JCG / J Crew Group Inc - SEC-Einreichungen, Jahresbericht, Proxy Statement

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

8-K 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 Date of Report (Date of earliest event reported): May 3, 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 incorp

Transaction Support Agreement

EX-10.1 Exhibit 10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time and including all exhibits and schedules hereto, this “Agreement”) dated May 3, 2020 is entered into by and among: (a) Chinos Holdings, Inc. (“Holdings”), Chinos Intermediate Holdings A, Inc. (“Chinos A”), Chinos Intermediate Hol

Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K 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 Date of Report (Date of earliest event reported): 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 incorp

By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this disclaimer.

EX-99.1 2 d926140dex991.htm EX-99.1 Exhibit 99.1 Disclaimer By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this disclaimer. This presentation is subject to the confidentiality provisions set forth in the recipients’ applicable non-disclosure agreements. This presentation is the property of, and contains the proprietary and confident

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 2, 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 incorpor

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2019 RESULTS EXTENDS TRANSACTION SUPPORT AGREEMENT WITH AD HOC GROUP OF CREDITORS

Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 Winnie Lerner Finsbury (646) 805-2010 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2019 RESULTS EXTENDS TRANSACTION SUPPORT AGREEMENT WITH AD HOC GROUP OF CREDITORS NEW YORK, March 2, 2020 — J.Crew Group, Inc. (the “Company”) today announced financ

First Amendment to the Amended and Restated Transaction Support Agreement

Exhibit 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT This first amendment (this “Amendment”) to the Amended and Restated Transaction Support Agreement dated December 8, 2019 (the “TSA”)1 is made and entered into as of March 2, 2020, by and among the Company, the undersigned Consenting Support Parties constituting the Requisite Consenting Support Parties, and the S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): March 2, 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 incorpor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): January 27, 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 incor

Employment Agreement, entered into as of January 27, 2020, between the Company and Jan Singer.

EX-10.1 2 jcg-ex1016.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION J. CREW GROUP, INC. January 26, 2020 VIA EMAIL Jan Singer Dear Jan: Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will

Regulation FD Disclosure

8-K 1 d874848d8k.htm 8-K 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 Date of Report (Date of earliest event reported): January 17, 2020 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or ot

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d841079d8k.htm 8-K 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 Date of Report (Date of earliest event reported): December 8, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or ot

Amended and Restated Transaction Support Agreement

EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT This AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”) dated December 8, 2019 amends, restates, supersedes, and replaces in its entirety the Transaction Support Agreement dated December 2, 2019 (the “Original RSA”) and is e

Transaction Support Agreement

Exhibit 10.1 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”) dated December 2, 2019, is entered into by and among: (a) Chinos Holdings, Inc. (“Holdings”), Chinos Intermediate Holdings A, Inc. (“Chinos A”), Chinos Intermediate Holdings B, Inc. (“Chinos B”), J. Crew Group, Inc. (“

Disclaimer Confidential By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is subject to the confidentiality provisions set forth in (i), if relevant, th

W:\Restructuring\Co-Active\J.Crew\Presentations\2019.10.28 - Term Loan Lender Presentation\Monet Term Loan Lender Presentationv44.PPTX Time Stamp : 9 March 2017 10:42:26 Madewell / J. Crew Recapitalization & Term Loan Exchange December 2, 2019 Exhibit 99.1 Disclaimer Confidential By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this D

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 jcg-8k20191202.htm FORM 8-K 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 Date of Report (Date of earliest event reported): December 2, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (St

Amendment to Employment Agreement, dated November 26, 2019, between J.Crew Group, Inc. and Libby Wadle.*

Exhibit 10.1 Execution Version AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement (the “Amendment”), is entered into as of November 26, 2019 (the “Effective Date”), by and between J. Crew Group, Inc. (the “Company”) and Libby Wadle (“Executive”). WHEREAS, Executive currently serves as President and Chief Executive Officer, Madewell Brand of J. Crew Group, Inc. (“J. Crew”)

Amendment to Letter Agreement, dated November 26, 2019, between J.Crew Group, Inc. and Vincent Zanna.*

EX-10.2 3 jcg-ex102192.htm EX-10.2 Exhibit 10.2 Execution Version AMENDMENT TO LETTER AGREEMENT This Amendment to the Letter Agreement (the “Amendment”), is entered into as of November 26, 2019 (the “Effective Date”), by and between J. Crew Group, Inc. (the “Company”) and Vincent Zanna ( “Executive”). WHEREAS, the Company and Executive are currently party to that certain Letter Agreement dated as

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20191202.htm 8-K 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 Date of Report (Date of earliest event reported): December 2, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State o

J.CREW GROUP, INC. RELEASES THIRD QUARTER FISCAL 2019 RESULTS AND ANNOUNCES TRANSACTION SUPPORT AGREEMENT WITH AD HOC GROUP OF CREDITORS

Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. RELEASES THIRD QUARTER FISCAL 2019 RESULTS AND ANNOUNCES TRANSACTION SUPPORT AGREEMENT WITH AD HOC GROUP OF CREDITORS NEW YORK, December 2, 2019 — J.Crew Group, Inc. (the “Company”) today announced financial results for the third quarter a

Quarterly Report - 10-Q

10-Q 1 jcg-10q20191102.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): September 13, 2019 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 inc

Ad Hoc Group Proposal Term Sheet(1) Terms set forth in the Company’s proposal, but not addressed herein, remain subject to ongoing review and discussion. Form of equity consideration is subject to further tax and legal diligence and therefore may cha

EX-99.3 4 jcg-ex99324.htm EX-99.3 Project Paddle Ad hoc Group proposal 1 Exhibit 99.3 Ad Hoc Group Proposal Term Sheet(1) Terms set forth in the Company’s proposal, but not addressed herein, remain subject to ongoing review and discussion. Form of equity consideration is subject to further tax and legal diligence and therefore may change. 2 Proposed Terms Term Loan Treatment Consenting: (i) Exchan

By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is subject to the confidentiality provision set forth in the recipients’ applicable Non-Disclosure Agr

Project Monet Company Proposal Overview CONFIDENTIAL W:\Restructuring\Co-Active\J.

Disclaimer By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is subject to the confidentiality provision set forth in the recipients’ applicable Non‐Dis

Presentation to Ad Hoc Group Exhibit 99.2 Subject to Confidentiality Agreements To Be Used for The Sole Purpose of Evaluating A Potential Recapitalization of This J.Crew Business Disclaimer By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is subject to the confidentiality provision set forth in the r

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 jcg-8k20190913.htm 8-K 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 Date of Report (Date of earliest event reported): September 13, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State

CHINOS HOLDINGS ANNOUNCES FILING OF REGISTRATION STATEMENT FOR PROPOSED INITIAL PUBLIC OFFERING AND NAME CHANGE TO MADEWELL GROUP, INC.

