Debt | 5. Debt The components of the Company’s outstanding long-term debt at April 29, 2023 and January 28, 2023 were as follows (in thousands): At April 29, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Term Loan due 2028 $ 175,000 $ ( 10,847 ) $ ( 3,616 ) $ 160,537 Less: Current portion ( 8,750 ) — — ( 8,750 ) Net long-term debt $ 166,250 $ — $ — $ 151,787 At January 28, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 201,349 $ ( 786 ) $ ( 1,622 ) $ 198,941 Subordinated Term Loan due 2024 20,548 — ( 10,829 ) 9,719 Totals 221,897 ( 786 ) ( 12,451 ) 208,660 Less: Current portion ( 3,424 ) — — ( 3,424 ) Net long-term debt $ 218,473 $ ( 786 ) $ ( 12,451 ) $ 205,236 Term Loan Credit Agreement On April 5, 2023, the Company and Jill Acquisition LLC (the “Borrower”) entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the lenders party thereto and Jefferies Finance LLC (“Jefferies Finance”), as administrative and collateral agent. The Term Loan Credit Agreement provides for a secured term loan facility in an aggregate principal amount of $ 175.0 million with a maturity date of May 8, 2028 (the “Term Loan Facility”). Loans under the Term Loan Credit Agreement bear interest at the Borrower’s election at (1) Base Rate (as defined in the Term Loan Credit Agreement) plus 7.00 % or (2) Adjusted Term SOFR (as defined in the Term Loan Credit Agreement) plus 8.00 %, with Adjusted Term SOFR subject to a floor rate of 1.00 %. The Term Loan Credit Agreement facility is to be repaid in quarterly payments of $ 2.2 million from July 28, 2023 to May 2, 2025, and $ 3.3 million from August 1, 2025 to April 28, 2028 with the balance of the Term Loan Credit Agreement facility due upon maturity on May 8, 2028. The Borrower’s obligations under the Term Loan Credit Agreement are guaranteed by the Company and J.Jill Gift Card Solutions, Inc., a Florida corporation (“Jill Gift Card Solutions” and collectively with the Company, the “Guarantors”), and are secured by substantially all of the real and personal property of the Borrower and the Guarantors, subject to certain customary exceptions. The Term Loan Credit Agreement includes customary negative covenants for term loan agreements of this type, including covenants limiting the ability of the Borrower and the Guarantors to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness, in each case subject to customary exceptions for term loan agreements of this type. The Term Loan Credit Agreement also includes certain customary representations and warranties, affirmative covenants, certain financial covenants and events of default, including but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974 (“ERISA”), certain final non-appealable judgments that are not covered by a reputable and solvent insurance company, certain defaults under other indebtedness, change of control and certain Title 11 proceedings. In conjunction with the entry into the Term Loan Credit Agreement, the Company paid $ 3.7 million in third-party fees related to legal, consulting, agent and other fees. Of these costs, $ 3.1 million were deferred and presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets as of April 29, 2023 and will be amortized through the line item “Interest Expense” in the Company’s condensed consolidated statements of operations and comprehensive income over the term of the Term Loan Credit Agreement using the effective interest method. As of April 29, 2023, the Company was in compliance with all covenants. Priming and Subordinated Term Loans The proceeds from the Term Loan Credit Agreement, combined with a portion of the Company’s existing cash on hand, were used to repay in full the outstanding balances of $ 225.4 million, inclusive of $ 3.6 million interest, under the Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and the Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”). All security interests and liens incurred in connection with the Priming Credit Agreement and Subordinated Credit Agreement have been released. The prepayment of the Priming Credit Agreement and Subordinated Credit Agreement was in accordance with the terms of such agreements. A portion of the transaction was accounted for as a debt modification. As a result, approximately $ 0.4 million of deferred costs will continue to be deferred and amortized using the effective interest method through May 8, 2028, the maturity date of the Term Loan Facility. These fees are presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets. For repayment of the remaining portion of the Priming Credit Agreement and for the entirety of the Subordinated Credit Agreement, the Company recorded a loss on debt refinancing of $ 12.7 million of which $ 10.4 million relates to the Subordinated Facility, inclusive of the write-off of original issue discount, and deferred debt issuance costs and other fees, in the line item “Loss on debt refinancing” in its condensed consolidated statements of operations and comprehensive income and in the condensed consolidated statement of cash flows. No debt refinancing gains or losses were recognized during the thirteen weeks ended April 30, 2022. The Company was in compliance with all covenants under the Priming Credit Agreement and the Subordinated Credit Agreement at the time of their repayment. Asset-Based Revolving Credit Agreement The Company is party to a secured $ 40.0 million asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”). Based on the terms of the ABL Facility, as amended, the maturity date of the ABL Facility was extended to May 8, 2024 , in connection with the entry into the Term Loan Credit Agreement. The benchmark interest rate applicable to the loans under the ABL Facility is the forward-looking secured overnight financing rate. Borrowings under the ABL Facility are secured by a first lien on accounts receivable and inventory. In connection with the ABL Facility, the Company is subject to various financial reporting (including with respect to liquidity), financial and other covenants. Affirmative covenants include providing timely quarterly and annual financial statements and prompt notification of the occurrence of any event of default or any other event, change or circumstance that has had, or could reasonably be expected to have, a material adverse effect as defined in the ABL Facility. In addition, there are negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends, consolidate or merge with other entities, make advances, investments and loans or modify its organizational documents. The ABL Facility also includes certain financial maintenance covenants, including a requirement to maintain a fixed charge coverage ratio greater than or equal to 1.00 :1.00 if availability under the ABL Facility is less than specified levels. As of April 29, 2023 and January 28, 2023, the Company was in compliance with all covenants. The Company had no short-term borrowings under the Company’s ABL Facility as of April 29, 2023 and January 28, 2023. The Company’s available borrowing capacity under the ABL Facility as of April 29, 2023 and January 28, 2023 was $ 34.2 million and $ 30.0 million, respectively. At April 29, 2023 and January 28, 2023 , there were outstanding letters of credit of $ 5.8 million and $ 7.0 million, respectively, which reduced the availability under the ABL Facility. As of April 29, 2023 , the maximum commitment for letters of credit was $ 10.0 million. Subsequent Event On May 10, 2023, the Company entered into Amendment No. 6 to the ABL Credit Agreement (the “ABL Amendment”), by and among the Company, J.Jill Gift Card Solutions, the other guarantors party thereto from time to time, the other lenders party thereto from time to time and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment extended the maturity date of the ABL Credit Agreement from May 8, 2024 to May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement). The other terms and conditions of the ABL Credit Facility remain substantially unchanged. |