J.Crew Group: exchange of the outstanding $566.5 million aggregate principal amount of 7.75%/8.50% Senior PIK Toggle Notes due 2019

NEW YORK, 2017-Jun-13 — /EPR Retail News/ — J.Crew Group, Inc. (the “Company”) today (June 12, 2017) announced that J.Crew Brand, LLC (“BrandCo”) and J.Crew Brand Corp. (“BrandCorp” and, together with BrandCo, the “New Notes Co-Issuers”), both indirect wholly-owned subsidiaries of the Company, and Chinos Holdings, Inc., the ultimate parent of the Company (“Parent” and, collectively with the New Notes Co-Issuers, the “New Securities Issuers”), have commenced a private offer (such offer, the “Exchange Offer”) to certain eligible noteholders described below to exchange any and all of the outstanding $566.5 million aggregate principal amount of 7.75%/8.50% Senior PIK Toggle Notes due 2019 (CUSIP Nos 16961UAA4 and U1680U AA3, ISIN Nos US16961UAA43 and USU1680UAA35) (the “Old Notes”) issued by Chinos Intermediate Holdings A, Inc., a direct wholly-owned subsidiary of Parent (the “Old Notes Issuer”), for newly issued:

(i) 13% Senior Secured Notes due 2021 to be issued by the New Notes Co-Issuers in an aggregate principal amount of up to $250 million (the “New Notes” and, together with the New Guarantees (as defined herein), the “New Debt Securities”),

(ii) shares of Parent’s 7% non-convertible perpetual preferred stock, series A, no par value per share, with an aggregate initial liquidation preference of up to $190,000,000 (the “New Series A Preferred Stock”) and

(iii) shares of Parent’s class A common stock, $0.00001 par value per share (the “Class A Common Stock” and, collectively with the New Series A Preferred Stock and the New Debt Securities, the “New Securities”), representing up to approximately 15% of the common equity of Parent, in each case, upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated June 12, 2017 (the “Offering Memorandum”).

The purpose of the Exchange Offer is to refinance the Old Notes to reduce the consolidated indebtedness of Parent and its subsidiaries and to extend the average maturity thereof. The Exchange Offer is conditioned on a minimum of 95% of the outstanding aggregate principal amount of Old Notes being validly tendered, not withdrawn and accepted in the Exchange Offer.  This condition may not be waived without the consent of certain holders of outstanding Old Notes and their affiliates that also hold a portion of term loans under the Term Loan Facility (as defined below) (such holders, the “Ad Hoc Creditors”).

Eligible holders who validly tender their Old Notes in the Exchange Offer prior to 5:00 p.m., New York City time, on June 23, 2017 (such date and time, as it may be extended, the “Early Deadline”) and do not validly withdraw their tender prior to 5:00 p.m., New York City time, on June 23, 2017 (such date and time, as it may be extended, the “Withdrawal Deadline”) will receive the Total Exchange Consideration.  “Total Exchange Consideration” means, for each $1,000 principal amount of Old Notes validly tendered, not withdrawn and accepted by the New Securities Issuers:

(i) $441.308013 principal amount of New Notes (which includes the “Early Tender Payment” of $40 principal amount of New Notes per $1,000 principal amount of Old Notes tendered),

(ii) $335.394 initial liquidation preference (0.335394 shares) of New Series A Preferred Stock, and

(iii) 30.695204 shares of Class A Common Stock, in each case subject to rounding.

Eligible holders who validly tender and do not validly withdraw Old Notes in the Exchange Offer after the Early Deadline, but prior to 11:59 p.m., New York City time, on July 10, 2017 (such date and time, as it may be extended, the “Expiration Time”), will receive the “Exchange Consideration,” which is the Total Exchange Consideration less the Early Tender Payment for Old Notes accepted in the Exchange Offer. The “Settlement Date” is expected to be three business days after the Expiration Time, but in no event later than the fifth business day following the Expiration Time. Holders whose Old Notes are accepted in the Exchange Offer will not receive additional consideration in respect of any accrued and unpaid interest on such Old Notes from and including the last interest payment date on such Old Notes to, but not including, the Settlement Date. The New Notes will mature on September 15, 2021, bear interest at a rate of 13% per annum, payable semi-annually in cash in arrears, and will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest, jointly and severally, on a senior secured basis, by J. Crew Brand Intermediate, LLC, the direct parent of BrandCo (“Parent Guarantor”), J. Crew Domestic Brand, LLC (“IPCo”) and J. Crew International Brand, LLC (together with IPCo, the “Subsidiary Guarantors”), each of which is an indirect domestic subsidiary of the Company (each, a “Guarantor” and collectively, the “Guarantors”).  The guarantees of the Guarantors are collectively referred to herein as the “New Guarantees.” BrandCorp, the corporate co-issuer of the New Notes, is a wholly-owned subsidiary of BrandCo, has no assets and is not expected to have any cash flow to apply to payments on the New Notes.

