UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

December 714, 2020

Date of Report (date of earliest event reported) December 14, 2020

December 7, 2020

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-15274

26-0037077

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6501 Legacy Drive

Plano, Texas

75024-3698

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 431-1000

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

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 1.0103. ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

As previously reported, on May 15, 2020, J. C. Penney Company, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

~~Also~~Confirmation asof ~~previously reported, on June 8, 2020, J. C. Penney Corporation, Inc. (“JCP”), as borrower,~~ the ~~Company~~Plan ~~and certain~~ of ~~its~~Reorganization subsidiaries (together with JCP and the Company, the “Credit Parties”), as guarantors, entered into a Superpriority Senior Secured Debtor-In-Possession Credit and Guaranty Agreement (the “DIP Credit Agreement”) with the financial institutions identified therein as lenders (the “DIP Lenders”), GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent. Capitalized terms used, but not otherwise defined, in this Item 1.01 have the meanings given to them in the DIP Credit Agreement.

InOn ~~connection with the consummation of the OpCo 363 Sale (as defined below), on~~ December 712, 2020, the ~~Credit~~Company ~~Parties~~filed ~~and~~ the ~~DIP~~Amended ~~Lenders~~Joint ~~(other~~Chapter ~~than~~11 ~~Non-Voting~~Plan ~~Roll-Up~~of ~~Lender~~Reorganization ~~with~~of ~~respect~~J. toC. ~~Non-Voting~~Penney ~~Roll-Up~~Company, ~~Loans)~~Inc. ~~entered into a Limited~~ and ~~Specific~~its ~~Waiver~~Debtor toAffiliates ~~the~~[Docket ~~DIP~~No. 2162] ~~Credit Agreement~~ (the “~~DIP~~Plan ~~Credit~~of ~~Agreement Waiver~~Reorganization”). toOn December 14, ~~among other things~~2020, ~~(i) extend~~ the ~~maturity~~Bankruptcy ofCourt ~~the~~entered ~~DIP~~an ~~Credit~~order ~~Agreement to April 1, 2021,~~ (~~ii) waive certain reporting requirements of~~ the ~~Company~~“Confirmation ~~and JCP thereunder, (iii~~Order”) ~~eliminate~~confirming ~~certain other covenants no longer applicable to~~ the ~~Credit~~Plan ~~Parties, (iv) waive any accrual~~ of ~~any~~Reorganization, ~~interest~~and on ~~the~~December ~~loans~~16, ~~under~~2020, the ~~DIP~~Bankruptcy ~~Credit~~Court ~~Agreement~~entered ~~from~~an ~~and~~amended ~~after~~Confirmation ~~December~~Order ~~7, 2020~~ (the “~~Effective~~Amended ~~Date~~Confirmation Order”), ~~and~~which ~~(v)~~supersedes ~~waive~~the ~~any~~Confirmation ~~defaults~~Order. orA ~~events~~copy of ~~default, including those that may be deemed to arise as a result of~~ the ~~consummation~~Plan of ~~the OpCo 363 Sale~~Reorganization, ~~that~~as ~~may~~confirmed ~~have~~by ~~arisen on or prior to~~ the ~~Effective~~Bankruptcy ~~Date~~Court, ~~in each case, subject to the terms~~ and ~~conditions set forth therein. The foregoing description of~~ the ~~DIP~~Amended ~~Credit~~Confirmation ~~Agreement~~Order ~~Waiver~~are ~~does~~attached ~~not~~hereto ~~purport~~as toExhibits be2.1 ~~complete~~ and ~~is qualified in its entirety by reference to the copy of the DIP Credit Agreement Waiver filed herewith as Exhibit 10~~99.1, respectively, and are incorporated herein by reference.

