J.Jill, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
46620W 102
|
(CUSIP Number)
|
Glenn Miller
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th Street, 19th Floor
New York, NY 10022
(212) 699-2200
Copy to:
Raphael M. Russo
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
October 3, 2020
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 2 of 14
|
1
|
NAME OF REPORTING PERSON
TowerBrook Investors, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 3 of 14
|
1
|
NAME OF REPORTING PERSON
TI IV JJill Holdings, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
45,207,772 (1)
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
45,207,772 (1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 4 of 14
|
1
|
NAME OF REPORTING PERSON
TI IV JJ GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 5 of 14
|
1
|
NAME OF REPORTING PERSON
TowerBrook Investors IV (Onshore), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 6 of 14
|
1
|
NAME OF REPORTING PERSON
TowerBrook Investors GP IV, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 7 of 14
|
1
|
NAME OF REPORTING PERSON
Neal Moszkowski
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form
8-K filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 8 of 14
|
1
|
NAME OF REPORTING PERSON
Ramez Sousou
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
45,207,772 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
45,207,772 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,207,772 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 70.4% (1) (2)
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
(1) |
Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.
|
(2) |
The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on
Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K
filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 9 of 14
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 10 of 14
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 11 of 14
|
• |
Any increase or decrease in the size of the Issuer’s Board of Directors;
|
• |
Any incurrence of indebtedness (other than (i) debt existing as of the date of the Stockholders Agreement or refinancing thereof, (ii) capital leases approved by the Issuer’s Board of
Directors and (iii) intercompany debt) in excess of $10.0 million;
|
• |
Any authorization, creation (by way of reclassification, merger, consolidation or otherwise) or issuance of equity securities (including preferred stock) other than issuances (i) pursuant
to an equity compensation plan, (ii) by a subsidiary to the Issuer or another wholly owned subsidiary or (iii) upon conversion of convertible securities or exercise of options or warrants outstanding as of the date of the Stockholders
Agreement or issued in compliance with the Stockholders Agreement;
|
• |
Any redemption or repurchase of the Issuer’s equity securities, other than (i) from any director, officer, independent contractor or employee in connection with the termination of the
employment or services of such director, officer or employee as contemplated by the applicable equity compensation plan or award agreement or (ii) pursuant to an offer made pro rata to all stockholders party to the Stockholders’ Agreement;
|
• |
Any material acquisition of the assets or equity interests of any other entity in any single transaction or series of related transactions;
|
• |
Any fundamental changes to the nature of the Issuer’s business that involve the entry into any new line of business;
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 12 of 14
|
• |
The adoption, approval or issuance of any “poison pill,” stockholder or similar rights plan by the Issuer or the Issuer’s subsidiaries or any amendment of such plan;
|
• |
Any amendment, restatement or modification of the Issuer’s certificate of incorporation or by-laws;
|
• |
Any payment or declaration of any dividend or other distribution on any of the Issuer’s equity securities or entering into a recapitalization transaction the primary purpose of which is
to pay a dividend, other than dividends required to be made pursuant to the terms of any outstanding preferred stock;
|
• |
Appointment or removal of the chairperson of the Issuer’s Board of Directors;
|
• |
The consummation of a change of control or entry into any contract or agreement the effect of which would be a change of control; and
|
• |
The Issuer’s or any of the Issuer’s subsidiaries’ entry into any voluntary liquidation, dissolution or commencement of bankruptcy or insolvency proceedings, the adoption of a plan with
respect to any of the foregoing or the decision not to oppose any similar proceeding commenced by a third party.
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 13 of 14
|
Exhibit No.
|
Description
|
99.1
|
|
99.2
|
|
99.3
|
|
99.4
|
|
99.5
|
CUSIP No. 46620W 102
|
SCHEDULE 13D
|
Page 14 of 14
|
TOWERBROOK INVESTORS, LTD.
|
||||
By:
|
/s/ Neal Moszkowski |
|||
Name: Neal Moszkowski
Title: Director
|
TI IV JJIL HOLDINGS, LP
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Vice President
|
TI IV JJ GP, LLC
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Vice President
|
TOWERBROOK INVESTORS IV (ONSHORE), L.P.
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Attorney-in-Fact
|
TOWERBROOK INVESTORS GP IV, L.P.
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Attorney-in-Fact
|
NEAL MOSZKOWSKI
|
||||
By:
|
/s/ Neal Moszkowski |
|||
RAMEZ SOUSOU
|
||||
By:
|
/s/ Ramez Sousou |
TOWERBROOK INVESTORS, LTD.
|
||||
By:
|
/s/ Neal Moszkowski |
|||
Name: Neal Moszkowski
Title: Director
|
TI IV JJIL HOLDINGS, LP
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Vice President
|
TI IV JJ GP, LLC
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Vice President
|
TOWERBROOK INVESTORS IV (ONSHORE), L.P.
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Attorney-in-Fact
|
TOWERBROOK INVESTORS GP IV, L.P.
|
||||
By:
|
/s/ Glenn Miller |
|||
Name: Glenn Miller
Title: Attorney-in-Fact
|
NEAL MOSZKOWSKI
|
||||
By:
|
/s/ Neal Moszkowski |
|||
RAMEZ SOUSOU
|
||||
By:
|
/s/ Ramez Sousou |