The New Debt Securities will be secured (subject to permitted liens under the indenture governing the New Notes (the “New Notes Indenture”)) by (a) first-priority liens on (i) the Initial Transferred IP (as defined below), (ii) IPCo’s rights under the Intellectual Property License Agreement that IPCo entered into on December 6, 2016 with J.Crew International, Inc., an indirect wholly-owned subsidiary of the Company (“JCI”), and J.Crew Operating Corp., a direct wholly-owned subsidiary of the Company (“OpCo”) (solely in its capacity as payor on behalf of JCI), pursuant to which JCI transferred a 72.04% undivided interest in certain of its U..S. intellectual property assets (the “Initial Transferred IP”) to IPCo (such agreement, as will be amended and restated concurrently with the settlement of the Exchange Offer, the “A&R IP License Agreement”), (iii) a pledge of 100% of the equity interests of the New Notes Co-Issuers and the Subsidiary Guarantors, including IPCo (the “IP Group Pledge”), and (iv) substantially all other assets of the New Notes Co-Issuers and the Guarantors (including (x) any cash held by the New Notes Co-Issuers or any of the Guarantors, (y) certain intercompany loans described in the Offering Memorandum and (z) any Old Notes validly tendered, not withdrawn and accepted in the Exchange Offer, which will not be cancelled but will continue to be held by BrandCo, subject to the terms of the New Notes Indenture) (collectively, the “Other IP Group Assets”); and, in the event the Term Loan Transactions (as defined below), are completed, (b) second-priority liens on (i) the Additional Transferred IP (as defined below) and (ii) IPCo’s rights under the new Intellectual Property Agreement that IPCo will enter into on the Settlement Date with JCI and OpCo (solely in its capacity as payor on behalf of JCI) substantially in the form of the A&R IP License Agreement (the “Additional IP License Agreement”).

IPCo’s assets currently consist solely of (i) the Initial Transferred IP, consisting of certain U.S. intellectual property rights currently used by the Company and its subsidiaries in the conduct of their business and (ii) its rights under the A&R IP License Agreement. Pursuant to the A&R IP License Agreement, the Company and certain of its subsidiaries will continue to exclusively use the Transferred IP (as defined below) and OpCo, on behalf of JCI, will pay to IPCo a fixed license fee of $42.5 million per annum or, in the event Term Loan Transactions are completed and the Additional IP License Agreement entered into, an aggregate of $59.0 million per annum, payable semi-annually.

Parent will pay, to the extent of lawfully available funds, cash dividends on the New Series A Preferred Stock, when, as and if declared by Parent’s board of directors (or a duly authorized committee thereof).  Dividends on the New Series A Preferred Stock will be cumulative and accrue from the Settlement Date at a rate of 7% per annum, payable at a rate of 5% per annum in cash and 2% per annum through an increase in liquidation preference, in each case, semiannually, in arrears, on September 15 and March 15 of each year, commencing on September 15, 2017.

Equity Recapitalization

Subject to the closing of the Exchange Offer, and concurrently therewith, a majority in interest of the current holders of Parent’s Class L Common Stock, par value $0.001 per share (the “Class L Common Stock”), including TPG Capital, L.P. (together with its affiliates, “TPG”) and Leonard Green & Partners, L.P. (together with its affiliates, “LGP” and, together with TPG, the “Sponsors”), will elect to convert all the outstanding shares of Class L Common Stock into (i) 110,000 shares of Parent’s 7% non-convertible perpetual preferred stock, Series B, no par value, with an initial liquidation preference of $1,000 per share ($110 million aggregate initial liquidation preference) that will be pari passu with the New Series A Preferred Stock (the “New Series B Preferred Stock”), and (ii) 95,350,555.66 shares of Parent’s Class A Common Stock (collectively, the “Recapitalization”).

