UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 7, 2011
THE JONES GROUP INC.
(Exact Name of registrant as specified in its charter)
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| Pennsylvania | | 1-10746 | | 06-0935166 |
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(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1411 Broadway
New York, New York 10018
(Address of principal executive offices)
(212) 642-3860
(Registrant’s telephone number, including area code)
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01 | | — Entry into a Material Definitive Agreement. |
On March 7, 2011, The Jones Group Inc. (“Jones”) and its subsidiaries Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG Footwear, Accessories and Retail Corporation (collectively, the “Issuers”) issued and sold $300,000,000 in aggregate principal amount of the Issuers’ 6.875% Senior Notes due 2019 (the “Notes”).
In connection with the issuance and sale of the Notes, the Issuers entered into an underwriting agreement dated as of March 2, 2011 (the “Underwriting Agreement”), with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives for the several underwriters (collectively, the “Underwriters”). Delivery of the Notes was made under the Underwriting Agreement on March 7, 2011.
The Underwriters or their affiliates have from time to time provided and/or may in the future provide investment banking, commercial banking and financial advisory services to the Issuers, for which they have received or will receive customary compensation. Affiliates of the Underwriters are agents and/or lenders under the Company’s revolving credit facility and will receive a portion of the proceeds from the offering of the Notes.
In connection with the issuance and sale of the Notes, the Issuers entered into an indenture dated as of March 7, 2011 (the “Indenture”), among the Issuers and U.S. Bank National Association, as trustee.
The terms of the Notes are governed by the Indenture. The Notes will mature on March 15, 2019. Interest on the Notes accrues at the rate of 6.875% per annum, payable semi-annually in cash on each March 15 and September 15, commencing on September 15, 2011. The Notes are joint and several obligations of the Issuers. The Notes are unsecured senior obligations of the Issuers.
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.
The Indenture contains certain covenants that, subject to a number of important exceptions and qualifications, limit, among other things, the Issuers’ ability and the ability of their restricted subsidiaries to create or permit to exist liens and to engage in sale and leaseback transactions.
In addition, 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.
The above summary of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the complete terms and provisions of the Underwriting Agreement and the Indenture, copies of which are filed herewith as Exhibits 1.1 and 4.1, respectively.
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