Entry into a Material Definitive Agreement.
As previously reported, on September 1, 2020, J.Jill, Inc.
(the “Company”) amended its two existing Forbearance Agreements,
each dated as of June 15, 2020 (the “Existing Forbearance
Agreements” and, as amended, the “Amended Forbearance Agreements”)
relating to the Company’s (i) ABL Credit Agreement, dated as
of May 8, 2015 (as amended from time to time, the “ABL Credit
Agreement”), by and among Jill Acquisition LLC, a Delaware limited
liability company (“Jill Acquisition”), J.Jill Gift Card Solutions,
Inc., a Florida corporation, J.Jill, Inc., a Delaware corporation,
as successor to J.Jill Holdings, Inc. and Jill Intermediate LLC (as
replacement “Parent” of Jill Holdings LLC) (“Holdings”), the
lenders from time to time party thereto and CIT Finance LLC, as the
administrative agent and collateral agent (collectively, the “ABL
Lenders”), and (ii) Term Loan Credit Agreement, dated as of
May 8, 2015 (as amended from time to time the “Term Loan
Credit Agreement,” and, together with the ABL Credit Agreement, the
“Credit Agreements”), by and among Holdings (as successor to Jill
Holdings LLC, a Delaware limited liability company), Jill
Acquisition, certain subsidiaries of Holdings from time to time
party thereto, the lenders from time to time party thereto and
Jefferies Finance LLC, as the administrative agent (collectively,
the “Term Loan Lenders”), pursuant to which the lenders thereto
agreed to a forbearance period continuing until September 26,
On September 25, 2020, each of the ABL Lenders and the Term
Loan Lenders confirmed by email correspondence that they have
agreed to continue to forbear from exercising any rights and
remedies under the respective Credit Agreements in respect of the
defaults set forth in the Existing Forbearance Agreements.
The forbearance period shall continue until October 1, 2020,
so long as, among other things, the Company otherwise remains in
compliance with the Credit Agreements and complies with the terms
of the Amended Forbearance Agreements.
The foregoing description of the email correspondences does not
purport to be complete and is qualified in its entirety by
reference to the full text of such email correspondences, copies of
which are filed as Exhibits 10.1 and 10.2 and incorporated herein
On September 25, 2020, the Company issued a press release
announcing the amendments of the Existing Forbearance Agreements. A
copy of the press release is furnished as Exhibit 99.1 to this
current report on Form 8-K
and is incorporated herein by reference.
The information in this Item 7.01 to this Current Report on Form
8-K is being furnished to
the Securities and Exchange Commission and shall not be deemed
“filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
liability under that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Financial Statements and Exhibits.