Gymboree Reaches Agreement with Lenders – Secures $35M in New-Money Financing to Support Operations

Company to close at least 375 stores 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

San Francisco, California – The Gymboree Corporation has announced that it has signed a Restructuring Support Agreemen 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. Gymboree will also close at least 375 stores, according to the filings, as it attempts to “right size” its brick-and-mortar footprint. It said it could close as many as 450 of its 1,281 stores and will run the rest as normal.

“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 with the United States Bankruptcy Court for the Eastern District of Virginia.

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 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 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 Monday 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 844-8229233 (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.




Albertsons Bids on 2 of the 3 Haggen Stores in Tucson

10376 E BroadwayAfter Haggen purchased 146 Albertsons and Safeway stores late last year, it later filed a lawsuit against Albertsons LLC and Albertsons Holdings LLC seeking more than $1 billion in damages shortly before filing bankruptcy. Monday, Albertsons placed a bid on two of the three Haggen stores in Tucson.

The complaint, which was filed in United States District Court for the District of Delaware, alleged that following Haggen’s December 2014 purchase of 146 Albertsons and Safeway stores, Albertsons engaged in “coordinated and systematic efforts to eliminate competition and Haggen as a viable competitor in over 130 local grocery markets in five states,” and “made false representations to both Haggen and the FTC about Albertsons’ commitment to a seamless transformation of the stores into viable competitors under the Haggen banner.”

A total of 94 Haggen stores are up for auction this week as part of the company’s chapter 11 bankruptcy proceeding. The Bellingham, Wash.-based grocer entered the Tucson market in May 2014 as part of a massive expansion, growing from 18 stores to 164.

Court records filed in U.S. Bankruptcy Court for the District of Delaware show Albertsons’ has placed a $1 million bid for the former Haggen store at 10380 E. Broadway, which was formerly a Safeway and a $700,000 for its former store at 1350 N. Silverbell Road, which is slated to close by the end of the month.

No bid has been placed for the store at 8740 E. Broadway yet.

The three Tucson stores are part of 10 in Arizona that are up for auction. Albertson’s has also placed a $1 million bid for the store in Lake Havasu City. None of the three stores in Phoenix, two in Prescott or the one in Flagstaff have received bids.




Deadline Passes, Lowe’s to Buy Orchard Supply Hardware for $205 Million

orchard supply storeLowe’s Companies, Inc. (NYSE: LOW), the world’s second largest home improvement retailer, has announced further progress in its plans to acquire the majority of assets of Orchard Supply Hardware of San Jose, California, including 72 stores, for approximately $205 million in cash, plus the assumption of payables owed to nearly all of Orchard’s supplier partners, subject to Bankruptcy Court approval.

On June 17, Orchard Supply announced an agreement for the business to be acquired by Lowe’s through a voluntary Chapter 11 process. Lowe’s entered into a purchase agreement with Orchard that would serve as the “stalking-horse bid” in a Bankruptcy Court-supervised auction under Section 363 of the U.S. Bankruptcy Code. Interested bidders were required to file initial bids with the Court by August 9, 2013. Orchard reported annual revenue of $657 million for fiscal 2012.

Lowe’s has been advised by Orchard that no additional bids were received by the deadline of August 9, 2013. The transaction will be presented to the Bankruptcy Court for approval on August 20, 2013, and Lowe’s anticipates completing the acquisition by the end of August.

Lowe’s plans to have Orchard operate as a separate, standalone business, retaining its brand under the leadership of Orchard’s current management team. Lowe’s plans to acquire the locations most complementary to its current strategy and store footprint.

Once completed, the acquisition will enable Lowe’s to expand its presence in California and reach a new customer base through the addition of Orchard’s smaller-format stores in densely populated areas. Orchard’s neighborhood hardware and garden stores offer a product selection focused on paint, repair and backyard categories in approximately 36,000 square feet of selling space, compared to 113,000 square feet of selling space for an average Lowe’s home improvement store. Lowe’s currently operates 110 stores in California.

Robert A. Niblock, Chairman, President and CEO of Lowe’s, said, “We are very pleased to be moving forward with the acquisition process. Strategically, the transaction will provide Lowe’s with an attractive opportunity to increase our store footprint in California, where we are currently underpenetrated, through a neighborhood store format that is complementary to our strengths in big-box retail. Orchard’s hardware and garden stores have a loyal customer base and are situated in high-density, prime locations that are difficult for larger format retailers to enter. We see significant potential for Orchard as a standalone business within Lowe’s portfolio, and we look forward to the opportunity to participate more fully in California’s economic recovery.”

Goldman Sachs is acting as financial advisor to Lowe’s, while Hunton & Williams LLP is acting as legal advisor.

With fiscal year 2012 sales of $50.5 billion, Lowe’s Companies, Inc. is a FORTUNE® 100 company that serves approximately 15 million customers a week at more than 1,750 home improvement stores in the United States, Canada and Mexico. Founded in 1946 and based in Mooresville, N.C., Lowe’s is the second-largest home improvement retailer in the world.