Exhibit 99.1 CHINOS HOLDINGS ANNOUNCES FILING OF REGISTRATION STATEMENT FOR PROPOSED INITIAL PUBLIC OFFERING AND NAME CHANGE TO MADEWELL GROUP, INC. New York, NY – September 13, 2019 – Chinos Holdings, Inc. (“Chinos Holdings”) today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission relating to the proposed initial public offering of its co

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): September 13, 2019 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 inc

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2019 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2019 RESULTS NEW YORK, September 13, 2019 — J.Crew Group, Inc. (the “Company”) today announced financial results for the second quarter and first half of fiscal 2019. Second

JCG / J Crew Group Inc 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 jcg-10q20190803.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 3, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State

Letter Agreement, dated May 7, 2019, between J.Crew Group, Inc. and Billy May.*

EX-10.1 2 jcg-ex10147.htm EX-10.1 Exhibit 10.1 May 7, 2019 Via Electronic Mail Billy May Dear Billy: We are pleased to extend an offer to join our team as Chief Customer Officer. This offer is contingent upon you providing your current emplolyer with your notice of resignation before May 17, 2019 and accepting employment with J. Crew Group, Inc. (“J. Crew” or the “Company”) on or before July 22, 2

Non-disclosure, Non-solicitation, Non-competition, Work Product Ownership and Dispute Resolution Agreement, dated May 8, 2019, between J.Crew Group, Inc. and Billy May.*

Exhibit 10.2 NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION, WORK PRODUCT OWNERSHIP AND DISPUTE RESOLUTION AGREEMENT In consideration of your offer of employment as Chief Customer Officer with J. Crew Group, Inc. (“J. Crew”) and for other good and valuable consideration, receipt of which is hereby acknowledged, effective as of your first day of employment with J. Crew, you and J. Crew agree (th

JCG / J Crew Group Inc SD - - FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 225 Liberty Street, New York, New York 10281 (Address of pr

Official Smelter Name

Exhibit 1.01 to Form SD – Conflict Minerals Report I. Introduction This Conflict Minerals Report of J.Crew Group, Inc. (“J.Crew,” the “Company,” “we,” “our” or “us”) for the year ended December 31, 2018 is being made in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). Certain J.Crew products contain components that use tin, tantalum, tungsten and/or gold (“3TG”),

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2019 RESULTS

Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2019 RESULTS NEW YORK, May 29, 2019 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months ended May 4, 2019. First Quarter highlights: • Total revenues increased 7% to $5

JCG / J Crew Group Inc 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 4, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephone

J.Crew Group, Inc. 2019 Special Bonus Plan*

Exhibit 10.1 FINAL FORM J. CREW GROUP, INC. 2019 SPECIAL BONUS PLAN Section 1. Purpose The purpose of the Special Bonus Plan (the “Plan”) is to promote the interests of J. Crew Group, Inc. and its subsidiaries (the “Company”) by providing select associates of the Company with employment retention incentives. Section 2. Administration (a)The Plan shall be administered by the Compensation Committee

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20190529.htm FORM 8-K 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 Date of Report (Date of earliest event reported): May 29, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events

8-K 1 jcg-8k20190411.htm FORM 8-K 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 Date of Report (Date of earliest event reported): April 11, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (Stat

Financial Statements and Exhibits, Results of Operations and Financial Condition

e 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 Date of Report (Date of earliest event reported): March 20, 2019 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 incor

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2018 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2018 RESULTS NEW YORK, March 20, 2019— J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended February 2, 2019. T

General Release, dated November 17, 2018, between J.Crew Group, Inc. and James Brett.†

Exhibit 10.22 EXECUTION COPY General Release 1.General Release of All Claims: In exchange for the Company’s payment and provision of the amounts and benefits described in Section 2(c) of your employment agreement with the J Crew Group, Inc. (the “Company”) dated May 30, 2017 (the “Employment Agreement”), as set forth on Schedule I hereto, you voluntarily, fully and unconditionally release and fore

Power of Attorney†

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Vincent Zanna, Jeremy Brooks and Maria Di Lorenzo my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended February 2,

JCG / J Crew Group Inc 10-K (Annual Report)

10-K 1 jcg-10k20190202.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorpo

Subsidiaries of J.Crew Group, Inc.†

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J. Crew Operating Corp. Delaware J.Crew Operating Corp. J. Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J. Crew Virginia, Inc. V

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): February 1, 2019 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 incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 jcg-8k20190118.htm FORM 8-K 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 Date of Report (Date of earliest event reported): January 18, 2019 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (St

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20181129.htm 8-K-Q3-20181129 e 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 Date of Report (Date of earliest event reported): November 29, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2

J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2018 RESULTS

Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2018 RESULTS NEW YORK, November 29, 2018— J.Crew Group, Inc. (the “Company”) today announced financial results for the third quarter and first nine months of fiscal 2018. Third Quarter highlights: • Total rev

JCG / J Crew Group Inc 10-Q - Q3 - 20181103 (Quarterly Report)

10-Q 1 jcg-10q20181103.htm 10-Q - Q3 - 20181103 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 3, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 jcg-8k20181117.htm FORM 8-K 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 Date of Report (Date of earliest event reported): November 17, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (S

General Release by and between James Brett and J.Crew Group, Inc., dated November 17, 2018

EX-10.1 2 jcg-ex1016.htm EX-10.1 Exhibit 10.1 EXECUTION COPY General Release 1.General Release of All Claims: In exchange for the Company’s payment and provision of the amounts and benefits described in Section 2(c) of your employment agreement with the J Crew Group, Inc. (the “Company”) dated May 30, 2017 (the “Employment Agreement”), as set forth on Schedule I hereto, you voluntarily, fully and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): September 19, 2018 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 inc

Sixth Amendment to Credit Agreement (Incremental Amendment), dated as of September 19, 2018, by and among J. Crew Group, Inc., Chinos Intermediate Holdings B, Inc., Bank of America, N.A., as administrative agent and as collateral agent, and each lender party thereto.

Exhibit 10.1 Execution Version Sixth AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT) Sixth AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT) (this “Amendment”), dated as of September 19, 2018 (the “Sixth Amendment Effective Date”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), BANK OF

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20180804.htm 8-K e 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 Date of Report (Date of earliest event reported): August 28, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2018 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2018 RESULTS NEW YORK, August 28, 2018— J.Crew Group, Inc. (the “Company”) today announced financial results for the second quarter and first half of fiscal 2018. Second Quar

JCG / J Crew Group Inc 10-Q (Quarterly Report)

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 4, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telep

JCG / J Crew Group Inc FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 770 Broadway, New York, New York 10003 (Address of principa

Official Smelter Name

Exhibit 1.01 to Form SD – Conflict Minerals Report I. Introduction This Conflict Minerals Report of J.Crew Group, Inc. (“J.Crew,” the “Company,” “we,” “our” or “us”) for the year ended December 31, 2017 is being made in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). Certain J.Crew products contain components that use tin, tantalum, tungsten and/or gold (“3TG”),

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2018 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2018 RESULTS NEW YORK, May 30, 2018— J.Crew Group, Inc. (the “Company”) today announced financial results for the three months ended May 5, 2018. First Quarter highlights: • T

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20180530.htm 8-K e 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 Date of Report (Date of earliest event reported): May 30, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or

JCG / J Crew Group Inc 10-Q (Quarterly Report)

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 5, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephon

Letter Agreement, dated February 12, 2018, between J.Crew Group, Inc. and Adam Brotman. *

