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): ~~December~~January 817, ~~2019~~2020

J.Crew Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 333-175075

Delaware

22-2894486

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

225 Liberty Street

New York, New York 10281

(Address of principal executive offices, including zip code)

(212) 209-2500

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01. ~~Entry~~Regulation ~~Into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously disclosed, on December~~January 217, ~~2019~~2020, Chinos Holdings, Inc. (“Parent”), the ultimate parent of J. Crew Group, Inc. (the “Company”), ~~and~~filed ~~certain~~an ofamendment to ~~Parent’s~~its ~~subsidiaries~~registration ~~(collectively,~~statement ~~the~~on ~~“J.Crew~~Form ~~Parties”)~~S-1 ~~entered into an agreement~~ (the “~~Original Transaction Support Agreement~~S-1”) ~~relating~~with ~~to a series of transactions (together,~~ the ~~“Transactions”)~~ ~~with~~Securities ~~(i) certain~~and ~~holders~~Exchange ~~(such~~Commission ~~holders,~~relating to the ~~“Ad~~previously ~~Hoc~~announced ~~Creditors”)~~proposed ofinitial ~~over~~public offering ~~a majority~~ of ~~term~~its ~~loans~~common stock (the “~~Term Loans~~IPO”). ~~under~~The ~~that~~S-1 ~~certain~~contains ~~Amended~~information, ~~and~~including ~~Restated~~financial ~~Credit Agreement~~information, ~~dated~~relating ~~March 5, 2014,~~to ~~among~~the ~~certain~~ J.Crew ~~Parties, the lenders party thereto,~~ and ~~Wilmington~~Madewell ~~Savings Fund Society, FSB as successor administrative agent and (ii) TPG Chinos, L~~businesses.~~P.,~~ ~~TPG Chinos Co-Invest, L.P., Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and LGP Chino Coinvest LLC (collectively, the “Sponsors”).~~

OnThe ~~December 8, 2019,~~proposed ~~the~~offering ~~Parent~~will ~~and~~be ~~the~~made ~~J.Crew~~only ~~Parties~~by ~~entered~~means ~~into~~of ana ~~amended~~prospectus. ~~and~~A ~~restated~~copy ~~transaction~~of ~~support~~the ~~agreement~~preliminary ~~(the~~prospectus ~~“Amended~~may ~~and~~be ~~Restated~~obtained, ~~Transaction~~when ~~Support~~available, ~~Agreement”~~from the book running manager(s) ~~with~~of the Adproposed ~~Hoc~~offering ~~Creditors~~when ~~and~~identified. ~~Sponsors,~~A toregistration ~~reflect~~statement ~~that~~on ~~the~~Form ~~“New A~~S-1 ~~Senior~~relating ~~Secured~~to ~~Notes”~~these ~~and~~securities ~~“New~~has ~~A-2~~been ~~Senior~~filed ~~Secured~~with ~~Notes”~~the asSecurities ~~previously~~and ~~contemplated~~Exchange byCommission ~~the~~but ~~Original~~has ~~Transaction~~not ~~Support~~yet ~~Agreement~~become effective. ~~will~~These securities to be inregistered ~~the~~may ~~form~~not ~~of secured~~be ~~loans~~sold ~~instead~~nor ofmay ~~secured~~offers ~~notes,~~to ~~with~~buy ~~conforming~~be ~~changes~~accepted prior to the ~~documents~~time towhen ~~reflect~~ the ~~different~~registration ~~instrument~~statement becomes effective.

~~All~~The ~~other~~information ~~terms,~~in ~~conditions~~this ~~and transactions~~report under Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the ~~Original~~Securities ~~Transaction~~and ~~Support~~Exchange ~~Agreement~~Act of 1934, as ~~described~~amended in(the “Exchange Act”), or otherwise subject to the ~~Current~~liabilities ~~Report~~of onthat ~~Form~~Section, ~~8-K~~and ~~filed~~shall not be incorporated by reference into any filing under the ~~Company~~Securities onAct ~~December 2,~~of ~~2019~~1933, ~~remain~~as ~~substantially~~amended, or the ~~same~~Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Each~~Forward-Looking ofStatements the Transactions is on terms and conditions as set forth in the Amended and Restated Transaction Support Agreement and the exhibits thereto. The closing of each of the Transactions, including the public offering of certain equity of Madewell NewCo (the “Madewell IPO”), is conditioned upon the closing of the other Transactions and will be deemed to occur contemporaneously. The Amended and Restated Transaction Support Agreement contains certain representations, warranties and other agreements by the J.Crew Parties, the Ad Hoc Creditors and the Sponsors. The parties’ obligations thereunder are subject to various conditions and termination provisions as set forth therein. The Amended and Restated Transaction Support Agreement terminates if the Transactions, including the Madewell IPO, have not closed by March 18, 2020. Accordingly, there can be no assurance if or when the J.Crew Parties will consummate the transactions contemplated by the Amended and Restated Transaction Support Agreement. In connection with the Amended and Restated Transaction Support Agreement, the Ad Hoc Creditors will be indemnified on the terms set forth therein, and will also receive customary consideration, such as reimbursement of counsel expenses.

