UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 2~~May 4, 2020

J.Crew Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 333-175075


Delaware		22-2894486
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

225 Liberty Street

New York, New York 10281

(Address of principal executive offices, including zip code)

(212) 209-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.~~01.~~03 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

AsOn ~~previously announced~~May 4, ~~on December 2~~2020, ~~2019,~~ Chinos Holdings, Inc. (“Parent”), the ultimate parent of J.Crew Group, Inc. (the “Company”), ~~and~~Chinos Intermediate ~~certain~~Holdings ~~of Parent’s subsidiaries (collectively~~A, ~~the “J~~Inc.~~Crew~~ ~~Parties”) entered into an agreement~~ (~~the~~ “~~Original~~Chinos ~~Transaction Support Agreement~~A”), ~~relating~~an toindirect aparent ~~series~~ of ~~transactions~~the ~~(together~~Company, ~~the~~Chinos ~~“Transactions”)~~Intermediate ~~with~~Holdings ~~(i) certain holders (such holders~~B, ~~the~~Inc. (“AdChinos ~~Hoc Creditors~~B”) ofthe ~~over~~direct aparent ~~majority~~ of ~~term~~the ~~loans~~Company, ~~under~~the ~~that~~Company ~~certain Amended~~ and ~~Restated~~certain ~~Credit~~of ~~Agreement,~~the ~~dated~~Company’s ~~March~~direct and 5,indirect ~~2014,~~subsidiaries ~~among certain J.Crew Parties~~(collectively, the ~~lenders~~“Debtors”) ~~party~~filed ~~thereto,~~voluntary ~~and~~petitions ~~Wilmington~~(the ~~Savings~~cases ~~Fund~~commenced ~~Society~~thereby, ~~FSB~~the as“Chapter ~~successor~~11 ~~administrative agent and (ii~~Cases”) ~~TPG~~under ~~Chinos,~~chapter ~~L.P.,~~11 ~~TPG~~of ~~Chinos~~title ~~Co-Invest,~~11 ~~L.P.,~~of ~~Green~~the ~~Equity~~Bankruptcy ~~Investors~~Code V,in ~~L.P.,~~the ~~Green~~United ~~Equity~~States Bankruptcy ~~Investors~~Court ~~Side~~for V,the ~~L.P.~~Eastern ~~and~~District ~~LGP~~of ~~Chino~~Virginia, ~~Coinvest~~Richmond ~~LLC~~Division (~~collectively,~~ the “~~Sponsors~~Bankruptcy Court”),. ~~which~~The ~~was~~Debtors ~~amended~~will ~~and~~continue ~~restated~~to onoperate ~~December~~their 8,businesses ~~2019~~as ~~(the~~“debtors ~~Original~~in ~~Transaction~~possession” ~~Support~~under ~~Agreement~~the asjurisdiction soof ~~amended,~~ the ~~“Transaction~~Bankruptcy Court ~~Support~~and ~~Agreement”).~~in Onaccordance ~~March~~with 2,the ~~2020,~~applicable ~~the~~provisions ~~Company~~of ~~announced~~the ~~that~~Bankruptcy itCode. ~~had~~The ~~entered~~Debtors ~~into~~intend anto ~~amendment~~continue to ~~the~~operate ~~Transaction~~their ~~Support~~businesses ~~Agreement~~in (the ~~“Amendment”)~~ordinary ~~with~~course during the Adpendency ~~Hoc~~of ~~Creditors~~the ~~and~~Chapter ~~the~~11 ~~Sponsors~~Cases. ~~The~~To ~~Amendment~~assure ~~eliminates~~ordinary ~~the~~course ~~requirement~~operations, ~~that~~ the Debtors ~~Company~~are ~~commence~~seeking ~~the~~approval ~~proposed~~from ~~initial~~the ~~public~~Bankruptcy ~~offering~~Court offor ~~the~~a ~~Madewell~~variety ~~business~~of ~~(the~~ “~~Madewell~~first ~~IPO~~day”) onmotions orseeking ~~before~~various ~~March 2~~relief, ~~2020~~authorizing ~~and~~the ~~extends~~Debtors ~~the~~to ~~outside~~maintain ~~date~~their byoperations ~~which~~in the ~~Transactions~~ordinary ~~must be completed from March 18, 2020 to April 30, 2020~~course.