Exhibit 10.31 February 9, 2018 Via Electronic Mail Dear Adam, We are pleased to extend an offer to join J. Crew Group, Inc. (“J. Crew” or “Company”) as President and Chief Experience Officer with a start date of on or before March 15, 2018. In this position, you will report to the Chief Executive Officer of J. Crew Group, Inc. J. Crew is a company committed to creativity, quality and teamwork. We

JCG / J Crew Group Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephone Num

Letter Agreement, dated March 23, 2018, between J.Crew Group, Inc. and Vincent Zanna. *

Exhibit 10.33 Letter Agreement March 23, 2018 Mr. Vincent Zanna Dear Vin: Pursuant to our discussions regarding your continued employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective April 1, 2018 (the “Commencement Da

Power of Attorney†

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint James Brett, Vincent Zanna, Jeremy Brooks and Maria Di Lorenzo my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended

Subsidiaries of J.Crew Group, Inc.†

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J. Crew Operating Corp. Delaware J.Crew Operating Corp. J. Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J. Crew Virginia, Inc. V

Form of Indemnification Agreement between Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Intermediate Inc., J.Crew Group, Inc. and the directors thereof. †

Exhibit 10.35 Indemnification Agreement This Indemnification Agreement (this “Agreement”) is made and entered into as of January 16, 2018 between Chinos Holdings, Inc., a Delaware corporation (“Chinos Holdings”), Chinos Intermediate Holdings A, Inc., a Delaware corporation (“Chinos A”), Chinos Intermediate Holdings B, Inc., a Delaware corporation (“Chinos B”), Chinos Intermediate Inc., a Delaware

Non-disclosure, Non-solicitation, Non-competition, Work Product Ownership and Dispute Resolution Agreement, dated February 14, 2018, between J.Crew Group, Inc. and Adam Brotman. *

Exhibit 10.32 NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION, WORK PRODUCT OWNERSHIP AND DISPUTE RESOLUTION AGREEMENT In consideration of your employment as President and Chief Experience Officer with J. Crew Group, Inc. (“J. Crew”) and for other good and valuable consideration, receipt of which is hereby acknowledged, effective as of your first day of employment, you and J. Crew agree (this “A

Financial Statements and Exhibits, Results of Operations and Financial Condition

e 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 Date of Report (Date of earliest event reported): March 27, 2018 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 incor

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2017 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2017 RESULTS NEW YORK, March 27, 2018— J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended February 3, 2018. T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20180202.htm 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 Date of Report (Date of earliest event reported): February 2, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

JCG / J Crew Group Inc - 8-K - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

jcg-8k20180116.htm 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 Date of Report (Date of earliest event reported): January 16, 2018 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20171121.htm e 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 Date of Report (Date of earliest event reported): November 21, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other

J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2017 RESULTS

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna Chief Financial Officer & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2017 RESULTS NEW YORK, November 21, 2017? J.Crew Group, Inc. (the ?Company?) today announced financial results for the third quarter and first nine months of fiscal 2017. Third Quarter highligh

Letter Agreement, dated September 14, 2017, between J.Crew Group, Inc. and Lynda Markoe.*

Exhibit 10.1 Letter Agreement September 14, 2017 Ms. Lynda Markoe Dear Lynda: Pursuant to our discussions regarding your continued employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective September 14, 2017 (the “Commen

JCG / J Crew Group Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telep

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170914.htm 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 Date of Report (Date of earliest event reported): September 14, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170823.htm 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 Date of Report (Date of earliest event reported): August 23, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jur

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20170823.htm 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 Date of Report (Date of earliest event reported): August 23, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jur

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2017 RESULTS

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna CFO & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2017 RESULTS NEW YORK, August 23, 2017— J.Crew Group, Inc. (the “Company”) today announced financial results for the second quarter and first half of fiscal 2017. Second Quarter highlights: • Total revenues decre

AMENDED & RESTATED EMPLOYMENT AGREEMENT

EX-10.1 2 jcg-ex101199.htm EX-10.1 Exhibit 10.1 Execution Version AMENDED & RESTATED EMPLOYMENT AGREEMENT This AMENDED & RESTATED EMPLOYMENT AGREEMENT, dated as of the 7th day of July, 2017 (this “Agreement”), among Chinos Holdings, Inc., a Delaware corporation (“Parent”) and its subsidiary J. Crew Group, Inc. (collectively with Parent, the “Company”), with offices at 770 Broadway, New York, New Y

Amendment to Letter Agreement

Exhibit 10.2 Amendment to Letter Agreement August 2, 2017 Mr. Michael J. Nicholson Dear Mike: Reference is made to the letter agreement between you and J. Crew Group, Inc. (the “Company”), dated December 3, 2015 (the “Employment Agreement”). The purpose of this letter (the “Amendment”) is to amend the terms of the Employment Agreement, effective as of the date hereof. Capitalized terms not otherwi

JCG / J Crew Group Inc FORM 10-Q (Quarterly Report)

10-Q 1 jcg-10q20170729.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170802.htm 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 Date of Report (Date of earliest event reported): August 2, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

CALL RIGHT AGREEMENT

Exhibit 4.8 CALL RIGHT AGREEMENT This CALL RIGHT AGREEMENT (the ?Agreement?) is dated as of July 13, 2017, and entered into by and between (i) WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below), including its successors and assigns from time to time (the ?Term Loan Agent?), (ii) U.S. BANK NATIONAL ASSOCIATIO

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

Exhibit 4.11 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT This Amended and Restated Management Services Agreement (the ?Agreement?) is entered into as of July 13, 2017 by and among Chinos Holdings, Inc., a Delaware corporation (?Holdings?), J. Crew Group, Inc., a Delaware corporation (?Group?), Chinos Intermediate Holdings A, Inc. (?Intermediate A?), Chinos Intermediate, Inc., a Delaware cor

CERTIFICATE OF DESIGNATION SERIES A PREFERRED STOCK Chinos Holdings, Inc.

EX-3.1 2 jcg-ex3123.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF Chinos Holdings, Inc. Chinos Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify: The Board of Directors of

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 Date of Report (Date of earliest event reported): July 13, 2017 J.Crew Group, Inc.

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 Date of Report (Date of earliest event reported): July 13, 2017 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 incorpor

AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT This Amended and Restated Intellectual Property License Agreement (?Agreement?) is entered into as of July 13, 2017 (the ?Effective Date?), by and among J. Crew Domestic Brand, LLC, a Delaware limited liability company (?Licensor?), on the one hand, and J. Crew International, Inc., a Delaware corporation (?Licensee?) and, in

2017 INTELLECTUAL PROPERTY LICENSE AGREEMENT

Exhibit 10.3 2017 INTELLECTUAL PROPERTY LICENSE AGREEMENT This 2017 Intellectual Property License Agreement (“Agreement”) is entered into as of July 13, 2017 (the “Effective Date”), by and among J. Crew Domestic Brand, LLC, a Delaware limited liability company (“Licensor”), on the one hand, and J. Crew International, Inc., a Delaware corporation (“Licensee”) and, in its capacity as the payor pursu

CERTIFICATE OF DESIGNATION SERIES B PREFERRED STOCK Chinos Holdings, Inc.

