8-K

Date: September 1, 2020

J.JILL, INC.

/s/ Mark Webb

Name: Mark Webb

Title: Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 31, 2020

J.JILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38026

45-1459825

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of principal executive offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	JILL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

As previously reported, on August 27, 2020, J.Jill, Inc. (the “Company”) amended its two existing Forbearance Agreements, each dated as of June 15, 2020 (the “Existing Forbearance Agreements” and, as amended, the “Amended Forbearance Agreements”) relating to the Company’s (i) ABL Credit Agreement, dated as of May 8, 2015 (as amended from time to time, the “ABL Credit Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation, J.Jill, Inc., a Delaware corporation, as successor to J.Jill Holdings, Inc. and Jill Intermediate LLC (as replacement “Parent” of Jill Holdings LLC) (“Holdings”), the lenders from time to time party thereto and CIT Finance LLC, as the administrative agent and collateral agent (collectively, the “ABL Lenders”), and (ii) Term Loan Credit Agreement, dated as of May 8, 2015 (as amended from time to time the “Term Loan Credit Agreement,” and, together with the ABL Credit Agreement, the “Credit Agreements”), by and among Holdings (as successor to Jill Holdings LLC, a Delaware limited liability company), Jill Acquisition, certain subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto and Jefferies Finance LLC, as the administrative agent (collectively, the “Term Loan Lenders”), pursuant to which the lenders thereto agreed to a forbearance period continuing until September 1, 2020.

On August 31, 2020, each of the ABL Lenders and the Term Loan Lenders confirmed by email correspondence that they have agreed to continue to forbear from exercising any rights and remedies under the respective Credit Agreements in respect of the defaults set forth in the Existing Forbearance Agreements.

The forbearance period shall continue until September 26, 2020, so long as, among other things, the Company otherwise remains in compliance with the Credit Agreements and complies with the terms of the Amended Forbearance Agreements.

The foregoing description of the email correspondences does not purport to be complete and is qualified in its entirety by reference to the full text of such email correspondences, copies of which are filed as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 7.01

Regulation FD.

On September 1, 2020, the Company issued a press release announcing the amendments of the Existing Forbearance Agreements. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 to this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Email correspondence, dated August 31, 2020.

10.2		Email correspondence, dated August 31, 2020.

99.1		Press Release, dated September 1, 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-10.1

Exhibit 10.1

Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended by that certain amendment dated July 22, 2020, as amended by that certain amendment dated July 29, 2020, as amended by that certain amendment dated August 5, 2020, as amended by that certain amendment dated August 12, 2020 as amended by that certain amendment dated August 26, 2020, and as amended hereby, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Jill Acquisition”), J.Jill Gift Card Solutions, Inc., a Florida corporation (“J.Jill Gift Card Solutions” and together with Jill Acquisition, each a “Borrower” and collectively, the “Borrowers”), J.Jill, Inc., a Delaware corporation (“Parent”), CIT Finance LLC, as administrative agent and collateral agent (in such capacities, the “Agent”) and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.

Pursuant to Section 6.06 of the Forbearance Agreement, the Forbearance Agreement may only be amended or modified in writing by the Credit Parties and the Required Lenders (or the Agent at the direction of the Required Lenders), subject to any additional requirements under the Credit Agreement, if applicable; provided that, at the option of the Required Lenders in their sole discretion, any such amendment may be effectuated through email confirmation.

The Credit Parties have requested, notwithstanding the terms and conditions of the Forbearance Agreement, that the Agent and the Required Lenders consent to and approve the following amendments to the Forbearance Agreement:

The reference to “September 1, 2020” in Section 2.02(a) of the Forbearance Agreement shall be replaced with “September 26, 2020”;

The reference to “September 1, 2020” in Section 4.01(e) of the Forbearance Agreement shall be replaced with “September 26, 2020”; and

The reference to “September 1, 2020” in Section 6.01(b) of the Forbearance Agreement shall be replaced with “September 26, 2020”

(collectively, the “Proposed Amendments”).

We have been authorized on behalf of the Agent and the Required Lenders to consent to and approve the Proposed Amendments. Such consent agreed to herein (a) is strictly limited to the Proposed Amendments, (b) shall not extend nor be deemed to extend to any other Event of Termination, Default or Event of Default that may now exist or hereafter arise under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, whether similar or dissimilar to the matters consented to herein, or to any other covenant, representation, warranty, or agreement under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, (c) shall not impair, restrict or limit any right or remedy of the Agent or any Lender with respect to the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, and (d) shall not constitute any course of dealing or other basis for altering any obligation of the Credit Parties, or any right, privilege or remedy of the Agent and the Lenders, under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents. Other than the Proposed Amendments, all of the other terms, provisions and conditions of the Forbearance Agreement shall remain unaltered and in full force and effect and are hereby ratified, confirmed and reaffirmed by the Credit Parties as of, and through, the date hereof, including, without limitation the following: (i) all of the Credit Parties’ representations and warranties contained in Section V of the Forbearance Agreement are reaffirmed and are true, correct and complete through the date hereof; (ii) the Credit Parties represent and warrant that no Event of Termination has occurred under the Forbearance Agreement; and (iii) the release set forth in Section 4.04 of the Forbearance Agreement is reaffirmed and granted by Releasors through the date hereof.

