Early Results of the Exchange Offer and Results of the Change of Control Offer for The Jones Group's 6.875% Senior Notes Due 2019

NEW YORK, April 7, 2014 /PRNewswire/ -- Jasper Merger Sub, Inc. ("Merger Sub") today announced the results to date of the previously announced private offer to certain eligible holders to exchange (the "Exchange Offer") any and all of the outstanding 6.875% Senior Notes due 2019 (CUSIP No. 48020 UAA6) (the "Old Notes") of The Jones Group Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG Footwear, Accessories and Retail Corporation (the "Original Issuers"), for a new series of 8.250% Senior Notes due 2019 (the "New Notes") of Nine West Holdings, Inc. ("Nine West Holdings").  The Exchange Offer was made in connection with the proposed acquisition (the "Merger") of The Jones Group Inc. by entities affiliated with Sycamore Partners, L.P.  Nine West Holdings will be the surviving corporation and obligor on the New Notes following a reorganization that will occur immediately following the Merger.

As of 5:00 p.m., New York City time, on April 4, 2014, which was the "Early Participation Deadline" for the Exchange Offer, Merger Sub received valid tenders from holders of $363,648,000 in aggregate principal amount of the Old Notes, representing 90.91% of the outstanding principal amount of the Old Notes.

Eligible holders of the Old Notes who tendered prior to the Early Participation Deadline will receive $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of related Old Notes, which includes the early participation consideration of $30 principal amount of New Notes for each $1,000 principal amount of Old Notes. 

The Exchange Offer remains open and will expire at 11:59 p.m., New York City time, on April 18, 2014, unless extended or earlier terminated by us (such date and time, as they may be extended, the "Exchange Offer Expiration Date"). Eligible Holders that validly tender their Old Notes after the Early Participation Deadline and prior to the Expiration Date will receive $970 principal amount of New Notes in exchange for each $1,000 principal amount of related Old Notes tendered.  The settlement date of the Exchange Offer will occur promptly following the Exchange Offer Expiration Date and is expected to be on April 23, 2014.

Merger Sub also today announced the results of the Original Issuers' previously announced offer to purchase (the "Change of Control Offer") any and all of the Old Notes.  The Change of Control Offer was made solely to fulfill the Original Issuers' obligations under the indenture governing the Old Notes in connection with a "Change of Control Triggering Event," as defined in the indenture governing the Notes, that is expected to occur upon the consummation of the Merger.

The Change of Control Offer expired at 5:00 p.m., New York City time, on April 3, 2014  (the "Change of Control Expiration Date"). As of the Change of Control Expiration Date, $4,737,000 in aggregate principal amount of the Old Notes representing 1.18% outstanding principal amount of the Old Notes had been delivered for repurchase pursuant to the Change of Control Offer. Subject to the consummation of the Merger, which is a condition to the Change of Control Offer, Nine West Holdings intends to pay for all Old Notes delivered and not validly withdrawn pursuant to the Change of Control Offer on April 8, 2014, such date being the change of control payment date.

This press release is for informational purposes only and does not constitute an offer to exchange, purchase or sell any Old Notes or New Notes.  The information in this press release is subject in all respects to the terms and conditions set forth in respective the offering documents for the Exchange Offer and the Change of Control Offer.  The Exchange Offer does not constitute an offer to exchange any Old Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" or other laws.  None of Merger Sub, the Original Issuers, Nine West Holdings, their respective boards of directors, the trustee, the information agent, the exchange agent, the dealer managers or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering all or any portion of the principal amount of their Old Notes pursuant to the Exchange Offer.

SOURCE Jones Apparel Group Holdings, Inc.




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