Jones holders tender $363.65 million 6 7/8% notes for exchange so far

By Angela McDaniels

Tacoma, Wash., April 7 - Jones Group Inc. said holders had tendered $363,648,000 principal amount, or 90.91%, of its $400 million 6 7/8% senior notes due 2019 as of 5 p.m. ET on April 4, which was the early participation deadline in an exchange offer that began March 24.

The notes were issued by Jones Group, Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG Footwear, Accessories and Retail Corp.

Jasper Merger Sub, Inc. is offering a new series of 8¼% senior notes due 2019 to be issued by Nine West Holdings, Inc. in exchange for the old notes, according to a news release.

The exchange offer is being made in connection with the proposed acquisition of Jones Group by entities affiliated with Sycamore Partners, LP. Nine West Holdings will be the surviving corporation and obligor on the new notes following a reorganization that will occur concurrently with the merger.

The exchange offer will expire at 11:59 p.m. ET on April 18. The settlement date is expected to be April 23.

Holders who tendered their old notes by the early participation deadline will receive $1,000 principal amount of new notes in exchange for each $1,000 principal amount of old notes tendered, which includes an early participation consideration of $30 per note.

The exchange offer is conditioned on the receipt of tenders for at least $300 million of the old notes by the early participation deadline, which has been satisfied.

Change-of-control offer

In addition, the issuers announced the results of their change-of-control offer tender offer for the notes, which ended at 5 p.m. ET on April 3.

As of the expiration date, holders had tendered $4,737,000 principal amount, or 1.18%, of the notes in the change-of-control offer.

Subject to the completion of the merger, Nine West Holdings plans to pay for the notes tendered in the change-of-control offer on April 8.

The exchange offer is only being made to noteholders who have certified their status as either a "qualified institutional buyer" under Rule 144A under the Securities Act or a person who is not a "U.S. person" as defined under Regulation S under the Securities Act.

The information agent is D.F. King & Co. Inc. (800 769-4414, 212 269-5550 for banks and brokers, jny@cfking.com or http://www.dfking.com/jones).

Jones is a New York-based designer, marketer and wholesaler of apparel, footwear, jeanswear, jewelry and handbags.

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