for goods and services delivered prior to the filing will be addressed through the Chapter 11 process. It is currently expected that trade vendors that are critical to the Company’s business will be paid in full for pre-petition claims under the terms of the Plan. The Company has also asked for authority to honor the pre-petition claims of its critical foreign and other critical vendors and expects to receive court approval for these requests.

Additionally, the Company announced today that Andrew North is stepping down as CFO for personal reasons. Mr. North will remain with the Company for a period of time as a consultant. Liyuan Woo, Director at AlixPartners, has been appointed as Interim Chief Financial Officer, while the Company searches for a replacement for Andrew North. James A. Mesterharm, Managing Director and Co-Lead Turnaround & Restructuring Services at AlixPartners, has been appointed as Chief Restructuring Officer.

“Liyuan and Jim bring significant financial and restructuring experience to Gymboree and we are pleased to have them join the team,” continued Daniel Griesemer. “On behalf of the Board, I would like to thank Andy for his leadership, hard work and dedication to Gymboree.” Additional information regarding Gymboree’s financial restructuring is available at www.gymboreerestructuring.com. Court filings and information about the claims process are available at https://cases.primeclerk.com/gymboree or by calling Gymboree’s claims agent, Prime Clerk, at 844-822-9233 (or 646-486-7945 for international calls) or by sending an email to gymboreeinfo@PrimeClerk.com.

Kirkland & Ellis LLP is serving as the Company’s legal counsel, AlixPartners LLP is serving as its financial advisor, and Lazard is serving as its investment bank.

About The Gymboree Corporation
The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of April 29, 2017, the Company operated a total of 1,281 retail stores: 582 Gymboree® stores (532 in the United States, 49 in Canada and 1 in Puerto Rico), 172 Gymboree Outlet stores (171 in the United States and 1 in Puerto Rico), 149 Janie and Jack® shops (148 in the United States and 1 in Puerto Rico) and 378 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com, and www.crazy8.com.

Forward-Looking Statements
This press release includes forward-looking statements, including the Company’s expectations regarding the development and results of its restructuring process, its liquidity, access to capital and business operations during the pendency of the bankruptcy proceedings. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project” and other words of similar meaning. Each forward-looking statement contained in this press release is based on assumptions and information available to the Company at the time of this press release. Forward-looking statements involve risks and uncertainty, including, but not limited to, the risk that the Company’s restructuring may not be consummated in a manner beneficial to the Company and its operations; risks and uncertainties associated with the length of time the Company will operate as a debtor-in-possession, which is not yet known; risks associated with the bankruptcy process and third-party motions in the Chapter 11 proceedings, which may hinder or delay the Company’s ability to consummate its restructuring; the ability of the Company to obtain and maintain normal terms with customers, suppliers and service providers; the Company’s ability to maintain contracts that are critical to its operations during Chapter 11 proceedings; the Company’s financial performance and results; availability of sufficient cash flow to operate the Company, including to fund capital expenditures, during the Chapter 11 proceedings; demand for its products; and the risk factors set forth in the Company’s Transition Report on Form 10-K for the 26 weeks ended July 30, 2016 as filed with the Securities and Exchange Commission on October 28, 2016 and in subsequent reports filed with the SEC.
The Company’s actual results could differ materially from those expressed in, or implied by, the forwardlooking statements. The Company can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if they do, what impact they will have on the Company’s results of operations and financial condition. The Company cautions investors to carefully consider the risks associated with, and not to place considerable reliance on, the forward-looking statements contained in this press release. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

Gymboree, Janie and Jack, and Crazy 8 are registered trademarks of The Gymboree Corporation.

Contacts:
Leigh Parrish / Joe Millsap
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449 / (415) 869-3950

Source: Gymboree

The Gymboree Corporation: Mark Breitbard to assume role of Chairman of the Board of Directors; will step down as CEO

SAN FRANCISCO, 2017-Jan-30 — /EPR Retail News/ — The Gymboree Corporation (“Gymboree” or the “Company”), today (January 26, 2017) announced that Mark Breitbard will assume the role of Chairman of the Board of Directors effective February 1, 2017, and will be stepping down as Chief Executive Officer, once a successor has been appointed.

“I have given serious thought to the evolving needs of The Gymboree Corporation as an organization, and I believe this is the right time for the Board of Directors to identify a new CEO to lead the Company forward as we continue to focus on the strategic plans for our brands,” said Breitbard.

The Board of Directors will initiate a search to identify a successor Chief Executive Officer to lead the Company going forward.

“The board is grateful to Mark for his passion, leadership and significant contributions to Gymboree during his tenure, especially for building a very talented management team that will help lead the future of the Company,” said Lew Klessel, a member of the Board of Directors.  “We are also excited that Mark will remain with the Company as Chairman and continue to serve as CEO to ensure a smooth transition.”

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree® stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack® shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com.

Cautionary Note Regarding Forward-Looking Statements

Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements as to: Mr. Breitbard’s plans to step down as Chief Executive Officer, the future plans and strategic direction of the Company and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” “will,” and similar expressions. Potential risks and uncertainties include, but are not limited to, such factors as: our ability to attract a new Chief Executive Officer and the timing of any such hire, the ability of the Company to execute its strategic plans, particularly in light of the Company’s weaker than anticipated results of operations and other risk factors relating to our industry and business as detailed from time to time in Gymboree’s filings with the United States Securities and Exchange Commission, including Item 1A under the heading “Risk Factors” in the Company’s Transition Report on Form 10-K for the transition period from January 31, 2016 to July 30, 2016, filed with the SEC on October 28, 2016. The Company cautions investors not to place considerable reliance on the forward-looking statements contained in this press release.