InThe ~~addition,~~effective ondate ~~December 7, 2020, in connection with the consummation~~ of the ~~OpCo~~Plan ~~363 Sale, JCP and certain~~ of ~~the~~Reorganization ~~Company’s other subsidiaries entered into~~ (the ~~Master~~“Effective ~~Leases (as defined below~~Date”) ~~and~~will ~~the~~occur ~~Company~~as ~~entered~~soon ~~into the Transition Services Agreement (~~as ~~defined~~all ~~below).~~conditions ~~The~~precedent ~~information under Item 2.01 below with respect~~ to the ~~Master~~Plan ~~Leases and the Transition Services Agreement is incorporated by reference into this Item 1.01. The description~~ of ~~the~~Reorganization ~~Master~~have ~~Leases~~been satisfied and ~~the~~has ~~Transition~~yet ~~Services Agreement do not purport~~ to be ~~complete~~determined. The ~~description~~Company ofcan ~~the~~make ~~Master~~no ~~Leases~~assurances isas ~~qualified~~to inwhen, ~~its~~or ~~entirety~~ultimately byif, ~~reference to~~ the ~~copies~~Plan of ~~the~~Reorganization ~~Store~~will ~~Master~~become ~~Lease~~effective. ~~and~~It DCis ~~Master~~also ~~Lease~~possible ~~(each~~that asamendments ~~defined~~could ~~below)~~be ~~filed~~made ~~herewith~~to asthe ~~Exhibits~~Plan ~~10.2~~of ~~and~~Reorganization ~~10.3,~~prior ~~respectively,~~to ~~and incorporated herein by reference. The description of~~ the ~~Transition~~Effective ~~Services~~Date ~~Agreement is qualified~~ in ~~its~~accordance ~~entirety~~with ~~by reference to~~ the ~~copy~~Plan of ~~the~~Reorganization ~~Transition Services Agreement filed herewith as Exhibit 10.4~~ and ~~incorporated~~applicable ~~herein by reference~~law.

~~Item~~Summary ~~2.01. Completion~~ of ~~Acquisition~~the orPlan ~~Disposition~~ of ~~Assets.~~Reorganization

AsThe ~~previously~~following ~~reported,~~is ona ~~October~~summary ~~28,~~of ~~2020,~~ the ~~Company,~~material ~~together~~terms ~~with certain~~ of ~~its subsidiaries (collectively,~~ the ~~“Sellers”),~~Plan ~~entered~~of ~~into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Copper Retail JV LLC~~Reorganization, anas ~~entity~~confirmed ~~formed~~ by ~~and under~~ the ~~joint~~Bankruptcy ~~control of Simon Property Group, L~~Court.P. ~~and~~This ~~Brookfield~~summary ~~Asset~~is ~~Management~~qualified ~~Inc.~~in ~~(“OpCo~~its ~~Purchaser”),~~entirety ~~and Copper Bidco LLC, an entity that is controlled~~ by ~~the~~reference ~~DIP~~to ~~Lenders and~~ the ~~other~~Plan ~~holders~~ of ~~the Debtors’ first lien debt (“PropCo Purchaser” and, together with OpCo Purchaser, the “Purchasers”)~~Reorganization. ~~Pursuant~~Capitalized toterms ~~the~~used ~~Asset~~but ~~Purchase~~not ~~Agreement,~~defined asherein ~~part~~shall ofhave ~~a credit bid by GLAS USA LLC, as administrative agent under~~ the ~~DIP~~meanings ~~Credit~~set ~~Agreement,~~forth ~~and~~in ~~Wilmington Trust, National Association, as first lien agent, at~~ the ~~direction~~Plan of a majority of the Debtors’ first lien creditors, the Purchasers agreed to acquire substantially all of the Sellers’ assets and assume certain of the Sellers’ obligations associated with the purchased assetsReorganization.

