Additional Proxy Soliciting Materials (definitive) (defa14a)
27 February 2014 - 2:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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THE JONES
GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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As previously announced, on December 19, 2013, The Jones Group Inc. (the
Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Jasper Parent LLC (Parent) and Jasper Merger Sub, Inc. (Merger Sub), a wholly owned subsidiary of Parent, providing for
the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the Surviving Corporation). Parent and Merger Sub are beneficially owned by
affiliates of Sycamore Partners, L.P. and Sycamore Partners A, L.P. (collectively, the Sponsor).
Substantially concurrent
with the closing of the Merger, Parent intends to transfer ownership of certain of the Companys business lines to separate controlled affiliates of the Sponsor. Following completion of such transfers, the Surviving Corporations business
(the RemainCo Business) will be comprised of the Nine West Business and the Jeanswear Business (each as defined in the Merger Agreement, which the Company previously filed as Exhibit 2.1 to the Current Report on Form 8-K on
December 23, 2013), together with certain corporate level assets and obligations to be retained by the Surviving Corporation.
On
February 26, 2014, amendment no. 2 to the commitment letter relating to the debt financing for the RemainCo Business was entered into providing for, among other things, a new senior unsecured term loan facility in an amount up to $250 million. The
senior unsecured term loan facility is uncommitted and will be marketed to prospective lenders on a best efforts basis. To the extent that the senior unsecured term loan facility is successfully syndicated, the amended commitment letter provides
that the Sponsors equity commitment shall be reduced on a dollar for dollar basis by the amount of net cash proceeds from the unsecured term loan facility received by the Surviving Corporation on the closing date. The Surviving Corporation
will be the borrower under the unsecured term loan facility and the facility will be guaranteed by each of the Surviving Corporations domestic wholly-owned subsidiaries.
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This communication is neither an offer to sell nor a solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Statement Regarding Forward-Looking Statements
Statements about the expected timing, completion and effects of the proposed Merger, and all other statements made in this communication that
are not historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements may be identified by the use of
words such as may, will, expect, plan, anticipate, believe, or project, or the negative of those words or other comparable words. Any forward-looking statements
included in this communication are made as of the date hereof only, based on information available to the Company as of the date hereof, and subject to applicable law to the contrary, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Companys actual results to
differ materially from those suggested by the projected results in such forward-looking statements. Such risks and uncertainties include, among others: any conditions imposed on the parties in connection with the consummation of the transactions
described herein; approval of the Merger by the Companys shareholders (or the failure to obtain such approval); the Companys ability to maintain relationships with customers, employees or suppliers following the announcement of the
Merger Agreement and the transactions contemplated thereby; the ability of third parties to fulfill their obligations relating to the proposed transactions, including providing financing under current financial market conditions; the ability of the
parties to satisfy the conditions to closing of the proposed transactions; the risk that the Merger and the other transactions contemplated by the Merger Agreement may not be completed in the time frame expected by the parties or at all; and the
risks that are described from time to time in the Companys reports filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 18, 2014, in other of the
Companys filings with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and on general industry and economic conditions.
The Company believes these forward-looking statements are reasonable; however, you should not place undue reliance on forward-looking
statements, which are based on current expectations. Any or all of the Companys forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors,
many of which are beyond the Companys control.
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Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by affiliates of the
Sponsor. In connection with the proposed Merger, the Company has filed a preliminary proxy statement and other related documents with the SEC. The Company intends to file a definitive proxy statement with the SEC. BEFORE MAKING ANY VOTING DECISION,
THE COMPANYS SHAREHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANYS DEFINITIVE PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. The Companys shareholders will be able to obtain, without charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SECs website at http://www.sec.gov. The
Companys shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant documents (when available) by directing a request by mail or telephone to The Jones Group Inc. Investor Relations at
1411 Broadway, New York, NY 10018, telephone number (212) 703-9819, or from the Companys website, www.jonesgroupinc.com.
Certain
Information Concerning Participants
The Company and its directors and officers and other persons may be deemed to be participants in
the solicitation of proxies from the Companys shareholders with respect to the proposed Merger. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the
proxy statement for the Companys 2013 Annual Meeting of Shareholders, which was filed with the SEC on May 15, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive
officers in the proposed Merger, which may be different than those of the Companys shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger filed with the SEC. Investors should read the
definitive proxy statement carefully when it becomes available before making any voting or investment decisions.
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