Gymboree Group – Court Approves $35mn Sale of Janie & Jack Assets to The GAP and $76mn Sale of Gymboree IP Assets to Children’s Place

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March 4, 2019 – The Court hearing the Gymboree Group cases issued a pair of orders approving (i) the sale of assets related to the Debtors' Janie and Jack® business to The Gap, Inc. (the “JJ Successful Bidder” or “The Gap”) for $35.0mn [Docket No. 484] and (ii) the sale of certain intellectual property assets related to the Gymboree® and Crazy 8® businesses to TCP Brands, LLC (the “Gymboree/Crazy 8 Successful Bidder” or “TCP”) for $76.0mn [Docket No. 487]. TCP is a subsidiary of Children’s Place, Inc. (NASDAQ: PLCE) which describes itself as “the largest pure-play children's specialty apparel retailer in North America.”

Pursuant to the terms of the asset purchase agreement, dated March 1, 2019, between the Debtors and JJ Successful Bidder (the “JJ Asset Purchase Agreement”), The GAP has agreed to pay aggregate consideration comprised of (i) $35.0mn and (ii) the assumption of certain assumed liabilities. For its $35.0mn, The GAP is getting the totality of what the JJ Asset Purchase Agreement calls the “Jewel Business,” ie the Debtors’ “Janie and Jack® ”business as conducted as of March 1, 2019, “including (i) the Jewel E-Commerce Business, (ii) the Jewel Brick and Mortar Business and (iii) designing, sourcing, importing, marketing, advertising, promoting, distributing and selling children’s clothing and apparel under the brand name ‘Janie and Jack®’ through distribution and sales to domestic and international customers and distributors and through the Jewel Brick and Mortar Business and/or the Jewel E-Commerce Business. 

Pursuant to the terms of the asset purchase agreement, dated March 1, 2019, between the Debtors and Gymboree/Crazy 8 Successful Bidder (the “Gym/Crazy 8 Asset Purchase Agreement”), the Gymboree/Crazy 8 Successful Bidder has agreed to pay aggregate consideration of (i) $76.0mn in cash and (ii) the assumption of certain assumed liabilities. For its $76mn, TCP is getting the totality of the Debtors’ intellectual property in the Gymboree and Crazy 8 brands. 

In their most recent SEC filings, Children’s Place Inc.’s three largest equity holders had the following positions: (i) BlackRock, Inc. (14.3% up 12.6% from as at April 3, 2018), The Vanguard Group (10.21% down from 12.83% as at April 3, 2018) and (iii) Royce & Associates, LP (3.09% down from 6.33% as at April 3, 2018).

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