Results of Operations and Financial Condition.
As previously reported, on June 8, 2020, J. C. Penney
Corporation, Inc. (“JCP”), as borrower, and J. C. Penney Company,
Inc. (the “Company”) and certain of its subsidiaries, as
guarantors, entered into a Superpriority Senior Secured Debtor-In-Possession Credit
and Guaranty Agreement (the “DIP Credit Agreement”) with the
financial institutions identified therein as lenders (the
“Lenders”), GLAS USA LLC, as administrative agent (the
“Administrative Agent”), and GLAS Americas LLC, as collateral
agent. Pursuant to the DIP Credit Agreement, the Company and JCP
are required to deliver to the Administrative Agent for
distribution to each Lender, among other things, the Company’s
consolidated monthly financial statements and certain other
financial information as specified therein (the “Monthly
Information”). Certain portions of the Monthly Information as of
and for the month ended August 1, 2020 (the “July 2020 Monthly
Information”) is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The Company cautions investors and potential investors not to rely
upon the July 2020 Monthly Information, as it was not prepared for
the purpose of providing any basis for an investment decision
relating to any of the securities of the Company. The July 2020
Monthly Information does not include certain quarterly adjustments
and other important explanatory notes, has not been audited or
reviewed by any independent public accounting firm, and may be
subject to future reconciliation or adjustments, including
adjustments related to the Company’s bankruptcy filing. In
addition, the July 2020 Monthly Information is limited in scope and
covers a limited time period, and accordingly, should not be viewed
as indicative of future results.
The information disclosed in this Item 2.02 is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of 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, regardless
of any general incorporation language in such a filing.
Financial Statements and Exhibits.
2020 Monthly Information
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