QUINCY, Mass.–(BUSINESS WIRE)–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.
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.