EX-3.3 4 jcg-ex336.htm EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF Chinos Holdings, Inc. Chinos Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify: The Board of Directors of t

AMENDED AND RESTATED CHINOS HOLDINGS, INC. (A DELAWARE CORPORATION) ARTICLE I Law, Certificate of Incorporation and By-Laws

EX-3.2 3 jcg-ex327.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF CHINOS HOLDINGS, INC. (A DELAWARE CORPORATION) ARTICLE I Law, Certificate of Incorporation and By-Laws These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorpor

Supplemental Guarantee Agreement

EX-4.4 10 jcg-ex4418.htm EX-4.4 Exhibit 4.4 Supplemental Guarantee Agreement Supplemental Guarantee Agreement (this “Agreement”), dated as of July 13, 2017, between Chinos Intermediate Holdings A, Inc., a Delaware corporation (the “the Supplemental Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Issuers and the Guarantors have heretofor

Supplemental Guarantee Agreement

EX-4.3 9 jcg-ex4319.htm EX-4.3 Exhibit 4.3 Supplemental Guarantee Agreement Supplemental Guarantee Agreement (this “Agreement”), dated as of July 13, 2017, between Chinos Intermediate Holdings A, Inc., a Delaware corporation (the “the Supplemental Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, the Issuers and the Guarantors have heretofore

CERTIFICATE OF DESIGNATION SERIES A PREFERRED STOCK Chinos Intermediate, Inc.

EX-3.5 6 jcg-ex3522.htm EX-3.5 Exhibit 3.5 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF Chinos Intermediate, Inc. Chinos Intermediate, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify: The Board of Direc

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Chinos Holdings, INC.

Exhibit 3.4 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Chinos Holdings, INC. Pursuant to Sections 242 and 245 of the General Corporation law of the State of Delaware (the “DGCL”), the undersigned, being the Vice President of Chinos Holdings, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows: ONE: The name of this Corporation is Chinos Holdings, Inc.

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 13, 2017 (this “Amendment No. 1”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders under the Existing Credit Agreement (as defined below) party hereto (the “Consenting Lenders”) and the “New Lenders” listed on the si

13.00% SENIOR SECURED NEW MONEY NOTES DUE 2021 SECURITY AGREEMENT dated as of July 13, 2017 J. CREW BRAND, LLC, as LLC Issuer J. CREW BRAND CORP., as Corporate Issuer, J. CREW BRAND INTERMEDIATE, LLC, as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERE

EX-4.6 12 jcg-ex4616.htm EX-4.6 Exhibit 4.6 13.00% SENIOR SECURED NEW MONEY NOTES DUE 2021 SECURITY AGREEMENT dated as of July 13, 2017 among J. CREW BRAND, LLC, as LLC Issuer J. CREW BRAND CORP., as Corporate Issuer, J. CREW BRAND INTERMEDIATE, LLC, as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page

13.00% SENIOR SECURED NOTES DUE 2021 SECURITY AGREEMENT dated as of July 13, 2017 J. CREW BRAND, LLC, as LLC Issuer J. CREW BRAND CORP., as Corporate Issuer, J. CREW BRAND INTERMEDIATE, LLC, as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TI

Exhibit 4.5 13.00% SENIOR SECURED NOTES DUE 2021 SECURITY AGREEMENT dated as of July 13, 2017 among J. CREW BRAND, LLC, as LLC Issuer J. CREW BRAND CORP., as Corporate Issuer, J. CREW BRAND INTERMEDIATE, LLC, as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Sec

MANAGEMENT SERVICES AGREEMENT

EX-4.12 18 jcg-ex41210.htm EX-4.12 Exhibit 4.12 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (the “Agreement”) is entered into as of July 13, 2017 by and among Chinos Holdings, Inc., a Delaware corporation (“Holdings”), TPG Capital, L.P. (“TPG”) and Leonard Green & Partners, L.P. (“LGP” and, together with TPG, the “Managers”). WHEREAS, Holdings, J. Crew Group, Inc., a Delaware

AMENDED AND RESTATED PRINCIPAL INVESTORS Stockholders? Agreement by and among Chinos Holdings, Inc., Chinos intermediate holdings a, inc., chinos intermediate holdings b, inc., CHINOS INTERMEDIATE, INC., J. CREW GROUP, INC. the stockholders party her

Exhibit 4.9 AMENDED AND RESTATED PRINCIPAL INVESTORS Stockholders? Agreement by and among Chinos Holdings, Inc., Chinos intermediate holdings a, inc., chinos intermediate holdings b, inc., CHINOS INTERMEDIATE, INC., J. CREW GROUP, INC. and the stockholders party hereto dated as of July 13, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS; EFFECTIVENESS 2 Section 1.1 Section 1.2 Section 1.3 Defini

INTERCREDITOR AGREEMENT

EX-4.7 13 jcg-ex4715.htm EX-4.7 Exhibit 4.7 INTERCREDITOR AGREEMENT Intercreditor Agreement (this “Agreement”), dated as of July 13, 2017, between U.S. Bank National Association, as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “New Notes Collateral Agent”) for the New Notes Secured Parties (as defined below), and U.S. Bank Nationa

INDENTURE Dated as of July 13, 2017 J. CREW BRAND, LLC, J. CREW BRAND CORP., as Issuers, the Guarantors party hereto U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 13.00% SENIOR SECURED NEW MONEY NOTES DUE 2021 TABLE OF CONTENTS

Exhibit 4.2 INDENTURE Dated as of July 13, 2017 Between J. CREW BRAND, LLC, and J. CREW BRAND CORP., as Issuers, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 13.00% SENIOR SECURED NEW MONEY NOTES DUE 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. SECTION 1.02. SECTION 1.03. SECTION 1.04. SECTION 1.

INDENTURE Dated as of July 13, 2017 J. CREW BRAND, LLC, J. CREW BRAND CORP., as Issuers, the Guarantors party hereto U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 13.00% SENIOR SECURED NOTES DUE 2021 TABLE OF CONTENT

EX-4.1 7 jcg-ex4121.htm EX-4.1 Exhibit 4.1 INDENTURE Dated as of July 13, 2017 Between J. CREW BRAND, LLC, and J. CREW BRAND CORP., as Issuers, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 13.00% SENIOR SECURED NOTES DUE 2021 TABLE OF CONTENT Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. SECTION 1.02. SECTION 1.03. SECT

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate, Inc., Chinos Intermediate Holdings B, Inc., J. Crew Group, Inc., the Principal Investors, the MD In

EX-4.10 16 jcg-ex41014.htm EX-4.10 Exhibit 4.10 AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate, Inc., Chinos Intermediate Holdings B, Inc., J. Crew Group, Inc., and the Principal Investors, the MD Investors and Managers Named Herein Dated as of July 13, 2017 TABLE OF CONTENTS Page 1. EFFECTIVENES

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170707.htm 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 Date of Report (Date of earliest event reported): July 7, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisd

J.Crew Group, Inc. Announces EXPIRATION AND FINAL Results of Exchange Offer and Consent Solicitation

