Jun 15, 2017
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J. Crew nears amendment for debt restructuring after Canyon turnover

Jun 15, 2017

J. Crew is nearing the threshold needed to approve the credit agreement amendment it is seeking that would dissolve a lender lawsuit aimed at blocking the transfer of intellectual property to an affiliated company, after Canyon Partners sold a US$100m chunk of the loan on Wednesday, a source close to the matter said.

The U.S. fashion retailer, facing a total debt load of US$2.1bn, asked creditors to agree to an out-of-court restructuring that would extend the maturity on bonds to 2021, which would give J. Crew more time to turn around its business and boost declining sales.

Canyon had been part of a group of lenders led by Eaton Vance that is attempting to block the amendment.

The trade, conducted via JP Morgan, was evenly split between GSO Capital Partners and Anchorage Capital Group, supporters of the amendment given significant crossholdings in the company’s US$566.5m 7.75%/8.5% PIK toggle notes due 2019 and 28% ownership of the loan.

Accounting for the sales, the company now has consents from lenders representing an amount of the loan in the high 40%-area, the source said. The amendment requires a simple majority for approval. 

Meanwhile, the company has brought in UBS to work alongside restructuring advisor Lazard to help seal the deal, which includes an exchange offer that was launched on June 12 with the amendment, the source said.

The exchange calls for holders of J. Crew’s PIK notes due 2019 to swap into US$250m of new 13% secured notes due 2021 backed by the entity that owns the intellectual property, as well as preferred and common stock. The transaction is conditional upon 95% of bondholders tendering. At launch, the company said a group - including GSO and Anchorage - that holds 68% of the bonds had signed off on the deal.

Lenders to the US$1.5bn loan, which priced at 300bp over Libor with a 1% floor and is due 2021, are offered a US$150m paydown as well as a 22bp increase on the loan coupon and accelerated amortization of 2.5% in the third year after the amendment becomes effective and 1.5% thereafter. Certain covenants in the loan will also be tightened.

The paydown will be financed in part with a US$30m incremental term loan backstopped by J. Crew sponsor TPG Capital, and US$97m of additional secured notes, which have already been sold, the source said.

Amendment signatures are due by 5 p.m. Friday to agent Wilmington Trust. The exchange offer expires on July 10.

Spokespeople for J Crew, Anchorage, GSO, Eaton Vance, Lazard, UBS, TPG, Canyon and JP Morgan did not respond to inquiries by press time.

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