Source: Gymboree Corporation

The Gymboree Corporation to hold 1Q 2017 financial results conference call and webcast on December 8, 2016

San Francisco, Calif, 2016-Dec-05 — /EPR Retail News/ —  The Gymboree Corporation today announced it will hold a conference call and webcast to review first fiscal quarter 2017 financial results. The call will be held on Thursday, December 8, 2016, at 2:00 p.m. Pacific/5:00 p.m. Eastern.

To listen live over the internet, please log on to www.gymboree.com, click on “Company Information” at the bottom of the page, go to “Investors & Media” and then “Conference Calls & Webcasts.” A replay of the call will be available two hours after the broadcast through midnight PT, Thursday, December 22, 2016, at 855-859-2056, passcode 61967993.

About The Gymboree Corporation
The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree® stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack® shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com.

Gymboree, Janie and Jack, and Crazy 8 are registered trademarks of The Gymboree Corporation.

Investor Relations contact:
Tel: 415-278-7933
investor_relations@gymboree.com

Media Relations contact:
Tel: 415-278-7493
media_relations@gymboree.com

Source: The Gymboree Corporation

The Gymboree Corporation’s Tender Offer expired at 11:59 p.m., New York City time, on May 23, 2016

San Francisco, Calif., 2016-May-26 — /EPR Retail News/ — The Gymboree Corporation (the “Company”) announced today the expiration, final results and final settlement of its previously announced tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its outstanding 9.125% senior unsecured notes due 2018 (the “Notes,” CUSIP No. 403777AB1) that it can purchase for $40,000,000, excluding accrued interest. The Tender Offer expired at 11:59 p.m., New York City time, on May 23, 2016 (the “Expiration Time”).

The cumulative principal amount of Notes that were validly tendered and not validly withdrawn prior to the Expiration Time, and the cumulative principal amount of Notes that will be accepted for purchase by the Company as of the Final Settlement Date (as defined below), are specified in the table below. These cumulative principal amounts include $52,000 principal amount of Notes that were validly tendered after 5:00 p.m., New York City time, on May 9, 2016 (the “Early Tender Time”) that we expect to purchase on the Final Settlement Date.

The Gymboree Corporation’s Tender Offer expired at 1159 p.m., New York City time, on May 23, 2016

 

The Tender Offer was made solely pursuant to the terms and conditions set forth in the Offer to Purchase, dated April 26, 2016, and the Supplement to the Offer to Purchase, dated May 3, 2016 (together, the “Offer to Purchase”), and the accompanying Letter of Transmittal. Capitalized terms used in this press release that are not defined herein have the meanings given to them in the Offer to Purchase.

Payments for Notes that are accepted for purchase in the Tender Offer will include accrued and unpaid interest from and including the last interest payment date of the Notes to, but not including, the applicable settlement date. The settlement date for Notes that were validly tendered after the Early Tender Time and prior to the Expiration Time is expected to be May 24, 2016, the first business day following the Expiration Time (the “Final Settlement Date”).

D.F. King & Co., Inc. acted as the Tender Agent and Information Agent for the Tender Offer and can be reached by calling (800) 461-9313 (US toll-free) or by emailinggymboree@dfking.com.

Goldman, Sachs & Co. acted as the dealer manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (800) 828-3182 (US toll-free) or (212) 357-0422 (collect).

Cautionary Statements:

This release contains forward-looking statements, including the principal amount of Notes we expect to accept for purchase and the date we expect to pay for the Notes, which involve risks and uncertainties that could cause actual results to differ materially from expected results. We may decide not to, or be unable to, consummate the Tender Offer on the terms described herein or at all. Accordingly, investors should not rely on forward-looking statements as a prediction of actual future results. All statements in this press release speak only as of the date hereof, and we undertake no obligation to update or revise such statements in light of future developments, except as required by law.

Investor Relations contact:
Tel: 415-278-7933
investor_relations@gymboree.com

Media Relations contact:
Tel: 415-278-7493
media_relations@gymboree.com

The Gymboree Corporation to host Q3 FY15 results webcast on Dec 10, 2015

San Francisco, Calif., 2015-11-21 — /EPR Retail News/ — The Gymboree Corporation today announced it will hold a conference call and webcast to review third fiscal quarter 2015 financial results. The call will be held on Thursday, December 10, 2015, at 2:00 p.m. Pacific/5:00 p.m. Eastern.

To listen live over the internet, please log on to www.gymboree.com, click on “Company Information” at the bottom of the page, go to “Investors & Media” and then “Conference Calls & Webcasts.” A replay of the call will be available two hours after the broadcast through midnight PT, Thursday, December 24, 2015, at 855-859-2056, passcode 70524600.

About The Gymboree Corporation
The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 31, 2015, the Company operated a total of 1,315 retail stores: 598 Gymboree® stores (549 in the United States, 48 in Canada, and 1 in Puerto Rico), 175 Gymboree Outlet stores (174 in the United States and 1 in Puerto Rico), 152 Janie and Jack® shops (151 in the United States and 1 in Puerto Rico), and 390 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 720 franchised and Company-operated Gymboree Play & Music® centers in the United States and 42 other countries.

Gymboree, Janie and Jack, Crazy 8 and Gymboree Play & Music are registered trademarks of The Gymboree Corporation.

Investor Relations contact:
Tel: 415-278-7933
investor_relations@gymboree.com

Media Relations contact:
Tel: 415-278-7493
media_relations@gymboree.com

SOURCE: Gymboree Corporation