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna (212) 209-8090 Margot Fooshee (212) 209-8414 Pat Tucker / Dan Scorpio Abernathy MacGregor (212) 371-5999 J.Crew Group, Inc. Announces EXPIRATION AND FINAL Results of Exchange Offer and Consent Solicitation New York, July 11, 2017? J.Crew Group, Inc. (the ?Company?) today announced the expiration and final results for its previously announced priv

Entry into a Material Definitive Agreement, Other Events

jcg-8k20170711.htm 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 Date of Report (Date of earliest event reported): July 11, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juris

FIRST SUPPLEMENTAL INDENTURE

jcg-ex417.htm Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of July 11, 2017, between Chinos Intermediate Holdings A, Inc., a Delaware corporation (the ?Company?) and U.S. Bank National Association, as trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to t

Financial Statements and Exhibits, Other Events

jcg-8k20170711.htm 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 Date of Report (Date of earliest event reported): July 11, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juris

J.Crew Group, Inc. Announces ONE-DAY Extension of expiration of Exchange Offer and Consent Solicitation

jcg-ex9917.htm Exhibit 99.1 Contacts: Vincent Zanna (212) 209-8090 Margot Fooshee (212) 209-8414 Pat Tucker / Dan Scorpio Abernathy MacGregor (212) 371-5999 J.Crew Group, Inc. Announces ONE-DAY Extension of expiration of Exchange Offer and Consent Solicitation New York, July 11, 2017? J.Crew Group, Inc. (the ?Company?) today announced that it is extending the expiration time for its previously ann

J.Crew Group, Inc. Announces Early Results of Exchange Offer and Consent Solicitation and Extension of Early Deadline

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna (212) 209-8090 Margot Fooshee (212) 209-8414 Pat Tucker / Dan Scorpio Abernathy MacGregor (212) 371-5999 J.Crew Group, Inc. Announces Early Results of Exchange Offer and Consent Solicitation and Extension of Early Deadline New York, June 26, 2017? J.Crew Group, Inc. (the ?Company?) today announced the early tender results for its previously annou

Financial Statements and Exhibits, Other Events

jcg-8k20170626.htm 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 Date of Report (Date of earliest event reported): June 26, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juris

SUMMARY CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA

EX-99.1 4 jcg-ex991132.htm EX-99.1 Exhibit 99.1 SUMMARY CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA The following table sets forth our summary audited and unaudited historical financial and other data for J.Crew for the periods indicated. See “Presentation of Financial Information” for a discussion on the presentation of the financial information included in the tables that follow. We derived

purchase agreement DATED June 12, 2017 BY AND AMONG J. Crew Brand, llc, J. Crew Brand corp., J. Crew Group, Inc., THE GUARANTORS PARTY HERETO, the note purchasers party hereto TABLE OF CONTENTS

EX-10.2 3 jcg-ex10291.htm EX-10.2 Exhibit 10.2 purchase agreement DATED June 12, 2017 BY AND AMONG J. Crew Brand, llc, J. Crew Brand corp., J. Crew Group, Inc., THE GUARANTORS PARTY HERETO, AND the note purchasers party hereto TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions1 Section 1.02 Accounting Procedures and Interpretation7 ARTICLE II SALE AND PURCHASE 8 Section 2.01 S

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of June 12, 2017, is entered into by and among: (a) Chinos Holdings, Inc. (“Holdings”), Chinos Intermediate Holdings A, Inc. (“Chinos A”), Chinos Intermediate Holdings B, Inc. (“Chinos B”), J. Crew Group,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): June 12, 2017 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 incorpor

J.CREW GROUP, INC. ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION

EX-99.2 5 jcg-ex99289.htm EX-99.2 Exhibit 99.2 Contacts: Vincent Zanna SVP, Finance & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION NEW YORK, June 12, 2017— J.Crew Group, Inc. (the “Company”) today announced that J.Crew Brand, LLC (“BrandCo”) and J.Crew Brand Corp. (“BrandCorp” and, together with

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 jcg-8k20170612.htm FORM 8-K 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 Date of Report (Date of earliest event reported): June 12, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2017 RESULTS COMPANY PROVIDES UPDATE ON CAPITAL STRUCTURE EFFORTS

EX-99.1 2 jcg-ex9919.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna SVP, Finance & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2017 RESULTS COMPANY PROVIDES UPDATE ON CAPITAL STRUCTURE EFFORTS NEW YORK, June 12, 2017— J.Crew Group, Inc. (the “Company”) today announced financial results for the three months ended

Letter Agreement

EX-10.2 3 jcg-ex102472.htm EX-10.2 Exhibit 10.2 Letter Agreement May 30, 2017 Mr. James Brett Dear Jim: Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective as of the date

JCG / J Crew Group Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telepho

Separation Agreement and General Release

Exhibit 10.1 March 31, 2017 Separation Agreement and General Release Jenna Lyons 112 Mercer Street #4 New York, NY 10012 Dear Jenna, Reference is made to the letter agreement dated as of July 15, 2010, between you and J. Crew Group, Inc. and its subsidiaries (the “Company”), which sets forth the terms and conditions of your employment with the Company (“Employment Agreement”). Unless otherwise def

J. CREW GROUP, INC. 2017 Tranformation incentive PLAN

EX-10.3 4 jcg-ex103806.htm EX-10.3 Exhibit 10.3 J. CREW GROUP, INC. 2017 Tranformation incentive PLAN Section 1. Purpose The purpose of the Transformation Incentive Plan (the “Plan”) is to promote the interests of J.Crew Group, Inc. and its subsidiaries (the “Company”) by providing select associates of the Company with incentive to assist the Company in meeting and exceeding the goals of its new 2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170530.htm 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 Date of Report (Date of earliest event reported): May 30, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisd

Official Smelter Name

EX-1.01 2 jcg-ex1016.htm EX-1.01 Exhibit 1.01 to Form SD – Conflict Minerals Report I. Introduction This Conflict Minerals Report of J.Crew Group, Inc. (“J.Crew,” the “Company,” “we,” “our” or “us”) for the year ended December 31, 2016 is being made in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). Certain J.Crew products contain components that use tin, tantalu

JCG FORM SD

jcg-sd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 770 Broadway, New York, New York 10003 (Address

Other Events

jcg-8k20170428.htm 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 Date of Report (Date of earliest event reported): April 28, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Costs Associated with Exit or Disposal Activities

jcg-8k20170425.htm 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 Date of Report (Date of earliest event reported): April 25, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

PIK Noteholder Ad Hoc Group Counterproposal (April 13, 2017) Minimum Participation 95% Participation Terms for IPCo Debt Issuer J.Crew Brand, LLC; J.Crew Brand Corp Guarantors J.Crew Domestic Brand, LLC (“IPCo”) ; J.Crew International Brand, LLC; J.

