J.Crew Group, Inc. Receives Court Approval of First Day Motions
J.Crew and Madewell Expected to Continue “Normal Course” Operations
Obtains Interim Approval to Access $400 million in DIP Financing
New York – May 5, 2020 – J.Crew Group, Inc. (“J.Crew Group” or the “Company”) today announced that the U.S. Bankruptcy Court for the Eastern District of Virginia has granted the Company interim approval for all of the first day motions related to its Chapter 11 restructuring. The approved motions will support the Company’s ongoing operations during the financial restructuring process.
The Court today granted J.Crew Group access to a debtor-in-possession (“DIP”) financing facility of $400 million provided by existing lenders Anchorage Capital Group, L.L.C., GSO Capital Partners and Davidson Kempner Capital Management LP, among others, which, combined with the Company’s projected cash flows, will support its operations during the restructuring process. The Court has also authorized the Company to continue paying employee wages and benefits, as well as honor all customer programs, including its loyalty programs, gift cards, returns and exchanges, among others. J.Crew Group will pay vendors for goods and services provided after the filing date on normal terms.
“The Court’s approval of our first day motions is an important step in our financial restructuring. At J.Crew Group, our customers are at the center of everything we do, and during this process this commitment doesn’t change. We remain fully operational, providing our customers with the iconic items they love and the great service they expect,” said Jan Singer, Chief Executive Officer, J.Crew Group. “Solidifying our financial foundation enables us to emerge healthier and stronger, positioning our business and brands to thrive for years to come. I would like to thank our associates, customers, vendors and partners for their continued support as we look to complete our restructuring as quickly as possible.”
As previously announced, on May 4, 2020, J.Crew Group reached an agreement with its lenders holding approximately 71% of its Term Loan and approximately 78% of its IPCo Notes, as well as with its financial sponsors, under which the Company will restructure its debt and deleverage its balance sheet, positioning J.Crew and Madewell for long-term success. Under the terms of the Transaction Support Agreement (“TSA”), the Company’s lenders will convert approximately $1.65 billion of the Company’s debt into equity. To facilitate the restructuring contemplated by the TSA, the parent company of J.Crew Group, Inc., Chinos Holdings, Inc. and certain affiliates, commenced a prearranged Chapter 11 filing in the U.S. Bankruptcy Court for the Eastern District of Virginia.
For additional information about J.Crew Group’s restructuring, including access to Court filings and other documents related to the court-supervised process, please visit www.omniagentsolutions.com/chinos, call (866) 991-8218 (U.S. & Canada) and (818) 924-2298 (for tolled international calls), or email [email protected].
Weil, Gotshal & Manges LLP is serving as legal counsel, Lazard is serving as investment banker and AlixPartners is serving as restructuring advisor to J.Crew Group, Inc. Anchorage Capital Group and other members of an ad hoc committee are represented by Milbank LLP as legal counsel and PJT Partners LP as investment banker.
About J.Crew Group, Inc.
J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women’s, men’s and children’s apparel, shoes and accessories. As of May 4, 2020, the Company operates 181 J.Crew retail stores, 140 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com and 170 factory stores. Certain product, press release and SEC filing information concerning the Company are available at the Company’s website www.jcrew.com.
Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events, and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the Company’s substantial indebtedness, its substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of the global economy, competitive market conditions, its ability to attract and retain key personnel, its ability to successfully develop, launch and grow its newer concepts and execute on strategic initiatives, product offerings, sales channels and businesses, its ability to implement its growth strategy, material disruption to its information systems, compromises to its data security, its ability to maintain the value of its brands and protect its trademarks, its ability to implement its real estate strategy, changes in demographic patterns, adverse or unseasonable weather or other interruptions in its foreign sourcing, customer call, order fulfillment or distribution operations, increases in the demand for or prices of raw materials used to manufacture its products, trade restrictions or disruptions and other factors which are set forth in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K and in all filings with the SEC made subsequent to the filing of the Form 10-K. Because of the factors described above and the inherent uncertainty of predicting future events, the Company cautions you against relying on forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For J.Crew Group, Inc.
Winnie Lerner/Kal Goldberg