J.JILL, INC. Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on
Pursuant to the Out-of-Court Term Sheet, the Company has implemented the following series of transactions (a) an amendment of the Company's Existing Term Loan Facility (the lenders thereunder, the "Existing Term Lenders") to, among other things, waive any non-compliance with the terms of the Existing Term Facility, (b) entry into a new senior secured priming term loan facility (the "Priming Credit Agreement" and, the lenders thereunder, the "Priming Lenders"), the proceeds of which have been used to repurchase the term loans under the Existing Term Facility (the "Existing Term Loans") from the Consenting Lenders, (c) an amendment of the Company's existing ABL credit facility (the "ABL Facility" and, the lenders thereunder, the "Existing ABL Lenders"), to, among other things, waive any non-compliance with the terms of the ABL Facility, and (d) the provision by TowerBrook and certain other investors (collectively, the "Junior Facility Lenders") of new capital pursuant to a subordinated term loan facility (the "Subordinated Facility" and, the lenders thereunder, the "Subordinated Lenders").
Existing Term Facility
On
In connection with the Existing TL Amendment, the Existing Term Lenders party
thereto (i) consent to the entry by the Borrower, the Company and the other
guarantors party thereto into the Priming Facility, the Subordinated Facility
and the other transactions contemplated by the
The maturity date of the Amended Existing Term Loan Agreement is
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Further, in connection with the Existing TL Amendment, the Borrower made an offer to all Existing Term Lenders in accordance with Section 2.15(e) of the Existing Term Loan Agreement to repurchase 100% of such Existing Term Lender's Existing Term Loans.
The foregoing description of the Existing TL Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Existing TL Amendment, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
Priming Facility
On
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under the subheadings "Existing Term Facility," "Priming Credit Agreement," "Subordinated Facility" and "ABL Amendment" in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of
The information regarding the issuance of the Common Stock, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants under Item 1.01, including, but not limited to, the information set forth under the subheading "Warrant Agreement," is incorporated into this Item 3.02 by reference. Pursuant to the Priming Credit Agreement, the Company issued 3,283,584 shares of Common Stock to the Priming Lenders, and pursuant to the Subordinated Facility, the Company issued 18,600,545 Warrants to purchase 18,600,545 shares of Common Stock to the Subordinated Lenders. The Common Stock issuance and the Warrant issuance were undertaken in reliance upon the exemptions from registration provided by Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
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The Consent satisfied the stockholder approval requirement with respect to
shareholder approval of the issuance of the Common Stock under the listing rules
of the
The Company will prepare and cause to be sent or delivered to its stockholders
of record an information statement relating to the items approved by the holder
of a majority of the issued and outstanding shares of Common Stock set forth
above. In accordance with the rules and regulations of the
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 to this Current Report on Form 8-K is being
furnished to the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amendment No. 2 to Term Loan Credit Agreement, Consent and Waiver,
dated as of September 30, 2020 , by and among J.Jill, Inc. (as
successor to Jill Holdings LLC ), as holdings, Jill Acquisition LLC ,
as the borrower, the Required Lenders (as defined therein) and
Wilmington Trust, National Association , as administrative agent and
collateral agent. #
10.2 Priming Credit Agreement, dated as of September 30, 2020 , by and
among J.Jill, Inc. , Jill Acquisition LLC , as the borrower, the
lenders party thereto from time to time and Wilmington Trust,
National Association , as administrative agent and collateral agent.
#
10.3 Subordinated Credit Agreement, dated as of September 30, 2020 , by
and among J.Jill, Inc. , Jill Acquisition LLC , as the borrower, the
lenders party thereto from time to time and Wilmington Trust,
National Association , as administrative agent and collateral agent.
#
10.4 Amendment No. 4 to ABL Credit Agreement and Waiver, dated as of
September 30, 2020 by and among Jill Acquisition LLC and J.Jill Gift
Card Solutions, Inc. , as borrowers, J.Jill, Inc. , as successor to
JJill Holdings, Inc. and Jill Intermediate LLC , as parent, the other
guarantors from time to time party thereto, the other lenders from
time to time party thereto and CIT Finance LLC , as the administrative
agent and collateral agent.
10.5 Warrant Agreement, dated as of October 2, 2020 , by and among
J.Jill, Inc. and American Stock Transfer & Trust Company, LLC .
99.1 Press release, dated September 30, 2020 .
# Certain portions of this document have been omitted in accordance with
Regulation S-K Item 601(b)(10).
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