EX-99.2 3 jcg-ex9928.htm EX-99.2 Project Oar PIK Noteholder ad hoc group counterproposal April 13, 2017 Exhibit 99.2 PIK Noteholder Ad Hoc Group Counterproposal (April 13, 2017) Minimum Participation 95% Participation Terms for IPCo Debt Issuer J.Crew Brand, LLC; J.Crew Brand Corp Guarantors J.Crew Domestic Brand, LLC (“IPCo”) ; J.Crew International Brand, LLC; J. Crew Brand Intermediate, LLC Matu

J.Crew 2 J.Crew Counterproposal to PIK Noteholders — Key Terms (cont’d) Summary Terms for IPCo Notes J.Crew Counterproposal (4/13) Issuer J. Crew Brand, LLC; J. Crew Brand Corp. Guarantors J. Crew Domestic Brand, LLC (“IPCo”), J. Crew International B

EX-99.1 2 jcg-ex9917.htm EX-99.1 COUNTERPROPOSAL TO PIK NOTEHOLDERS J.Crew 1 J.Crew Counterproposal to PIK Noteholders — Key Terms Summary of Consideration J.Crew Counterproposal (4/13) Consideration $250 million of IPCo Notes $150 million of preferred equity Min. Participation 95% of outstanding PIK Notes Summary Terms for Preferred Equity Issuer TBD Amount $150 million Security Type Non-converti

Regulation FD Disclosure, Financial Statements and Exhibits

jcg-8k20170413.htm 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 Date of Report (Date of earliest event reported): April 13, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170403.htm 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 Date of Report (Date of earliest event reported): April 3, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juris

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Millard Drexler, Michael Nicholson, Jeremy Brooks and Maria Di Lorenzo my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal ye

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2016 RESULTS

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna SVP, Finance & Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2016 RESULTS NEW YORK, March 21, 2017 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended January 28, 2017. Fourth Quar

Regulation FD Disclosure, Financial Statements and Exhibits

jcg-8k20170321.htm 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 Date of Report (Date of earliest event reported): March 21, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20170321.htm 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 Date of Report (Date of earliest event reported): March 21, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

JCG 10-K (Annual Report)

jcg-10k20170128.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Addre

Disclaimer By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is the property of, and contains the proprietary and confidential information of J. Crew Gr

jcg-ex9918.pptx.htm Materials for Restricted Ad Hoc PIK Noteholders March 13, 2017 SUBJECT TO APPLICABLE NON-DISCLOSURE AGREEMENTS AND FRE 408 CONFIDENTIAL Exhibit 99.1 Disclaimer By accepting this presentation, recipients acknowledge that they have read, understood and accepted the terms of this Disclaimer. This presentation is the property of, and contains the proprietary and confidential inform

1 The PIK Noteholders have put together a proposal that provides the Company with key benefits. Runway Extension May 1, 2019 Holdco PIK Note maturity $669mm, assuming security accretes until maturity Capture Discount Assuming ongoing 0.25% amortizati

jcg-ex992137.pptx.htm Project Oar PIK Noteholder Proposal March 17, 2017 Exhibit 99.2 1 The PIK Noteholders have put together a proposal that provides the Company with key benefits. Runway Extension May 1, 2019 Holdco PIK Note maturity $669mm, assuming security accretes until maturity Capture Discount Assuming ongoing 0.25% amortization per quarter until May 1, 2019 PIK Noteholder Counterproposal

Subsidiaries of J.Crew Group, Inc.

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J.Crew Operating Corp. Delaware J.Crew Operating Corp. J.Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J.Crew Virginia, Inc. Virg

Indemnification Agreement

Exhibit 10.24 Indemnification Agreement This Indemnification Agreement (this “Agreement”) is made and entered into as of January 3, 2017 between Chinos Holdings, Inc., a Delaware corporation (“Chinos Holdings”), Chinos Intermediate Holdings A, Inc., a Delaware corporation (“Chinos A”), Chinos Intermediate Holdings B, Inc., a Delaware corporation (“Chinos B”), J. Crew Group, Inc., a Delaware corpor

Financial Statements and Exhibits, Other Events

jcg-8k20170201.htm 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 Date of Report (Date of earliest event reported): February 1, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

J.CREW TAKES LEGAL ACTION TO ASSERT RIGHTS UNDER TERM LOAN AGREEMENT

jcg-ex9916.htm Exhibit 99.1 Contacts: Margot Fooshee, J.Crew [email protected] (212) 209-8414 Jessica Liddell, ICR [email protected] (203) 682-8208 J.CREW TAKES LEGAL ACTION TO ASSERT RIGHTS UNDER TERM LOAN AGREEMENT NEW YORK, February 1, 2017 – J.Crew Group, Inc. (the "Company") announced today that it has filed a lawsuit in the New York State Supreme Court, Commercial Division ag

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20170103.htm 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 Date of Report (Date of earliest event reported): January 3, 2017 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jur

JCG / J Crew Group Inc 10-Q - Quarterly Report - 10-Q

10-Q 1 jcg-10q20161029.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2016 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20161122.htm 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 Date of Report (Date of earliest event reported): November 22, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other j

FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES, dated as of November 17, 2016 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., a

J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2016 RESULTS

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2016 RESULTS NEW YORK, November 22, 2016 ? J.Crew Group, Inc. (the ?Company?) today announced financial results for the third quarter and first nine months of fiscal 2016. Third Quarter highlights: ? Tot

Other Events

jcg-8k20161028.htm 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 Date of Report (Date of earliest event reported): October 28, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2016 RESULTS

Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2016 RESULTS NEW YORK, August 31, 2016 — J.Crew Group, Inc. (the “Company”) today announced financial results for the second quarter and first half of fiscal 2016. Second Quarter highlights: · Total revenues decreased

JCG / J Crew Group Inc 10-Q - Quarterly Report - 10-Q

10-Q 1 jcg-10q20160730.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2016 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of In

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20160831.htm 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 Date of Report (Date of earliest event reported): August 31, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jur

JCG FORM SD

jcg-8k_20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 770 Broadway, New York, New York 10003

Official Smelter Name

jcg-ex1016.htm Exhibit 1.01 to Form SD ? Conflict Minerals Report I. Introduction This Conflict Minerals Report of J.Crew Group, Inc. (?J.Crew,? the ?Company,? ?we,? ?our? or ?us?) for the year ended December 31, 2015 is being made in compliance with Rule 13p-1 under the Securities Exchange Act of 1934 (the ?Rule?). Certain J.Crew products contain components that use tin, tantalum, tungsten and/or

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER 2016 RESULTS

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER 2016 RESULTS NEW YORK, May 25, 2016 ? J.Crew Group, Inc. (the ?Company?) today announced financial results for the three months ended April 30, 2016. First Quarter highlights: ? Total revenues decreased 3% to $

JCG / J Crew Group Inc 10-Q - Quarterly Report - 10-Q

10-Q 1 jcg-10q20160430.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2016 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of I

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20160525.htm 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 Date of Report (Date of earliest event reported): May 25, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisd

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

jcg-8k20160513.htm 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 Date of Report (Date of earliest event reported): May 13, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisd

JCG 8-K (Current Report/Significant Event)

jcg-8k20160429.htm 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 Date of Report (Date of earliest event reported): April 29, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

JCG 8-K (Current Report/Significant Event)

jcg-8k20160419.htm 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 Date of Report (Date of earliest event reported): April 19, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

JCG / J Crew Group Inc 10-K - Annual Report - 10-K

10-K 1 jcg-10k20160130.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorpo

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2015 RESULTS

EX-99.1 2 jcg-ex9917.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2015 RESULTS NEW YORK, March 17, 2016 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended January 30, 2016. Fourt

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Millard Drexler, Michael Nicholson, Joan Durkin and Maria Di Lorenzo my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year

Subsidiaries of J.Crew Group, Inc.