Dividends on the New Series B Preferred Stock will accrue from the Settlement Date at a rate of 7% per annum, semi-annually, in arrears, on September 15 and March 15 of each year, commencing on September 15, 2017.  After distributions have been made on the New Series B Preferred Stock that equal the liquidation preference thereof and all accrued dividends thereon, the holders of the New Series B Preferred Stock shall be entitled to receive, in the aggregate, approximately 3% of the sum of any distributions made in respect of Class A Common Stock.

In connection with the Recapitalization, the Principal Investors Stockholders’ Agreement, dated as of March 7, 2011, among Parent, the Old Notes Issuer, Chinos Intermediate Holdings B, Inc., an indirect wholly-owned subsidiary of Parent (“Intermediate Holdings B”), the Company, the Sponsors and the other stockholders party thereto, will be amended and restated to provide that the holders of the Class A Common Stock will be subject to certain rights and obligations as set forth in greater detail therein.

In connection with the Exchange Offer, the Company intends to implement a new management incentive plan, pursuant to which it is expected that certain officers and employees of the Company will be entitled to receive equity awards of up to 10% of the Class A Common Stock outstanding after the Exchange Offer and up to $20 million in initial liquidation preference of additional New Series B Preferred Stock of Parent. The Class A Common Stock component of the new management incentive plan will dilute all holders of the Class A Common Stock. Any additional New Series B Preferred Stock will be in addition to the New Series B Preferred Stock.

The Proposed Term Loan Transactions

Concurrently with the Exchange Offer, the Company is seeking to amend its Amended and Restated Credit Agreement, dated as of March 5, 2014 (the “Term Loan Agreement”), by and among, inter alios, the Company, Intermediate Holdings B, Wilmington Savings Fund Society, FSB, as Administrative Agent (the “Term Loan Agent”), and the Lenders party thereto (such amendment, the “Term Loan Amendment”).

If requisite consents are received for the Term Loan Amendment, the Company will engage in a series of transactions (the “Term Loan Transactions”) concurrently with the settlement of the Exchange Offer, including the purchase of $150 million principal amount of term loans under the Term Loan Agreement held by lenders who consent to the Term Loan Amendment at par plus accrued interest thereon; additional borrowings under the Term Loan Agreement of $30 million principal amount (at a 2% discount), to be provided by new or existing lenders, or in lieu thereof, one or more Sponsors (or affiliates thereof), the net proceeds of which will be applied by the Company to finance the refinancing, redemption or repurchase of term loans referenced above; the issuance of $97 million principal amount of New Private Placement Notes (as defined below) at a 3% discount in a private placement (the “Concurrent Private Placement”) pursuant to the terms of the Note Purchase Agreement (as defined below), the proceeds of which will be lent on a subordinated basis by BrandCo to the Company to finance the refinancing, redemption or repurchase of term loans referenced above; the contribution by JCI to IPCo of the remaining undivided 27.96% ownership interest of certain U.S. intellectual property rights  not previously included in the Initial Transferred IP (the “Additional Transferred IP” and, together with the Initial Transferred IP, the “Transferred IP”), in which case, the references herein to the “Transferred IP” will include an aggregate 100% ownership interest in such U.S. intellectual property rights); and a direction to the Term Loan Agent to dismiss, with prejudice, certain litigation relating to the assignment of the Initial Transferred IP (and related matters).

The Exchange Offer is not conditioned upon approval of the Term Loan Amendment. However, if requisite consents for the Term Loan Amendment are obtained, the settlement of the Exchange Offer will be conditioned upon the completion of the Term Loan Transactions. If the Term Loan Amendment is not approved, the Term Loan Transactions will not be completed, but, if the conditions to the Exchange Offer are satisfied or waived, the Exchange Offer will be consummated.

Restructuring Support Agreement

The Ad Hoc Creditors have entered into a Restructuring Support Agreement (the “RSA”), dated June 12, 2017, with Parent and certain of its subsidiaries and affiliates, pursuant to which, subject to the terms and conditions thereof, the Ad Hoc Creditors agreed to take certain actions in support of the Term Loan Transactions, including (i) voting in favor of the Term Loan Amendment as lenders under the Term Loan Agreement; and (ii) if the Term Loan Transactions are consummated, subject to the terms and conditions contained in the Note Purchase Agreement, purchasing an aggregate of $97 million principal amount of the New Private Placement Notes in the Concurrent Private Placement.  In addition, the Ad Hoc Creditors hold approximately 67% of the outstanding Old Notes and have agreed to tender their Old Notes in the Exchange Offer, which contains a 95% minimum tender condition, provided that each Ad Hoc Creditor may withhold or tender in its discretion 3% of the outstanding Old Notes (6% total), and provided further that if one Ad Hoc Creditor tenders any withheld Old Notes in the Exchange Offer, the other Ad Hoc Creditor is required to tender its withheld Old Notes in the Exchange Offer. The agreements and obligations of the Ad Hoc Creditors under the RSA are subject to the conditions, restrictions and provisions contained therein.

