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J.Crew Files for Bankruptcy

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J.Crew Group Inc. on Monday filed a voluntary petition for bankruptcy court protection in order to deleverage its balance sheet, with a plan to keep its denim-centric Madewell concept under its corporate umbrella.

The company said the Chapter 11 petition was filed in a federal bankruptcy court in Richmond, Va., and that Libby Wadle will continue in her role as Madewell CEO.

Prior to the filing, the company had planned to spin off Madewell and used the initial public offering proceeds to help pay down debt. But there were rumblings late last year that some potential investors were concerned about business projections and weren’t so keen on estimated valuations. Then stock market volatility in March prompted the company to pull the IPO, with a re-evaluation planned for the end of April. Meanwhile, all J.Crew and Madewell retail stores shut down in mid-March as COVID-19 spread across the U.S.

Word of a bankruptcy filing resurfaced in earnest last week as the end-of-April timeline for the IPO re-evaluation grew closer to the start of May.

J.Crew said on Monday that it has reached an agreement with 71 percent of its term loan lenders and 78 percent of those holding its IPCo Notes, as well as financial sponsors, to restructure its debt. That agreement has its lenders converting $1.65 billion of the company’s debt into equity.

The company also has secured $400 million in a debtor-in-possession financing facility for use during its bankruptcy proceeding, as well as committed exit financing. The funds are provided by J.Crew’s existing lenders: Anchorage Capital Group, GSO Capital Partners and Davidson Kempner Capital Management, among others.

“This agreement with our lenders represents a critical milestone in the ongoing process to transform our business with the goal of driving long-term, sustainable growth for J.Crew and further enhancing Madewell’s growth momentum,” Jan Singer, J.Crew CEO, said.

“Throughout this process, we will continue to provide our customers with the exceptional merchandise and service they expect from us, and we will continue all day-to-day operations, albeit under these extraordinary COVID-19-related circumstances,” Singer added. “As we look to reopen our stores as quickly and safely as possible, this comprehensive financing restructuring should enable our business and brands to thrive for years to come.”

Kevin Ulrich, Anchorage Capital’s CEO, described J.Crew and Madewell as “two classic American brands with deeply loyal customers.”

“We look forward to supporting Jan, Libby and the management team to recognize their full potential,” Ulrich added. “The significant deleveraging contemplated by this agreement, coupled with J.Crew Group’s strategy to strengthen its robust e-commerce platform to drive continued growth in its direct-to-consumer segment, will position the company for future success.”

The company’s Chapter 11 petition, filed under the name Chinos Holdings Inc., he name of the corporate umbrella, listed estimated assets and liabilities each at between $1 billion to $10 billion. Seventeen affiliates, include J.Crew Group, J.Crew International Inc. and Madewell Inc., also filed petitions.

Among the top five unsecured creditors are: Deloitte Consulting, New York, N.Y., $22.7 million; Cosmic Gear Ltd., Kowloon Bay, Hong Kong, $14.3 million; Sterling Apparel, San Po Kong, in Kowloon, Hong Kong, $13.7 million; RMG Fashion Ltd., Kwai Chung, New Territories region, Hong Kong, $12.6 million, and Fashion Accessories, Gurgaon Haryana, India, $11.1 million.

Among those listed in the remaining top 30 unsecured creditors list, the majority appear to be apparel firms located across a wide range of Asian countries that include Taiwan, Vietnam, China, South Korea and Macau, although most were located in Hong Kong.

The company hired Lazard Frères & Co. as its investment banker, Weil, Gotshal & Manges as it bankruptcy counsel, Alix Partners as financial advisor and Hilco Real Estate as real estate advisor, among others.

The Virginia bankruptcy court still has to approve J.Crew’s hiring of its advisors for the Chapter 11 proceedings, as well as its DIP financing.

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