Exchange Offer Is Announced For The Jones Group's 6.875% Senior Notes Due 2019

NEW YORK, March 24, 2014 /PRNewswire/ -- Jasper Merger Sub, Inc. ("Merger Sub") today announced the commencement of an offer to eligible holders to exchange any and all of the outstanding 6.875% Senior Notes due 2019 (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") to be issued by Nine West Holdings, Inc. ("Nine West Holdings"), as described below (the "Exchange Offer").  The Exchange Offer is being 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 concurrently with the merger.

The Exchange Offer is being conducted upon the terms and subject to the conditions set forth in the offering memorandum and related letter of transmittal, each dated March 24, 2014 (the "Offering Documents"). 

The New Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws.  The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.   

The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to holders of the Old Notes that have certified to Merger Sub in an eligibility letter as to certain matters, including their status as either (1) a "qualified institutional buyer" under Rule 144A under the Securities Act or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act (each, an "Eligible Holder").

The Exchange Offer will expire at 11:59 p.m., New York City time, on April 18, 2014, unless extended by us (such date and time, as they may be extended, the "Expiration Date").  Eligible Holders that validly tender (and do not withdraw) their Old Notes prior to 5:00 p.m., New York City time, on April 4, 2014 (such date and time, as they may be extended, 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 tendered (and not validly withdrawn), which includes the early participation consideration of $30 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered (and not validly withdrawn).  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 (and not validly withdrawn).

Requests for copies of the Offering Documents may be directed to the information agent, D.F. King & Co. Inc., at 1‑800-769-4414 (toll free), (212) 269-5550 (for banks and brokers) or by email at jny@cfking.com. Only holders of Old Notes who have completed and returned the eligibility letter are authorized to receive or review the Offering Documents.  Holders of Old Notes that desire to review the eligibility letter may visit the website for this purpose at http://www.dfking.com/jones or contact D.F. King & Co., Inc.

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 the Offering Documents.  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.

The Exchange Offer is being made solely pursuant to the Offering Documents, which more fully set forth and govern the terms and conditions of the Exchange Offer.  The Offering Documents contain important information and should be read carefully before any decision is made with respect to the Exchange Offer.

SOURCE The Jones Group Inc.




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