~~The~~Certain ~~foregoing description~~statements herein and in the exhibits attached hereto, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private ~~Amended~~Securities Litigation Reform Act of 1995. Such forward-looking statements reflect current expectations or beliefs concerning future events, and ~~Restated~~actual ~~Transaction~~results ~~Support~~of ~~Agreement~~operations ~~does~~may ~~not~~differ ~~purport~~materially from historical results or current expectations. Any such forward-looking statements are subject to bevarious ~~complete~~risks and uncertainties, including risks relating to the announced IPO, including risks that the IPO may not be consummated on the terms set forth in the S-1 or at all, or, if the IPO is ~~qualified~~consummated, risks that the anticipated benefits of the IPO may not be achieved, the Company’s substantial indebtedness, its substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of the global economy, competitive market conditions, its ~~entirety~~ability byto ~~reference~~attract and retain key personnel, its ability to successfully develop, launch and grow its newer concepts and execute on strategic initiatives, product offerings, sales channels and businesses, its ability to implement its growth strategy, material disruption to its information systems, compromises to its data security, its ability to maintain the ~~full~~value ~~text~~of its brands and protect its trademarks, its ability to implement its real estate strategy, changes in demographic patterns, adverse or unseasonable weather or other interruptions in its foreign sourcing, customer call, order fulfillment or distribution operations, increases in the demand for or prices of raw materials used to manufacture its products, trade restrictions or disruptions, if the ~~Amended~~IPO is not consummated, the Company’s continued exploration of strategic alternatives to maximize the value of the Company and ~~Restated~~the ~~Transaction~~risk ~~Support~~that ~~Agreement,~~such exploration may not lead to a ~~copy~~successful oftransaction and other factors which isare set forth in the section entitled “Risk Factors” and elsewhere in the Company’s ~~attached~~Annual ~~hereto~~Report ason ~~Exhibit~~Form 10-K and in all filings with the SEC made subsequent to the filing of the Form 10-K.1 Because of the factors described above and isthe ~~incorporated~~inherent uncertainty ~~herein~~of bypredicting ~~reference~~future events, the Company cautions you against relying on forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Forward-Looking~~SIGNATURE ~~Statements~~

~~Certain~~Pursuant ~~statements herein and in the exhibits attached hereto, are “forward-looking statements” made pursuant~~ to the ~~safe~~requirements ~~harbor provisions~~ of the ~~Private~~ Securities ~~Litigation~~Exchange ~~Reform~~ Act of ~~1995.~~1934, ~~Such forward-looking statements reflect~~ the ~~J.Crew~~registrant ~~Parties’~~has ~~current~~duly ~~expectations~~caused orthis ~~beliefs~~report ~~concerning future events, and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject~~ to ~~various risks and uncertainties, including the announced Transactions including risks that the Transactions may not~~ be ~~consummated~~signed on the terms set forth in the Amended and Restated Transaction Support Agreement or in the time frame anticipated or at all, or, if the Transactions are consummated, risks that the anticipated benefits of the Transactions may not be achieved, the Company’s substantial indebtedness, its ~~substantial~~behalf ~~lease~~by ~~obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences,~~ the ~~strength of the global economy~~undersigned, ~~competitive market conditions, its ability to attract and retain key~~ ~~personnel,~~hereunto ~~its~~duly ability to successfully develop, launch and grow its newer concepts and execute on strategic initiatives, product offerings, sales channels and businesses, its ability to implement its growth strategy, material disruption to its information systems, compromises to its data security, its ability to maintain the value of its brands and protect its trademarks, its ability to implement its real estate strategy, changes in demographic patterns, adverse or unseasonable weather or other interruptions in its foreign sourcing, customer call, order fulfillment or distribution operations, increases in the demand for or prices of raw materials used to manufacture its products, trade restrictions or disruptions, if the Transactions are not consummated, the Company’s continued exploration of strategic alternatives to maximize the value of the Company and the risk that such exploration may not lead to a successful transaction and other factors which are set forth in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K and in all filings with the SEC made subsequent to the filing of the Form 10-Kauthorized. Because of the factors described above and the inherent uncertainty of predicting future events, the Company cautions you against relying on forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1*		Amended and Restated Transaction Support Agreement

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished as a supplement to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

J.CREW GROUP, INC.

Date: January 17, 2020

/s/ Vincent Zanna

Vincent Zanna

Chief Financial Officer and Treasurer

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