~~Pursuant~~• toTo implement the ~~terms~~Plan of ~~the Asset Purchase Agreement~~Reorganization, ~~on December 7, 2020,~~ the ~~Sellers~~transactions ~~completed~~described ~~their~~in ~~sale (~~the ~~“OpCo~~Company’s ~~363~~Current ~~Sale”)~~Report toon ~~one~~Form ~~or more newly formed subsidiaries of OpCo Purchaser (collectively~~8-K, ~~the~~filed ~~“Opco”)~~with ~~of substantially all of~~ the ~~retail~~Securities and ~~operating~~Exchange ~~assets~~Commission (~~other than~~ the ~~PropCo Properties described below~~“SEC”) ofon ~~the~~December ~~Company~~8, ~~and~~2020, ~~its~~have ~~subsidiaries~~been ~~(collectively~~or, ~~the~~prior ~~“Company Parties”). Pursuant~~ to the ~~OpCo~~Effective ~~363 Sale~~Date, ~~OpCo~~will ~~Purchaser~~be ~~also~~completed ~~assumed~~by ~~certain~~the ~~liabilities related to such assets~~Debtors. ~~The~~Such ~~Sellers~~transactions ~~received~~involve, among other things, aselling ~~cash~~substantially ~~payment~~all of ~~approximately~~the $1assets ~~billion (which amount is subject to post-closing adjustments) and a portion~~ of the ~~credit~~Debtors ~~bid~~pursuant ~~(which portion PropCo Purchaser assigned~~ to ~~OpCo Purchaser for certain consideration set forth in~~ the Asset Purchase Agreement ~~immediately prior to the consummation of the OpCo 363 Sale)~~. The OpCo 363 Sale was conducted under the provisions of Section 363 of the Bankruptcy Code and approved by the Bankruptcy Court. The Company anticipates that there will be no proceeds from the OpCo 363 Sale available for distribution to the Company’s common stockholders.

~~Pursuant~~• toOther than the ~~Asset~~Administrative ~~Purchase Agreement~~Claims, ~~the~~Professional ~~Debtors~~Fee Claims, onPriority ~~behalf~~Tax ofClaims ~~PropCo~~and ~~Purchaser~~DIP Claims, ~~will~~the ~~form~~Claims ~~a trust~~ and ~~separate~~Interests ~~property~~in ~~holding~~the ~~companies~~Debtors ~~(the~~have ~~“PropCos”),~~been toclassified beinto ~~owned~~12 byclasses, ~~such~~the ~~trust~~treatment ~~through~~of which ~~PropCo~~is ~~Purchaser~~set ~~will~~forth ~~acquire~~in ~~certain~~Article III of the ~~Company~~Plan ~~Parties’~~of ~~owned~~Reorganization. ~~and~~In ~~ground~~particular, ~~leased~~on ~~real~~the ~~estate~~Effective ~~assets~~Date, ~~consisting~~all of ~~160 retail stores (~~the ~~“Stores”)~~Debtors’ ~~and~~Existing ~~all~~Equity ~~six~~Interests of(Class ~~its~~11), ~~owned~~including ~~distribution centers (~~the ~~“DCs”~~Company’s ~~and~~common stock, ~~together~~will ~~with~~be ~~the Stores~~canceled, ~~the~~released ~~“PropCo~~and ~~Properties”)~~extinguished, ~~for~~and ~~the~~will ~~benefit~~be of ~~the~~no ~~Lenders.~~further ~~Such~~force ~~acquisition~~or byeffect, ~~PropCo~~and ~~Purchaser~~each ~~(the~~holder ~~“PropCo~~of ~~Sale”)~~an isExisting ~~subject~~Equity toInterest ~~specified~~will ~~closing~~not ~~conditions~~receive ~~and~~any isdistribution ~~expected~~on toaccount beof ~~consummated~~such inExisting ~~2021.~~Equity Interest.