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J.Crew Operating Corp. Delaware J.Crew Operating Corp. J.Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J.Crew Virginia, Inc. Virg

Letter Agreement

Exhibit 10.20 Execution Version Letter Agreement December 3, 2015 Mr. Michael J. Nicholson Dear Mike: Pursuant to our discussions regarding your employment with J. Crew Group, Inc. (the “Company”), we thought it would be useful to lay out the terms and conditions of our agreement in this letter agreement (this “Agreement”) for all parties to sign. This Agreement will be effective as of the date he

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20160317.htm 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 Date of Report (Date of earliest event reported): March 17, 2016 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other juri

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

jcg-8k20151217.htm 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 Date of Report (Date of earliest event reported): December 17, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other j

FOURTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT)

Exhibit 10.1 Execution Copy FOURTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT) FOURTH AMENDMENT TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT), dated as of December 17, 2015 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), CHINOS INTERMEDIATE HOLDINGS B, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., as administrative agent (i

JCG 8-K (Current Report/Significant Event)

jcg-8k20151203.htm 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 Date of Report (Date of earliest event reported): December 3, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

J.CREW GROUP, INC. NAMES MICHAEL J. NICHOLSON PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER

EX-99.1 2 jcg-ex9916.htm EX-99.1 Exhibit 99.1 Contact: Margot Fooshee [email protected] (212) 209-8414 J.CREW GROUP, INC. NAMES MICHAEL J. NICHOLSON PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER NEW YORK, December 3, 2015 — J.Crew Group, Inc. (the “Company”) announced today that it has named Michael J. Nicholson President, Chief Operating Officer and Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telep

J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2015 RESULTS AND APPOINTS MICHAEL J. NICHOLSON PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER

jcg-ex99115.htm Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2015 RESULTS AND APPOINTS MICHAEL J. NICHOLSON PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER NEW YORK, December 3, 2015 — J.Crew Group, Inc. (the “Company”) today announced financial re

JCG 8-K (Current Report/Significant Event)

jcg-8k20151203.htm 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 Date of Report (Date of earliest event reported): December 3, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other ju

JCG 8-K (Current Report/Significant Event)

jcg-8k20151030.htm 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 Date of Report (Date of earliest event reported): October 30, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware (State or other jurisdiction

JCG 8-K (Current Report/Significant Event)

jcg-8k20150827.htm 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 Date of Report (Date of earliest event reported): August 27, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jur

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2015 RESULTS

jcg-ex9916.htm Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2015 RESULTS NEW YORK, August 27, 2015 ? J.Crew Group, Inc. (the ?Company?) today announced financial results for the second quarter and first half of fiscal 2015. Second Quarter highlights: ? Total rev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 jcg-10q20150801.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of I

JCG 8-K (Current Report/Significant Event)

jcg-8k20150610.htm 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 Date of Report (Date of earliest event reported): June 10, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware (State or other jurisdiction of

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2015 RESULTS

EX-99.1 2 jcg-ex991201506047.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2015 RESULTS NEW YORK, June 4, 2015 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months ended May 2, 2015. First Quarter highlights: · To

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 jcg-10q20150502.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Inco

2

Exhibit 10.1 May 11, 2015 By Hand Ms. Joan Durkin Dear Joan: In recognition of your prior and continued service as SVP, Chief Accounting Officer and your current additional responsibilities as Interim Chief Financial Officer for J. Crew Group, Inc. and its operating subsidiaries (collectively, the ?Company?), we would like to make you eligible for a special discretionary long term incentive bonus

Financial Statements and Exhibits, Results of Operations and Financial Condition

jcg-8k20150604.htm 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 Date of Report (Date of earliest event reported): June 4, 2015 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisd

Official Smelter Name

Exhibit 1.01 to Form SD ? Conflict Minerals Report I. Introduction Certain J.Crew products contain components that use tin, tantalum, tungsten and/or gold (?3TG?), and for which the 3TG are necessary to their functionality or production. Due to the depth of the supply chain, J.Crew is far removed from the sources of ore from which these metals are produced and the smelters/refiners that process th

JCG FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 770 Broadway, New York, New York 10003 (Address of principa

JCG 8-K (Current Report/Significant Event)

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 Date of Report (Date of earliest event reported): May 5, 2015 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 incorporat

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2014 RESULTS

EX-99.1 2 jcg-ex991201503189.htm EX-99.1 Exhibit 99.1 Contacts: Vincent Zanna Vice President, Treasurer (212) 209-8090 Allison Malkin / Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2014 RESULTS NEW YORK, March 18, 2015 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended January 31, 201

JCG 8-K (Current Report/Significant Event)

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 Date of Report (Date of earliest event reported): March 18, 2015 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 incorpo

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Millard Drexler, Joan Durkin and Maria Di Lorenzo my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended January 31,

Subsidiaries of J.Crew Group, Inc.

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J.Crew Operating Corp. Delaware J.Crew Operating Corp. J.Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J.Crew Virginia, Inc. Virg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephone Num

2

Exhibit 10.21 June 9, 2014 By Hand Ms. Lynda Markoe Dear Lynda: In recognition of your prior and continued service as Executive Vice President, Human Resources for J. Crew Group, Inc. and its operating subsidiaries (collectively, the “Company”), we would like to make you eligible for a special discretionary long term incentive bonus pursuant to the terms and conditions set forth in this letter agr

NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND DISPUTE RESOLUTION AGREEMENT

Exhibit 10.20 NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION AND DISPUTE RESOLUTION AGREEMENT In consideration of your continued employment as SVP – Chief Accounting Officer with J. Crew Group, Inc. and its affiliates (collectively, the "Company") and for other good and valuable consideration, receipt of which is hereby acknowledged, effective as of January 22, 2013, you and the Company agree a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of Report (Date of earliest event reported): January 22, 2015 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 incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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 Date of Report (Date of earliest event reported): January 2, 2015 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

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 Execution Copy THIRD AMENDMENT TO CREDIT AGREEMENT THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 10, 2014 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, incl

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): December 10, 2014 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 inco

J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS

EX-99.1 2 jcg-ex991201411017.htm EX-99.1 Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS NEW YORK, December 4, 2014 — J.Crew Group, Inc. (the “Company”) today announced financial results for the third quarter and first nine months of fiscal 2014, endin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 1, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telep

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): December 4, 2014 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 incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 2, 2014 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telepho

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 Date of Report (Date of earliest event reported): September 4, 2014 J.Crew Group, I

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 Date of Report (Date of earliest event reported): September 4, 2014 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 inco

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS NEW YORK, September 4, 2014 ? J.Crew Group, Inc. (the ?Company?) today announced financial results for the second quarter and first half of fiscal 2014. Second Quarter highlights: ? Revenues increased 12

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 Date of Report (Date of earliest event reported): June 4, 2014 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 incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephone

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS NEW YORK, June 5, 2014 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months ended May 3, 2014. First Quarter highlights: · Revenues increased 5% to $592.0 million, w

Conflict Free SOR

EX-1.02 2 d734959dex102.htm EX-1.02 Exhibit 1.02 to Form SD – Conflict Minerals Report I. Introduction Certain J.Crew products contain components that use tin, tantalum, tungsten and/or gold (“3TG”), and for which the 3TG are necessary to their functionality or production. Due to the depth of the supply chain, J.Crew is far removed from the sources of ore from which these metals are produced and t

- FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report J.Crew Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 333-175075 22-2894486 (State of other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 770 Broadway, New York, New York 10003 (Address of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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 Date of Report (Date of earliest event reported): April 21, 2014 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 incorpo

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Millard Drexler, Stuart Haselden and Jennifer Meeker my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended February

Subsidiaries of J.Crew Group, Inc.