The effectiveness of the Proposed Amendments (including the consent of the Agent and the Lenders thereto) is further subject to our receipt of (a) the consent (which may be made via email) of the Credit Parties to the Proposed Amendments upon the terms and conditions set forth herein, and (b) the consent (which may be made via email) of the Term Loan Agent, the “Required Forbearing Lenders” party to (and as defined in) the Term Loan Forbearance Agreement and the Credit Parties, confirming an amendment to the stated termination date of the Forbearance Period under the Term Loan Forbearance Agreement to September 26, 2020, in form and substance reasonably acceptable to the Agent and the Lenders.

EX-10.2

Exhibit 10.2

Reference is hereby made to that certain First Amended and Restated Forbearance Agreement, dated as of July 15, 2020 (as amended, the “Forbearance Agreement”), by and among Jill Acquisition LLC, a Delaware limited liability company (“Borrower”), J.Jill, Inc., a Delaware corporation (as successor to Jill Holdings LLC, a Delaware limited liability company, “Holdings”), the other Guarantors party thereto, Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”), and the Lenders party thereto (each a “Forbearing Lender” and, together, the “Forbearing Lenders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement.

Pursuant to Section 8.05 of the Forbearance Agreement, the Forbearance Agreement may only be amended or modified in writing by the Credit Parties, the Required Forbearing Lenders, and, to the extent relating to the rights or obligations of the Administrative Agent, the Administrative Agent, in each case, subject to any additional requirements under the Credit Agreement, if applicable; provided that any such amendment may be effectuated through e-mail confirmation among the Credit Parties, the Required Lenders and the Administrative Agent.

The Credit Parties have requested, notwithstanding the terms and conditions of the Forbearance Agreement, that the Administrative Agent and the Required Forbearing Lenders consent to and approve the following amendments to the Forbearance Agreement:

The reference to “September 1, 2020” in Section 2.02(a) of the Forbearance Agreement shall be replaced with “September 26, 2020”;

The reference to “September 1, 2020” in Section 3.01(a)(i) of the Forbearance Agreement shall be replaced with “September 26, 2020”;

The reference to “August 31, 2020” in Section 3.01(a)(ii) of the Forbearance Agreement shall be replaced with “September 25, 2020”;

The reference to “September 1, 2020” in Section 4.02 of the Forbearance Agreement shall be replaced with “September 26, 2020”;

The word “or” at the end of Section 5.01(d) of the Forbearance Agreement shall be deleted;

The period at the end of Section 5.01(e) shall be replaced with “; or”; and

New Section 5.01(f) shall be added to Section 5.01 of the Forbearance Agreement immediately following Section 5.01(e), as follows:

“(f) a “Termination Date” occurs under that certain Transaction Support Agreement, by and between the Credit Parties, certain Lenders and the other parties thereto. ” (collectively, the “Proposed Amendments”).

We have been authorized on behalf of the Required Forbearing Lenders to consent to and approve the Proposed Amendments. Such consent agreed to herein (i) is strictly limited to the Proposed Amendments, (ii) shall not extend nor be deemed to extend to any other Event of Termination, Default or Event of Default that may now exist or hereafter arise under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, whether similar or dissimilar to the matters consented to herein, or to any other covenant, representation, warranty, or agreement under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, (iii) shall not impair, restrict or limit any right or remedy of the Administrative Agent or any Forbearing Lender with respect to the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents, (iv) is subject to an amendment to the ABL Credit Agreement, which provides for corresponding extensions of the similar dates contained in Sections

2.02 and 6.01(b) thereof, and (v) shall not constitute any course of dealing or other basis for altering any obligation of the Credit Parties or any right, privilege or remedy of the Administrative Agent and the Forbearing Lenders under the Forbearance Agreement, the Credit Agreement or any of the other Credit Documents. Other than the Proposed Amendments, all of the other terms, provisions and conditions of the Forbearance Agreement shall remain unaltered and in full force and effect.

The effectiveness of the Proposed Amendments (including the consent of the Forbearing Lenders thereto) is further subject to our receipt of the consent (which may be made via email) of (i) the Credit Parties and (ii) the Administrative Agent to the Proposed Amendments upon the terms and conditions set forth herein. We have copied the Agent and its counsel on this email.

EX-99.1

Exhibit 99.1

J.JILL ANNOUNCES EXTENDED FORBEARANCE

September 1, 2020

QUINCY, Mass -(BUSINESS WIRE)- J.Jill, Inc. (NYSE JILL) (“the Company”), today announced that the Company and its lenders have further amended the Company’s existing Forbearance Agreements, dated as of June 15, 2020 (the “Existing Forbearance Agreements”) to extend the forbearance period, providing additional time for J.Jill and its lenders to complete negotiations. The forbearance period has been extended to September 26, 2020.

As previously announced, the Company entered into the two Existing Forbearance Agreements, as amended on July 29, 2020 (collectively with the further amendments, the “Forbearance Agreements”) with the lenders under its ABL and term loan credit facilities. The Existing Forbearance Agreements are described in a Current Report on Form 8-K filed by the Company with the SEC on June 15, 2020, and available on the SEC’s Edgar website as well as the Company’s website, which includes the full text of the agreement as an exhibit.

Under the amendments to the Existing Forbearance Agreements, the respective lenders have agreed not to exercise any rights and remedies until September 26, 2020 so long as, among other things, the Company otherwise remains in compliance with its credit facilities and complies with the terms of the Forbearance Agreements.

About J.Jill

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 approximately 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 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, 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. 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.

Investor Contact:

Caitlin Churchill

ICR, Inc.

investors@jjill.com

203-682-8200

Media Contact:

Jessica Liddell

ICR, Inc.

jjillPR@icrinc.com

203-682-8200

Source: J.Jill, Inc.