In• ~~connection~~On ~~with~~and ~~the~~after ~~consummation of~~ the ~~OpCo~~Effective ~~363~~Date, ~~Sale and pursuant to~~ the ~~Asset~~Wind-Down ~~Purchase~~Debtors ~~Agreement,~~shall oncontinue ~~December 7,~~in ~~2020,~~existence ~~to provide~~ for ~~OpCo’s~~the ~~use~~limited ofpurposes ~~the~~set ~~PropCo~~forth ~~Properties,~~in ~~(i) JCP,~~the J.Plan C.of ~~Penney Properties~~Reorganization, ~~LLC~~which ~~and~~include ~~JCPenney~~resolving ~~Puerto~~Disputed ~~Rico~~Claims, ~~Inc.,~~making ~~collectively~~distributions ason ~~landlord,~~account ~~and Penney Tenant I LLC, a subsidiary~~ of ~~OpCo~~Allowed ~~Purchaser,~~Claims as ~~tenant,~~provided ~~entered into a “triple-net” master lease (the “Store Master Lease”)~~thereunder, ~~pursuant~~complying towith ~~which~~its ~~the~~continuing ~~tenant~~obligations ~~will~~under ~~lease~~ the ~~Stores,~~Asset ~~and~~Purchase ~~(ii) JCP and J. C. Penney Properties~~Agreement, ~~LLC,~~if ~~collectively as landlord~~any, ~~and~~liquidating ~~Penney~~all ~~Tenant~~assets ~~II LLC, a subsidiary~~ of ~~OpCo~~the ~~Purchaser,~~Wind-Down ~~as tenant~~Debtors, ~~entered~~and ~~into~~otherwise aadministering ~~“triple-net” master lease (~~the ~~“DC~~Plan ~~Master~~of ~~Lease”~~ Reorganization.

~~and,~~• ~~together~~As ~~with~~of the ~~Store~~Effective ~~Master Lease~~Date, the ~~“Master~~Plan ~~Leases”),~~Administrator ~~pursuant~~shall toact ~~which~~as the ~~tenant~~sole ~~will~~officer, ~~lease~~director ~~the~~and ~~DCs.~~manager, ~~The~~as ~~Master~~applicable, ~~Leases have an initial term~~ of 20the ~~years,~~Debtors ~~followed~~with byrespect ~~five~~to ~~option~~their ~~periods of five years each~~affairs. ~~The~~Subject ~~initial~~in ~~base~~all ~~rent~~respects ~~for~~to the ~~Store~~terms ~~Master~~of ~~Lease~~the isPlan ~~approximately~~of ~~$121.2 million~~Reorganization, ~~per~~but ~~year~~without ~~and~~any isadditional ~~subject~~notice to, ~~adjustments~~or ~~set~~approval ~~forth therein~~from, ~~and~~ the ~~initial~~Bankruptcy ~~base~~Court, ~~rent for~~ the DCPlan ~~Master~~Administrator ~~Lease~~shall ishave ~~approximately~~the ~~$35.4 million~~authority ~~per~~to ~~year~~sell, ~~and~~liquidate isor ~~subject~~otherwise todispose ~~adjustments~~of ~~set~~any ~~forth~~and ~~therein.~~all ~~Pursuant~~of to the ~~Asset~~Wind-Down ~~Purchase~~Debtors’ ~~Agreement,~~assets inand ~~connection~~take ~~with~~any ~~the~~action ~~consummation~~necessary ofto ~~the~~wind-down ~~PropCo~~and ~~Sale,~~dissolve ~~the~~any ~~Master~~of ~~Leases will be assigned to~~ the ~~PropCos~~Debtors.