Note Purchase Agreement and Concurrent Private Placement

The Company, the New Notes Co-Issuers and the Guarantors have entered into a Note Purchase Agreement (the “Note Purchase Agreement”), dated June 12, 2017, with the Ad Hoc Creditors, pursuant to which, the Ad Hoc Creditors have agreed, in the event the Term Loan Transactions are completed, to purchase $97 million principal amount of an additional series of 13% Senior Secured Notes due 2021 (the “New Private Placement Notes”) to be issued by the New Notes Co-Issuers at a 3% discount in the Concurrent Private Placement. The agreements and obligations of the Ad Hoc Creditors under the Note Purchase Agreement are subject to the conditions, restrictions and provisions contained therein.

The New Private Placement Notes will be governed by an indenture substantially in the form of the New Notes Indenture and will also be guaranteed by the Guarantors. In the event the Term Loan Transactions are completed and the New Private Placement Notes are issued in the Concurrent Private Placement, the New Private Placement Notes and the guarantees thereof will be secured (subject to permitted liens under the indenture governing the New Private Placement Notes) by (a) first-priority liens on (i) the Additional Transferred IP, (ii) IPCo’s rights under the Additional IP License Agreement, (iii) the IP Group Pledge, and (iv) the Other IP Group Assets; and (b) second-priority liens on (i) the Initial Transferred IP and (ii) IPCo’s rights under the A&R IP License Agreement.

Consent Solicitation

In conjunction with the Exchange Offer, the Old Notes Issuer is soliciting consents (the “Consent Solicitation”) from holders of the Old Notes to suspend, subject to certain conditions, substantially all of the covenants, restrictive provisions and events of default under the indenture governing the Old Notes (the “Old Notes Indenture”) and provide the Old Notes Issuer, any guarantor under the Old Notes Indenture and any of their respective affiliates, in each case, that holds the Old Notes, with the ability to vote on directions, waivers and consents under the Old Notes Indenture.  The Exchange Offer is conditioned upon the completion of the Consent Solicitation.  The Ad Hoc Creditors have agreed pursuant to the RSA, subject to the terms and conditions thereof, to tender Old Notes (and thereby provide consents) with respect to a sufficient principal amount of Old Notes to ensure adoption of the Proposed Amendments, which will become operative only upon completion of the Exchange Offer. Holders who validly tender (and do not validly withdraw) their Old Notes pursuant to the Exchange Offer will be deemed to have delivered their consents pursuant to the Consent Solicitation by such tender. Holders may not deliver consents without tendering their Old Notes, and holders may not tender their Old Notes without delivering consents.

Old Notes subject to the Exchange Offer and Consent Solicitation may be validly withdrawn at any time on or before the Withdrawal Deadline, but not thereafter, even if the Early Deadline or Expiration Time is extended. The valid withdrawal of tendered Old Notes prior to the Withdrawal Deadline will be deemed to be a concurrent revocation of the corresponding consent.

Available Documents and Other Details

Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws.

Noteholders who desire to complete an eligibility form should either visit the website for this purpose at http://main.dfking.com/jcrew/index.asp or request instructions by sending an e-mail to jcrew@dfking.com or calling D.F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at 800-714-3306 (U.S. Toll-free) or 212-269-5550 (Collect).

The New Securities will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the New Securities may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.  Accordingly, the New Securities are being offered and issued only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act). Non U.S.-persons may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Securities.  The Exchange Offer and Consent Solicitation are only being made pursuant to the Confidential Offering Memorandum and Consent Solicitation Statement and the related letter of transmittal.  The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Certain statements herein, including statements regarding the Exchange Offer and Term Loan Transactions, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs 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 Company’s substantial indebtedness and the indebtedness of its indirect parent, the retirement, repurchase or exchange of its indebtedness or the indebtedness of its indirect parent, its substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of the global economy, declines in consumer spending or changes in seasonal consumer spending patterns, competitive market conditions, its ability to 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, its ability to implement its real estate strategy, adverse or unseasonable weather, interruptions in its foreign sourcing operations, and other factors which are set forth in the section entitled “Risk Factors” and elsewhere in the Offering Memorandum and in the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and in all filings with the SEC made subsequent to the filing of the Form 10-Q. Because of the factors described above and the inherent uncertainty of predicting future events, the Company cautions you against relying on forward-looking statements, whether as a result of new information, future events or otherwise.

