Issuers: | The Jones Group Inc.; Jones Apparel Group Holdings, Inc.; Jones Apparel Group USA, Inc.; JAG Footwear, Accessories and Retail Corporation | |
Securities: | 6.875% Senior Notes due 2019 (“Notes”) | |
Amount: | $300,000,000 | |
Coupon (Interest Rate): | 6.875% | |
Yield: | 6.875% | |
Spread to Benchmark Treasury: | 380 bps | |
Benchmark Treasury: | 2.750% due February, 2019 | |
Scheduled Maturity Date: | March 15, 2019 | |
Public Offering Price: | 100.00% plus accrued interest, if any, from March 7, 2011 | |
Gross Proceeds: | $300,000,000 | |
Underwriting Discount: | 2.00% of gross proceeds | |
Net Proceeds to Issuer before Estimated Expenses: | $294,000,000 | |
Net Proceeds to Issuer after Estimated Expenses: | $293,177,500 | |
Payment Dates: | March 15 and September 15 of each year, commencing on September 15, 2011 | |
Record Dates: | March 1 and September 1 of each year |
Redemption | The Notes will be redeemable in whole at any time or in part from time to time, at the Issuers’ option, at a redemption price equal to the greater of: | |
| (1) 100% of the principal amount of the Notes then outstanding to be redeemed; or | ||
| (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption at the applicable treasury rate, plus 50 basis points. | ||
Change of Control Triggering Event: | Upon the occurrence of a change of control triggering event (defined as a rating of lower than investment grade during a change of control trigger period), each holder of Notes will have the right to require the Issuers to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. | |
CUSIP: | 48020U AA6 | |
ISIN: | US48020UAA60 | |
Distribution: | SEC Registered (Registration No. 333-166566) | |
Listing: | None | |
Trade Date: | March 2, 2011 | |
Settlement Date: | March 7, 2011 (T+3) | |
Underwriting |
| Principal Amount | ||||
| Underwriter | of Notes | |||
| Citigroup Global Markets Inc. | $ | 120,000,000 | ||
| J.P. Morgan Securities Inc. | 99,000,000 | |||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 24,000,000 | |||
| SunTrust Robinson Humphrey, Inc. | 24,000,000 | |||
| Wells Fargo Securities, LLC | 24,000,000 | |||
| Goldman, Sachs & Co. | 9,000,000 | |||
Total | $ | 300,000,000 | ||
| Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth above. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to 0.375% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to 0.25% of the principal amount of the notes. If all the notes are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms |
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