The Jones Group Announces Notice Of Change Of Control And Offer To Purchase Its 6.875% Senior Notes Due 2019
NEW YORK, March 6, 2014 /PRNewswire/ -- The Jones Group Inc. (NYSE: JNY) ("The Jones Group" or the "Company") today announced that it has notified holders (the "Notice") of its 6.875% senior notes due 2019 (the "Notes") that a "Change of Control Triggering Event," as defined in the indenture governing the Notes, will occur upon the consummation of the proposed and previously announced acquisition (the "Acquisition") of the Company by Sycamore Partners. Pursuant to the terms of the Notes, in connection with the Acquisition, holders of the Notes will have the right to require the Company to purchase all or a portion of such holders' Notes at a price of 101% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the date of purchase (the "Purchase Price"). The Company has today commenced the offer to purchase (the "Offer") the Notes for the Purchase Price in contemplation of, and conditioned on, the consummation of the Acquisition.
The terms and conditions of the Offer are included in the Notice of Change of Control and Offer to Purchase dated March 6, 2014 and related Letter of Transmittal being distributed to holders of the Notes.
The Offer will expire at 5:00 p.m., New York City time, on April 3, 2014, unless extended (such time and date, as the same may be extended, the "Expiration Date"). Holders must validly tender their Notes at or prior to the Expiration Date to be eligible to receive the Purchase Price.
The Company has retained U.S. Bank National Association to act as the Depositary. Requests for additional documents may be directed to the Depositary in writing at U.S. Bank National Association, 111 Fillmore Avenue, St. Paul, Minnesota 55107-1402, Attention: Specialized Finance or by telephone at (800) 934-6802.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities.
About The Jones Group Inc.
The Jones Group Inc. (www.jonesgroupinc.com) is a leading global designer, marketer and wholesaler of over 35 brands with product expertise in apparel, footwear, jeanswear, jewelry and handbags. The Jones Group has a reputation for innovation, excellence in product quality and value, operational execution and talent. The Company also markets directly to consumers through branded specialty retail and outlet stores, through concessions at upscale department stores and through its e-commerce sites.
The Company's internationally recognized brands and licensing agreements (L) include: Nine West, Jones New York, Anne Klein, Kurt Geiger, Rachel Roy (L), Robert Rodriguez, Robbi & Nikki, Stuart Weitzman, Easy Spirit, Carvela, Gloria Vanderbilt, l.e.i., Bandolino, Enzo Angiolini, Nine & Co., Joan & David, Miss KG, Kasper, Energie, Evan-Picone, Le Suit, Mootsies Tootsies, Erika, Napier, Jessica Simpson (L), Givenchy (L), Judith Jack, Albert Nipon, Pappagallo and Rafe (L).
Cautionary Statement Regarding Forward-Looking Statements
Statements about the expected timing, completion and effects of the Offer, and all other statements made in this communication that are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of words such as "may," "will," "expect," "plan," "anticipate," "believe," or "project," or the negative of those words or other comparable words. Any forward-looking statements included in this communication are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those suggested by the projected results in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the transactions described herein; approval of the merger by the Company's shareholders (or the failure to obtain such approval); the Company's ability to maintain relationships with customers, employees or suppliers following the announcement of the merger agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the parties to satisfy the conditions to closing of the proposed transactions; the risk that the merger and the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; and the risks that are described from time to time in the Company's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 18, 2014, in other of the Company's filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions. The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations. Any or all of the Company's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company's control.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by affiliates of Sycamore Partners. In connection with the proposed merger, the Company has filed a definitive proxy statement and other related documents with the SEC and will mail a definitive proxy statement to its shareholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Company's shareholders will be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. The Company's shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at 1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Company's website, www.jonesgroupinc.com, or by contacting D.F. King & Co., Inc., which is assisting Jones, toll-free at (800) 967-4607.
Certain Information Concerning Participants
The Company and its directors and officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company's shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed merger filed with the SEC. Investors should read the definitive proxy statement carefully before making any voting or investment decisions.
SOURCE The Jones Group Inc.