Add
JNY to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| JNY > SEC Filings for JNY > Form 8-K on 15-Apr-2009 | All Recent SEC Filings |
15-Apr-2009
Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fin
On April 15, 2009, Jones Apparel Group, Inc. (the "Company") announced that it, Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation (together, the "Issuers") and U.S. Bank National Association (as successor in interest to SunTrust Bank), as trustee, entered into a supplemental indenture (the "Supplemental Indenture") that amended the terms of the indenture (the "Indenture") governing their outstanding Senior 4.250% Notes due 2009 (the "2009 Notes"), 5.125% Senior Notes due 2014 (the "2014 Notes") and 6.125% Senior Notes due 2034 (together with the 2009 Notes and the 2014 Notes, the "Notes"). The amendments to the Indenture provide for a carveout to the lien covenant for liens incurred in connection with a new senior secured credit facility (the "Amendments") to be entered into by the Issuers.
The Supplemental Indenture provides that the Amendments will become operative upon the payment of the consent fee to each holder of the Notes that validly consented and did not validly revoke such consent to the Amendments. The Issuers will accept the consents and pay or cause to be paid the consent fee of $20 per $1,000 principal amount of Notes for which consents were validly delivered after the satisfaction of all the conditions set forth in the Consent Solicitation Statement dated April 1, 2009. The Supplemental Indenture will be binding on all holders, including non-consenting holders of Notes.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the definitive Supplemental Indenture, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
On April 15, 2009, the Issuers received the consents of holders representing at least a majority in principal amount of the Notes then outstanding pursuant to their previously announced consent solicitation with respect to the Notes (the "Required Consents").
As of 3:00 p.m., New York City time, on April 15, 2009, the Issuers had received consents in respect of $604,756,000 principal amount of the Notes, or approximately 81% of the aggregate principal amount of Notes outstanding. On April 15, 2009, the Issuers and the trustee executed a Supplemental Indenture amending the terms of the Indenture governing the Notes. As a result of the execution of the Supplemental Indenture, holders of Notes who have delivered consents pursuant to the consent solicitation may not revoke their consents and holders of the 2009 Notes who have delivered tenders pursuant to the Issuers' previously announced tender offer and also delivered consents pursuant to the consent solicitation may not withdraw their tenders or revoke their consents.
The Company issued a press release on April 15, 2009 announcing the receipt of required consents in the consent solicitation, which is attached hereto as Exhibit 99.1 and furnished herewith.
Exhibit No. Description
10.1 Second Supplemental Indenture dated as of April 15, 2009 between Jones
Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel
Group USA, Inc., Nine West Footwear Corporation and Jones Retail
Corporation, as Issuers, and U.S. Bank National Association, as Trustee.
99.1 Press Release of the Registrant dated April 15, 2009.
|
|
|