~~Also~~• inAll ~~connection~~Indemnification Provisions, consistent with ~~the~~applicable ~~consummation~~law, ofcurrently ~~the~~in ~~OpCo~~place ~~363~~(whether ~~Sale~~in ~~and~~the ~~pursuant~~bylaws, tocertificates ~~the~~of ~~Asset~~incorporation ~~Purchase~~or ~~Agreement~~formation, onlimited ~~December 7,~~liability ~~2020~~company agreements, ~~the~~other ~~Company~~organizational ~~entered~~documents, ~~into~~board aresolutions, ~~Transition~~indemnification ~~Services~~agreements, ~~Agreement~~employment ~~(the~~contracts ~~“Transition~~or ~~Services Agreement”~~otherwise) ~~with~~for ~~Penney~~the ~~Borrower~~current ~~LLC,~~and aformer ~~subsidiary~~directors, ofofficers, ~~OpCo~~managers, ~~Purchaser.~~employees, ~~Pursuant~~attorneys, toaccountants, ~~the~~investment ~~Transition~~bankers ~~Services~~and ~~Agreement,~~other ~~Penney~~Professionals ~~Borrower~~of ~~LLC~~the ~~will~~Debtors, ~~provide~~as ~~the~~applicable, ~~Company~~shall ~~with~~be ~~specified~~Reinstated ~~corporate,~~and ~~accounting,~~remain ~~treasury~~intact, ~~tax,~~irrevocable ~~financial~~and ~~reporting~~shall ~~and~~survive ~~other~~the ~~administrative~~Effective ~~services,~~Date ~~which~~on ~~had~~terms ~~previously~~no ~~been~~less ~~provided~~favorable byto ~~the~~such ~~Company~~current ~~Parties’~~and ~~employees~~former indirectors, ~~the~~officers, ~~ordinary~~managers, ~~course~~employees, ofattorneys, ~~business~~accountants, ~~during~~investment ~~the~~bankers ~~course~~and other Professionals of the ~~Company’s~~Debtors ~~wind-down~~than ~~and on~~ the ~~terms~~Indemnification ~~and~~Provisions ~~for~~in ~~the~~place ~~fees~~prior ~~set~~to ~~forth~~the ~~therein.~~Effective Date.

~~The~~Treatment ~~foregoing description~~ of the ~~Asset~~Company’s ~~Purchase~~Common ~~Agreement~~Stock ~~does not purport to be complete and is qualified in its entirety by reference to the copy of the Asset Purchase Agreement filed herewith as Exhibit 2.1 and incorporated herein by reference.~~

~~Item~~As 2of December 4, 2020, there were 322,897,689 shares of the Company’s common stock issued and outstanding.~~05.~~ ~~Costs~~Pursuant ~~Associated~~to ~~with~~the ~~Exit~~Plan of Reorganization, all shares of the Company’s common stock outstanding immediately before the Effective Date will be canceled and of no further force or ~~Disposal~~effect ~~Activities~~on the Effective Date, and no shares will be reserved for future issuance in respect of claims and interests filed and allowed under the Plan of Reorganization.

The ~~Company~~Plan isof ~~currently~~Reorganization, ~~unable~~as inconfirmed ~~good~~by ~~faith~~the toBankruptcy ~~make~~Court, aprovides ~~determination~~that the holders of anthe ~~estimate~~Company’s orcommon ~~range~~stock will not receive any distribution on account of ~~estimates~~their ~~required~~equity interests. The Company’s common stock may continue to be ~~disclosed~~quoted byon ~~paragraph~~the OTC Markets Group Inc.’s Pink Open Market (bthe “OTC Pink Market”), ~~(c)~~but orunder ~~(d)~~ the terms of ~~Item~~the ~~2.05~~Plan of ~~Form~~Reorganization, ~~8-K~~the ~~with~~Company’s ~~respect~~common tostock has no underlying asset value and the ~~OpCo~~Company’s ~~363~~stockholders ~~Sale~~should not view the trading activity of the common stock on the OTC Pink Market or any other market or trading platform as indicating that there is any prospect that the ~~PropCo~~Company’s ~~Sale~~stockholders might realize any value from their common stock on the Effective Date pursuant to the Plan of Reorganization.

