J.Crew pushes up consent deadline for term loan lenders by four hours

By Susanna Moon

Chicago, June 16 – J.Crew Group, Inc. said it accelerated the deadline for term loan lenders to provide consents to amend its term loan agreement to 1 p.m. ET on Friday.

Specifically, the company is seeking to amend its March 5, 2014 credit agreement with Wilmington Savings Fund Society, FSB as administrative agent.

The deadline was sped up from 5 p.m. ET on June 16, “based on the support for the term loan amendment that the company has received to date,” according to a company update on Friday.

For questions, contact Gloria Shye (Gloria.Shye@fisglobal.com or at 646 453-2847).

As announced on June 12, the term loan changes are being sought in connection with a private exchange offer for the $566.5 million 7¾%/8½% senior PIK toggle notes due 2019 issued by Chinos Intermediate Holdings A, Inc.

The exchange offer is being held by J.Crew Brand, LLC and J.Crew Brand Corp., both indirect wholly owned subsidiaries of J.Crew, and Chinos Holdings, Inc., the ultimate parent of J.Crew, according to a company news release.

If the needed consents are secured, the company will make a series of transactions with the settlement of the exchange, including:

• The purchase of $150 million principal amount of term loans held by lenders who consent to the term loan amendment at par plus accrued interest thereon;

• Additional borrowings under the term loan agreement of $30 million principal amount (at a 2% discount), to be provided by new or existing lenders, or in lieu thereof, one or more sponsors, the net proceeds of which will be applied by the company to finance the refinancing, redemption or repurchase of term loans referenced above;

• The issuance of $97 million principal amount of new private placement notes at a 3% discount in a private placement, the proceeds of which will be lent on a subordinated basis by J.Crew Brand, LLC to J.Crew to finance the refinancing, redemption or repurchase of term loans referenced above;

• The contribution by J.Crew International to J. Crew Domestic Brand of the remaining undivided 27.96% ownership interest of certain U.S. intellectual property rights not previously included in the initial transferred IP; and

• A direction to the term loan agent to dismiss, with prejudice, certain litigation relating to the assignment of the initial transferred IP.

The exchange offer is not contingent on approval of the term loan amendment; however, if consents for the term loan amendment are obtained, the settlement of the exchange offer will be conditioned upon the completion of the term loan transactions.

J.Crew is a retailer of women's, men's and children's apparel, shoes and accessories. The company is based in New York.

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