About J.Crew Group, Inc.

J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women’s, men’s and children’s apparel, shoes and accessories. As of June 12, 2017, the Company operates 278 J.Crew retail stores, 117 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, and 178 factory stores (including 39 J.Crew Mercantile stores). Certain product, press release and SEC filing information concerning the Company are available at the Company’s website www.jcrew.com.

SOURCE: J.Crew Group, Inc.

J.Crew Group announces strategic changes across its organization

NEW YORK, 2017-May-25 — /EPR Retail News/ — J.Crew Group, Inc. (the “Company”) today announced several strategic changes across its organization to better position the Company for sustainable and profitable growth.

“Today’s retail environment is changing more rapidly than ever before. Customers demand greater speed to market, convenience and personalized shopping experiences” said J.Crew Chairman and CEO Millard Drexler.  “At J.Crew, we are embracing this change and making necessary adjustments to our business and teams to move us forward in a more efficient and dynamic way.”

As a part of the strategic reorganization:

  • Michael J. Nicholson, President, Chief Operating Officer and Chief Financial Officer of J.Crew Group, Inc. will additionally assume responsibility for the J.Crew Brand which includes the planning and allocation, merchandising, marketing and design functions.  Mr. Nicholson joined J.Crew in 2016 and has been instrumental in directing and driving J.Crew’s strategic evolution.  Mr. Nicholson has extensive experience across all aspects of retail and will continue to optimize operational excellence while leveraging the power of the iconic J.Crew brand.  He will continue to report to Millard Drexler, Chairman and CEO.
  • Lisa Greenwald has been named Chief Merchandising Officer of the J.Crew Brand.  In her new role, Ms. Greenwald will oversee merchandising across J.Crew women’s, men’s, and crewcuts.  Ms. Greenwald joined J.Crew in 2004 and has held various positions of increasing responsibility in both the J.Crew and Madewell merchandising organizations.  Most recently, Ms. Greenwald served as  Senior Vice President of Merchandising for Madewell where she leveraged her proven merchandising skills to build and grow the business.  Ms. Greenwald will now report to Mr. Nicholson.
  • J.Crew also recently announced that Somsack Sikhounmuong was named Chief Design Officer, effective April 5, 2017.  In this role, he oversees the women’s, men’s and crewcuts’ design teams. Mr. Sikhounmuong has been with J.Crew since 2001, serving in various senior design roles, and from 2013-2015 he was Head of Design for Madewell where he was a key contributor to the brand’s success.  Mr. Sikhounmuong will now report to Mr. Nicholson.
  • Libby Wadle has been named President of the Madewell Brand.  Most recently, Ms. Wadle served as President of the J.Crew Brand and joined the Company in 2004. Throughout her tenure, Ms. Wadle has held senior management roles across multiple functions of the business, including J.Crew Factory and Madewell. Ms. Wadle will continue to report to Millard Drexler, Chairman and CEO and is well positioned to lead the Madewell team into its next phase of growth.

“We have an incredibly talented team of passionate leaders and will further leverage their strengths and talents as we continue to focus on making critical improvements in our business,” said Drexler.

Additional organizational changes are also being made across the Company reflecting J.Crew’s commitment to long-term profitable growth while, at the same time, creating a more efficient, nimble and streamlined team structure. As part of the reorganization, J.Crew announced today that the Company will initiate a headcount reduction comprised of approximately 150 full-time and 100 open positions, primarily from its corporate headquarters. The Company expects to realize approximately $30 million of annualized pre-tax savings in connection with this reduction in force and will record a charge of approximately $10 million in the first quarter of fiscal 2017 for severance payments and other termination costs.

Drexler concluded, “We take these difficult decisions very seriously, but believe they are absolutely necessary.  We are streamlining our teams  as we evolve our business and processes to cater to the new demands of the retail industry.  While challenging, we know what needs to be done and this is a critical step to position J.Crew for the future.  We are committed to treating impacted associates with respect and support through this period of change.”