Exhibit 21.1 Subsidiaries of J.Crew Group, Inc. Name of Subsidiary Jurisdiction of Incorporation Name under which Subsidiary Does Business J.Crew Operating Corp. Delaware J.Crew Operating Corp. J.Crew Inc. Delaware J.Crew Inc. Grace Holmes, Inc. Delaware J.Crew Retail Stores H.F.D. No. 55, Inc. Delaware J.Crew Factory Stores Madewell, Inc. Delaware Madewell Retail Stores J.Crew Virginia, Inc. Virg

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): March 24, 2014 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 incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telephone Num

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2013 RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2013 RESULTS NEW YORK, March 24, 2014 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and the fiscal year ended February 1, 2014. Fourth Quarter highlights: — Revenues

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 Execution Copy SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 5, 2014 (this “Amendment”), by and among J. CREW GROUP, INC., a Delaware corporation (the “Borrower”) (which on the Effective Date was merged with Chinos Acquisition Corporation, a Delaware corporation, with the Borrower being the surviving entity of such merger), BANK OF AMERIC

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

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 Date of Report (Date of earliest event reported): March 5, 2014 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 incorpor

$1,567,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 5, 2014 J. CREW GROUP, INC., as the Borrower, CHINOS INTERMEDIATE HOLDINGS B, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO GOL

Exhibit 10.2 Execution Version Published CUSIP Number: 46613BAD9 $1,567,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 5, 2014 among J. CREW GROUP, INC., as the Borrower, CHINOS INTERMEDIATE HOLDINGS B, INC., as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO GOLDMAN SACHS BANK USA, as Syndication Agent, MIZUHO CORPORATE BANK, LTD. SUMI

IN CONNECTION WITH A POTENTIAL REFINANCING TRANSACTION, J.CREW GROUP, INC. ANNOUNCES SELECTED UNAUDITED FINANCIAL RESULTS

EX-99.1 EXHIBIT 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 IN CONNECTION WITH A POTENTIAL REFINANCING TRANSACTION, J.CREW GROUP, INC. ANNOUNCES SELECTED UNAUDITED FINANCIAL RESULTS NEW YORK, February 20, 2014 — In connection with a potential refinancing of certain of its existing indebtedness, J.Crew Group, Inc. (the

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of Report (Date of earliest event reported): February 20, 2014 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisdictio

Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS NEW YORK, December 4, 2013 — J.Crew Group, Inc. today announced financial results for the three and nine months ended November 2, 2013. Third Quarter highlights: · Revenues increased 11% to $618.8 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2013 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number Registrant, State of Incorporation Address and Telep

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): December 4, 2013 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 incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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 Date of Report (Date of earliest event reported): November 4, 2013 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 incor

J. CREW GROUP, INC. RELEASES THIRD QUARTER-TO-DATE SALES RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J. CREW GROUP, INC. RELEASES THIRD QUARTER-TO-DATE SALES RESULTS NEW YORK, October 28, 2013 - In connection with the proposed private bond offering by its indirect parent, J. Crew Group, Inc. (the “Company”) announced the following information today. Selected Financi

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 Date of Report (Date of earliest event reported): October 28, 2013 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware (State or other jurisdiction of incorpo

J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS

EX-99.1 2 d596978dex991.htm EX-99.1 Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS NEW YORK, September 11, 2013 — J.Crew Group, Inc. today announced financial results for the second quarter and first half of fiscal 2013. Second Quarter highlights: •

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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 Date of Report (Date of earliest event reported): September 11, 2013 J.Crew Group, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 333-175075 Delaware 22-2894486 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS

Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS NEW YORK, June 6, 2013 — J.Crew Group, Inc. today announced financial results for the three months ended May 4, 2013. First Quarter Highlights: • Revenues increased 12% to $564.1 million, with comparable

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 Date of Report (Date of earliest event reported): June 6, 2013 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

(Signatures on following page)

EX-10.1 Exhibit 10.1 April 12, 2013 By Hand Ms. Jenna Lyons Dear Jenna: In recognition of your prior and continued service as President & Creative Director for J. Crew Group, Inc. and its operating subsidiaries (collectively, the “Company”), we would like to award you with a special discretionary bonus pursuant to the terms and conditions set forth in this letter agreement (the “Agreement”). All c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 Date of Report (Date of earliest event reported): April 11, 2013 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 o

Financial Statements and Exhibits, Results of Operations and Financial Condition

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Exhibit 24.1 POWER OF ATTORNEY I hereby appoint Millard Drexler, Stuart Haselden and Jennifer Meeker my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended February

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February 22, 2013 Via E-Mail Mr. Stuart C. Haselden Chief Financial Officer J. Crew Group, Inc. 770 Broadway New York, NY 10003 Re: J. Crew Group, Inc. Form 10-K for the Fiscal Year Ended January 28, 2012 Filed March 19, 2012 File No. 001-32927 Dear Mr. Haselden: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not

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Correspondence J.CREW GROUP, INC. 770 Broadway New York, New York 10003 January 25, 2013 BY FAX AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tia Jenkins Re: Comment Letter Dated January 18, 2013 J.Crew Group, Inc. Form 10-K for the Fiscal Year Ended January 28, 2012 Filed March 19, 2012 File No. 001-32927 Dear Ms. Jenk

LETTER

January 18, 2013 Via E-Mail Mr. Stuart C. Haselden Chief Financial Officer J. Crew Group, Inc. 770 Broadway New York, NY 10003 Re: J. Crew Group, Inc. Form 10-K for the Fiscal Year Ended January 28, 2012 Filed March 19, 2012 File No. 001-32927 Dear Mr. Haselden: We have reviewed your filings and have the following comment. Please respond to this letter within ten business days by amending your fil

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Exhibit 99.1 Contacts: Stuart C. Haselden Chief Financial Officer (212) 209-8461 Allison Malkin/Joe Teklits ICR, Inc. (203) 682-8200 J.CREW GROUP, INC. ANNOUNCES THIRD QUARTER FISCAL 2012 RESULTS Revenues Rise 16% to $556 Million NEW YORK, November 28, 2012 — J.Crew Group, Inc. today announced financial results for the three months and the nine months ended October 27, 2012. On March 7, 2011, J.Cr

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Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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