~~Item~~Assets ~~5.02.~~and ~~Departure~~Liabilities ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

OnInformation ~~December 7,~~regarding ~~2020,~~the inassets ~~connection~~and ~~with~~liabilities of the ~~consummation~~Company as of the ~~OpCo~~most ~~363~~recent ~~Sale~~practicable ondate ~~such~~is ~~date~~hereby ~~and~~incorporated ~~not~~by asreference to the ~~result~~Company’s ofQuarterly ~~any~~Report ~~disagreement~~on ~~with~~Form ~~the~~10-Q ~~Company~~for or the ~~Company’s~~quarter ~~Board~~ended ofOctober 31, ~~Directors~~2020 (the “~~Board~~Form 10-Q”), filed with the SEC on ~~any~~December 10, ~~matter~~2020. ~~relating~~As toset forth in the ~~Company’s~~Form ~~operations~~10-Q, ~~policies~~as orof ~~practices~~October 31, ~~Jill~~2020, ~~Soltau~~the ~~resigned~~Company ~~from~~had ~~the~~total ~~Board~~assets of $8,134 million, total liabilities not subject to compromise of $3,546 million and ~~the~~total ~~following~~liabilities ~~named~~subject ~~executive~~to ~~officers~~compromise of $5,063 million. On December 7, 2020, pursuant to the “OpCo 363 Sale” described in the Company’s ~~resigned~~Current ~~from~~Report ~~their~~on ~~respective~~Form ~~positions~~8-K filed with the ~~Company:~~SEC ~~Brynn~~on ~~Evanson~~December 8, ~~Executive~~2020, ~~Vice~~the ~~President,~~Company ~~Chief~~sold ~~Human~~substantially ~~Resources~~all ~~Officer,~~of its operating and ~~Michelle~~retail ~~Wlazlo,~~assets ~~Executive~~(other ~~Vice~~than ~~President,~~the ~~Chief~~“PropCo ~~Merchandising~~Properties” ~~Officer~~as described therein).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the OpCo 363 Sale on December 7, 2020, and effective on such date, the Board approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”) to (i) reduce the minimum number of directors for the Board from three to one, (ii) no longer require the principal officers of the Company to include a Chairman of the Board, and (iii) remove ownership of the Company’s stock as a pre-requisite to being a member of the Board.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the copy of the Amended and Restated Bylaws filed herewith as Exhibit 3.1 and incorporated herein by reference.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Debtors’ claim agent, Prime Clerk, at http://www.cases.primeclerk.com/JCPenney.

Cautionary Statement Regarding Forward-Looking Information

The Company has included statements in this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect” and similar expressions identify forward-looking statements. Forward-looking statements are based only on

the Company’s current assumptions and views of future events. They are subject to known and unknown risks and uncertainties, many of which are outside of the Company’s control. Those risks and uncertainties include, but are not limited to, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the ability of the Company to consummate a plan of reorganization; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; conditions to which any debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside the Company’s control; the ability of the parties to the Asset Purchase Agreement to consummate the remaining transactions contemplated therein; and legal and regulatory proceedings. Please refer to the Company’s Annual Report on Form 10-K for the year ended February 1, 2020, and Quarterly Reports on Form 10-Q filed subsequently thereto, for a further discussion of risks and uncertainties. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available to it and speaks only as of the date on which such statement is made. The Company does not undertake to update these forward-looking statements as of any future date.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibit 2.1*	~~Asset~~Plan ~~Purchase~~of ~~Agreement~~Reorganization (~~incorporated~~included byas ~~reference to~~ Exhibit ~~2.1~~A to ~~Form~~the ~~8-K~~Amended ~~filed~~Confirmation ~~on November 3, 2020~~Order)
	Exhibit 3.1	Amended and Restated Bylaws
	Exhibit 99.1	Amended Confirmation Order
	Exhibit 10.1	DIP Credit Agreement Waiver
	Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
	Exhibit 10.2*	Store Master Lease
	Exhibit 10.3*	DC Master Lease
	Exhibit 10.4*	Transition Services Agreement
	Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.

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. C. PENNEY COMPANY, INC.

By:		/s/ Bill Wafford
		Bill Wafford
		Executive Vice President, Chief Financial Officer

Date: December 816, 2020

Filing Compare · Old COPPER Company, Inc.