~~The~~For ~~foregoing~~Bankruptcy ~~description~~Court offilings ~~the~~and ~~Amendment~~other ~~does~~additional ~~not~~information ~~purport~~related to bethe ~~complete~~Chapter ~~and~~11 isCases ~~qualified~~available infrom ~~its~~time ~~entirety by reference~~ to ~~the full text of the Amendment~~time, aplease ~~copy of which is attached hereto as Exhibit 10~~see www.~~1 and is incorporated by reference herein~~omniagentsolutions.com/chinos.

~~Forward-Looking~~Item ~~Statements~~7.01 Regulation FD Disclosure.

~~Certain~~In ~~statements~~connection ~~herein~~with ~~and~~discussions inregarding the ~~exhibits~~Chapter ~~attached~~11 ~~hereto,~~Cases ~~are~~with ~~“forward-looking~~certain ~~statements” made pursuant to the safe harbor provisions~~ of the ~~Private~~Company’s ~~Securities~~stakeholders Litigation Reform Act of 1995. Such forward-looking statements reflect 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 risks relating to the Transactions (~~including~~ the ~~announced~~“Confidential ~~Madewell IPO~~Information Parties”), ~~including risks that a new or amended transaction support agreement is entered into,~~ the Transactions may not be consummated on the terms set forth in the existing, amended or new transaction support agreement or at all, or, if the Transactions are consummated, risks that the anticipated benefits of the Transactions may not be achieved, the Company’s ~~substantial~~provided ~~indebtedness,~~certain ~~its~~confidential substantial lease obligations, its ability to anticipate and timely respond to changes in trends and consumer preferences, the strength of the global economy, 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, compromises to its data security, its ability to maintain the value of its brands and protect its trademarks, its ability to implement its real estate strategy, changes in demographic patterns, adverse or unseasonable weather or other interruptions in its foreign sourcing, customer call, order fulfillment or distribution operations, increases in the demand for or prices of raw materials used to manufacture its products, trade restrictions or disruptions, the impact of potential global health emergencies such as COVID-19 (~~coronavirus), including potential negative impacts on~~ the global economy, product demand, foreign sourcing and operations generally, if the Transactions are not consummated, the Company’s continued exploration of strategic alternatives to maximize the value of the Company and the risk that such exploration may not lead to a successful transaction and other factors which are set forth in the section entitled “~~Risk~~Confidential ~~Factors~~Information”) ~~and elsewhere in the Company’s Annual Report on Form 10-K and in all filings with the SEC made subsequent~~ to ~~the~~such ~~filing~~Confidential ofInformation ~~the Form 10-K~~Parties. ~~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~~Confidential ~~does~~Information ~~not~~is ~~undertake~~attached tohereto ~~publicly update or revise any forward-looking statements, whether~~ as aExhibit ~~result of new information, future events or otherwise~~99.1.

~~Item~~The 9Confidential Information was prepared by the Company solely to facilitate discussions regarding potential transactions between the Company and the Confidential Information Parties.01 The Confidential Information was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to J.Crew. ~~Financial~~The ~~Statements~~inclusion of the Confidential Information should not be regarded as an indication that J.Crew or any third party consider the Confidential Information to be a reliable prediction of future events, and ~~Exhibits~~the Confidential Information should not be relied upon as such. The Confidential Information includes certain potential values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections of J.Crew or any third party and should not be relied upon as such. Neither J.Crew nor any third party has made or makes any representation to any person regarding the accuracy of any Confidential Information or the ultimate outcome of any potential restructuring transaction, and none of them undertakes any obligation to publicly update the Confidential Information to reflect circumstances existing after the date when the Confidential Information was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Confidential Information are shown to be in error. No assurance can be given that any transactions discussed between the Company and Confidential Information Parties will occur.

~~(a)~~The ~~through~~information in this report under Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (cthe “Exchange Act”) ~~Not~~, ~~applicable~~or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~(d)~~Item 9.01. Financial Statements and Exhibits:.

ExhibitNo.		Description
10.1		First Amendment to the Amended and Restated Transaction Support Agreement

(d) Exhibits:

Exhibit

No.

Description

99.1

Confidential Information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	~~J.CREW GROUP, INC.~~	J.CREW GROUP, INC.
Date: March 2, 2020	By:	/s/ VINCENT ZANNA
Date: May 4, 2020		By:	/s/ Vincent Zanna
		~~Vincent Zanna~~	Vincent Zanna
		~~Chief Financial Officer and Treasurer~~	Chief Financial Officer and Treasurer

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