About J.Crew Group, Inc.
J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women’s, men’s and children’s apparel, shoes and accessories. As of April 25, 2017 the Company operates 278 J.Crew retail stores, 115 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 179 factory stores (including 39 J.Crew Mercantile stores). Certain product, press release and SEC filing information concerning the Company are available at the Company’s website www.jcrew.com.

Forward-Looking Statements:
Certain statements herein, including the expected benefits from organizational changes and the reduction in force, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs 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 Company’s substantial indebtedness and the indebtedness of its indirect parent, the retirement, repurchase or exchange of its indebtedness or the indebtedness of its indirect parent, its substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of the global economy, declines in consumer spending or changes in seasonal consumer spending patterns, competitive market conditions, its ability to 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, its ability to implement its real estate strategy, adverse or unseasonable weather, interruptions in its foreign sourcing operations, 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-K. 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.

Contact:
+1 434 385 5775

SOURCE: J. Crew Group, Inc.

J.Crew Group President and Executive Creative Director Jenna Lyons to leave the company

NEW YORK, 2017-Apr-05 — /EPR Retail News/ — J.Crew Group, Inc. (the “Company”) announced today (April 3, 2017) that Jenna Lyons, President and Executive Creative Director, will be leaving the Company.  Ms. Lyons will remain with J.Crew as a creative advisor until the end of her current contract, which expires in December 2017.

Ms. Lyons has been with J.Crew for 26 years and has served as President and Executive Creative Director since 2012.  Prior to 2012, Ms. Lyons held various design positions across the organization.  J.Crew will not be replacing Ms. Lyons. Her current responsibilities, which include the oversight of all product design, visual and brand presentation, will be transitioned to other members of the J.Crew executive team.

Somsack Sikhounmuong, currently Head of Women’s Design, will be promoted to Chief Design Officer which will include the oversight of the women’s, men’s and crewcuts design teams, effective immediately. Mr. Sikhounmuong has been with J.Crew since 2001, in senior design roles, and from 2013-2015 served as Head of Design for Madewell where he was a key contributor to the brand’s success.  Mr. Sikhounmuong will report directly to Millard Drexler, Chairman and CEO.

Mr. Drexler stated, “It has been an absolute pleasure to work with Jenna as my trusted partner for the past 14 years.  She has made many significant contributions to J.Crew and has built an incredibly talented team.  J.Crew is focused on continuing the progress underway as we execute on our strategic initiatives and position the Company for the long term.  We have taken important steps to improve our performance and are confident that the team in place will continue these efforts.”

Drexler continued, “Somsack and our design teams have a deep understanding of the aesthetic and style our customers rely on J.Crew to deliver, with a proven track record of driving creative vision in-line with our brand DNA.  We are excited to extend Somsack’s vision across all design categories and look forward to the team’s contributions.  As always, delivering the very best product, value and brand experience across channels is our top priority.  We look forward to this next chapter and thank Jenna for her continued dedication to our team and passion for our brand.”

Ms. Lyons stated, “It has been beyond my wildest dreams to work with such an amazing team of people at such an incredible brand and alongside Mickey — one of retail’s most talented visionaries.  I am excited about the next chapter for J.Crew as well as the opportunity for other creative leaders within the organization to step up and take on new responsibilities. Having spent the better part of my life with J.Crew, I feel an immense pride and love for everyone at the Company as well as for our loyal J.Crew customers.  I look forward to supporting our team through this natural transition.”

J.Crew continues to make meaningful and strategic changes across the organization to better position it for future growth.  The Company has been strengthening its operations to be able to move more quickly to address today’s fast changing world, focusing on sales productivity with new merchandising and marketing initiatives, which are expected to enhance customer loyalty and extend brand reach.  Several other key operational initiatives are underway to position the Company to optimize its global sourcing and supply chain, with continued reviews of all aspects of the business to drive further efficiencies in the year ahead.

About J.Crew Group, Inc.

J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women’s, men’s and children’s apparel, shoes and accessories. As of March 21, 2017, the Company operates 281 J.Crew retail stores, 113 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 180 factory stores (including 39 J.Crew Mercantile stores). Certain product, press release and SEC filing information concerning the Company are available at the Company’s website www.jcrew.com.

Forward-Looking Statements:

Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements reflect the Company’s current expectations or beliefs 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 that are set forth in the Company’s Form 10-K and in all filings made with the SEC made by the Company subsequent to the filing of the Form 10-K.  The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Tel: +1 434 385 5775
Email: help@jcrew.com

SOURCE: J. Crew Group, Inc.