J.Jill Obtains Necessary Consents to Implement out of Court Consensual Financial Restructuring Transaction
September 11 2020 - 9:54PM
Business Wire
- Term loan lenders holding 97.8% of the
outstanding principal amount under our term loan facility and
shareholders holding a majority of the equity of the company
support the Transaction
- The Transaction provides additional liquidity
and the financial flexibility to continue to meet its obligations
in full and continue to execute on its business plan
- Transaction expected to close on or about
September 30, 2020
J.Jill, Inc. (NYSE JILL) (the “Company”) today announced it has
obtained the necessary consents from its term loan lenders to
implement the previously announced financial restructuring
transaction (“Transaction”) on an out of court basis. The Company
received consents from lenders holding 97.8% of the Company’s term
loans (“Consenting Lenders”) on the terms of the Transaction that
are intended to result in a waiver of any past non-compliance with
the Company’s credit facilities and provide the company with
additional liquidity.
The Company expects the Transaction to close on or about
September 30, 2020, subject to obtaining consent to the Transaction
and a waiver of all existing non-compliance with the terms of the
Company’s asset-based credit facility (“ABL Facility”) from the
requisite lenders under the Company’s ABL Facility, and finalizing
the other terms and documentation related to the Transaction. Under
the terms of the Transaction, the maturity of certain participating
term loan debt will be extended to May 2024, all existing
non-compliance with the terms of the Company’s credit facilities
will be waived, the Company will be granted a financial covenant
holiday under certain participating term loan debt until Q4 2021,
and will receive an investment of no less than $15 million in the
form of a junior term loan facility. The Transaction provides
J.Jill with the financial flexibility to continue to meet its
obligations to its vendors in full and continue to execute on its
business plan.
As previously announced, all vendor claims will be unimpaired
and paid in the ordinary course under the Transaction. Additional
information regarding the Transaction, including certain conditions
to the consummation of the Transaction, can be found in our Current
Report on Form 8-K filed with the Securities and Exchange
Commission on September 1, 2020 and available on www.sec.gov.
Kirkland & Ellis LLP is serving as legal counsel to the
Company, Centerview Partners is serving as the Company’s financial
advisor and investment banker, and AlixPartners is serving as the
Company’s restructuring advisor.
About J.Jill
J.Jill is a premier omnichannel retailer and nationally
recognized women’s apparel brand committed to delighting customers
with great wear-now product. The brand represents an easy,
thoughtful and inspired style that reflects the confidence of
remarkable women who live life with joy, passion and purpose.
J.Jill offers a guiding customer experience through more than 280
stores nationwide and a robust e-commerce platform. J.Jill is
headquartered outside Boston. For more information, please visit
www.jjill.com or http://investors.jjill.com.
Forward Looking Statements
This press release contains, and oral statements made from time
to time by our representatives may contain, “forward-looking
statements.” Forward-looking statements include those identified by
words such as “could,” “may,” “might,” “will,” “likely,”
“anticipates,” “intends,” “plans,” “outlook,” “seeks,” “believes,”
“estimates,” “expects,” “continues,” “projects” and similar
references to future periods, or by the inclusion of forecasts or
projections. Forward-looking statements are based on our current
expectations and assumptions regarding capital market conditions,
our business, the economy and other future conditions. Because
forward-looking statements relate to the future, by their nature,
they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. As a result, our
actual results may differ materially from those contemplated by the
forward-looking statements. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
Company’s ability to consummate the Transaction, on the terms
proposed or at all, including the Company’s ability to obtain
requisite support of the Transaction from various stakeholders and
to finalize the terms and documentation relating to the
Transaction; the Company’s ability to comply with the terms of the
TSA, including completing various stages of the restructuring
within the dates specified by the TSA; the effects of disruption
from the proposed financial restructuring making it more difficult
to maintain business, financing and operational relationships; the
Company’s ability to achieve the potential benefits of the proposed
financial restructuring; the impact of the COVID-19 epidemic and
political unrest on the Company and the economy as a whole; the
Company’s ability to adequately and effectively negotiate a
long-term solution under its outstanding debt instruments; risks
related to the forbearance agreements with the Company’s lenders,
including the duration of such agreements and the Company’s ability
to meet its ongoing obligations under such agreements; the
Company’s ability to take actions that are sufficient to eliminate
the substantial doubt about its ability to continue as a going
concern; the Company’s ability to develop a plan to regain
compliance with the continued listing criteria of the NYSE; the
NYSE’s acceptance of such plan; the Company’s ability to execute
such plan and to continue to comply with applicable listing
standards within the available cure period; risks arising from the
potential suspension of trading of the Company’s common stock on
the NYSE; regional, national or global political, economic,
business, competitive, market and regulatory conditions, including
risks regarding our ability to manage inventory or anticipate
consumer demand; changes in consumer confidence and spending; our
competitive environment; our failure to open new profitable stores
or successfully enter new markets and other factors set forth under
“Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended February 1, 2020, as updated by our Quarterly Report on
Form 10-Q for the quarterly period ended August 1, 2020. Any
forward-looking statement made in this press release speaks only as
of the date on which it is made. J.Jill undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future developments or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200911005523/en/
Investor Contact: Caitlin Churchill ICR, Inc.
investors@jjill.com 203-682-8200
Media Contact: Jessica Liddell ICR, Inc. jjillPR@icrinc.com
203-682-8200
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