NEW YORK, March 6, 2014 /PRNewswire/ -- The Jones
Group Inc. (NYSE: JNY) ("The Jones Group" or the "Company") today
announced that it has notified holders (the "Notice") of its 6.875%
senior notes due 2019 (the "Notes") that a "Change of Control
Triggering Event," as defined in the indenture governing the Notes,
will occur upon the consummation of the proposed and previously
announced acquisition (the "Acquisition") of the Company by
Sycamore Partners. Pursuant to the terms of the Notes, in
connection with the Acquisition, holders of the Notes will have the
right to require the Company to purchase all or a portion of such
holders' Notes at a price of 101% of the principal amount thereof,
plus any accrued and unpaid interest up to, but not including, the
date of purchase (the "Purchase Price"). The Company has today
commenced the offer to purchase (the "Offer") the Notes for the
Purchase Price in contemplation of, and conditioned on, the
consummation of the Acquisition.
The terms and conditions of the Offer are included in the Notice
of Change of Control and Offer to Purchase dated March 6, 2014 and related Letter of Transmittal
being distributed to holders of the Notes.
The Offer will expire at 5:00
p.m., New York City time,
on April 3, 2014, unless extended
(such time and date, as the same may be extended, the "Expiration
Date"). Holders must validly tender their Notes at or prior to the
Expiration Date to be eligible to receive the Purchase Price.
The Company has retained U.S. Bank National Association to act
as the Depositary. Requests for additional documents may be
directed to the Depositary in writing at U.S. Bank National
Association, 111 Fillmore Avenue, St.
Paul, Minnesota 55107-1402, Attention: Specialized Finance
or by telephone at (800) 934-6802.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
securities.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global
designer, marketer and wholesaler of over 35 brands with product
expertise in apparel, footwear, jeanswear, jewelry and handbags.
The Jones Group has a reputation for innovation, excellence in
product quality and value, operational execution and talent. The
Company also markets directly to consumers through branded
specialty retail and outlet stores, through concessions at upscale
department stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing
agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt
Geiger, Rachel Roy (L),
Robert Rodriguez, Robbi & Nikki,
Stuart Weitzman, Easy Spirit,
Carvela, Gloria Vanderbilt, l.e.i.,
Bandolino, Enzo Angiolini, Nine
& Co., Joan & David, Miss KG, Kasper, Energie, Evan-Picone,
Le Suit, Mootsies Tootsies, Erika,
Napier, Jessica Simpson (L),
Givenchy (L), Judith Jack,
Albert Nipon, Pappagallo and Rafe
(L).
Cautionary Statement Regarding Forward-Looking
Statements
Statements about the expected timing, completion and effects of
the Offer, and all other statements made in this communication that
are not historical facts are forward-looking statements and are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In some cases, these
forward-looking statements may be identified by the use of words
such as "may," "will," "expect," "plan," "anticipate," "believe,"
or "project," or the negative of those words or other comparable
words. Any forward-looking statements included in this
communication are made as of the date hereof only, based on
information available to the Company as of the date hereof, and
subject to applicable law to the contrary, the Company undertakes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Such forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause the Company's actual
results to differ materially from those suggested by the projected
results in such forward-looking statements. Such risks and
uncertainties include, among others: any conditions imposed on the
parties in connection with the consummation of the transactions
described herein; approval of the merger by the Company's
shareholders (or the failure to obtain such approval); the
Company's ability to maintain relationships with customers,
employees or suppliers following the announcement of the merger
agreement and the transactions contemplated thereby; the ability of
third parties to fulfill their obligations relating to the proposed
transactions, including providing financing under current financial
market conditions; the ability of the parties to satisfy the
conditions to closing of the proposed transactions; the risk that
the merger and the other transactions contemplated by the merger
agreement may not be completed in the time frame expected by the
parties or at all; and the risks that are described from time to
time in the Company's reports filed with the U.S. Securities and
Exchange Commission (the "SEC"), including the Annual Report on
Form 10-K for the fiscal year ended December
31, 2013, filed with the SEC on February 18, 2014, in other of the Company's
filings with the SEC from time to time, including Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, and on general
industry and economic conditions. The Company believes these
forward-looking statements are reasonable; however, you should not
place undue reliance on forward-looking statements, which are based
on current expectations. Any or all of the Company's
forward-looking statements may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks,
uncertainties and other factors, many of which are beyond the
Company's control.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of the Company by affiliates of
Sycamore Partners. In connection with the proposed merger, the
Company has filed a definitive proxy statement and other related
documents with the SEC and will mail a definitive proxy statement
to its shareholders. BEFORE MAKING ANY VOTING DECISION, THE
COMPANY'S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY
STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
Company's shareholders will be able to obtain, without charge, a
copy of the definitive proxy statement and other relevant documents
filed with the SEC from the SEC's website at http://www.sec.gov.
The Company's shareholders will also be able to obtain, without
charge, a copy of the definitive proxy statement and other relevant
documents by directing a request by mail or telephone to The Jones
Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212)
703-9819, or from the Company's website, www.jonesgroupinc.com, or
by contacting D.F. King & Co.,
Inc., which is assisting Jones, toll-free at (800) 967-4607.
Certain Information Concerning Participants
The Company and its directors and officers and other persons may
be deemed to be participants in the solicitation of proxies from
the Company's shareholders with respect to the proposed merger.
Information about the Company's directors and executive officers
and their ownership of the Company's common stock is set forth in
the proxy statement for the Company's 2013 Annual Meeting of
Shareholders, which was filed with the SEC on May 15, 2013.
Shareholders may obtain additional information regarding the
interests of the Company and its directors and executive officers
in the proposed merger, which may be different than those of the
Company's shareholders generally, by reading the definitive proxy
statement and other relevant documents regarding the proposed
merger filed with the SEC. Investors should read the definitive
proxy statement carefully before making any voting or investment
decisions.
SOURCE The Jones Group Inc.