| 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.
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.
