TowerBrook Investors Updates J.Jill Stake

TL;DR

TowerBrook Investors just amended their 13D filing for J.Jill, Inc. - big player update.

AI Summary

On June 3, 2024, TowerBrook Investors, Ltd. filed an amendment (Amendment No. 1) to its Schedule 13D regarding J.Jill, Inc. The filing indicates a change in beneficial ownership, with TowerBrook Investors, Ltd. and associated entities now holding a significant stake in the company. Specific details on the exact percentage or number of shares are not immediately available in this excerpt, but the filing signifies a material update to their holdings.

Why It Matters

This filing signals a potential shift in control or influence for J.Jill, Inc. as a major investor has updated its beneficial ownership disclosure.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor intentions or significant strategic shifts, warranting close monitoring.

Key Players & Entities

• J.Jill, Inc. (company) — Subject Company
• TowerBrook Investors, Ltd. (company) — Filing Entity
• JONATHAN BILZIN (person) — Group Member
• KARIM SADDI (person) — Group Member
• NEAL MOSZKOWSKI (person) — Group Member
• RAMEZ SOUSOU (person) — Group Member
• TI IV JJ GP, LLC (company) — Group Member
• TI IV JJILL HOLDINGS, LP (company) — Group Member
• TOWERBROOK INVESTORS GP IV, L.P. (company) — Group Member
• TOWERBROOK INVESTORS IV (ONSHORE), L.P. (company) — Group Member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• eh240454812_13da1-tb.htm (SC 13D/A) — 154KB
• eh240454812_ex9901.htm (EX-99.1) — 17KB
• 0000950142-24-001544.txt ( ) — 173KB

Identity and Background

Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) TI IV JJill Holdings, LP; (ii) TI IV JJ GP, LLC; (iii) TowerBrook Investors IV (Onshore), L.P.; (iv) TowerBrook Investors GP IV, L.P.; (v) TowerBrook Investors, Ltd. (vi) Neal Moszkowski; (vi) Jonathan Bilzin; and (vii) Karim Saddi The principal business address for each of the Reporting Persons (other than Mr. Saddi) is: c/o TowerBrook Capital Partners L.P. Park Avenue Tower, 65 East 55th Street, 19th Floor New York, New York 10022 The principal business address for Mr. Saddi is: c/o TowerBrook Capital Partners L.P. 1 St. James’s Market Carlton Street London SW1Y 4AH United Kingdom The Citizenship of each Reporting Person is set forth in Item 6 of each Reporting Person’s cover page. The general partner of TI IV JJill Holdings, LP (“TI IV”) is TI IV JJ GP, LLC (“TI IV JJ”), the sole member of which is TowerBrook Investors IV (Onshore), L.P (“Investors IV”). The general partner of Investors IV is TowerBrook Investors GP IV, L.P. (“GP IV”). The general partner of GP IV is TowerBrook Investors, Ltd. (“TowerBrook Investors” and, collectively with TI IV, TI IV JJ, Investors IV and GP IV, the “TowerBrook entities”). As of June 2, 2024 (i) as result of certain investment-related approval rights, Neal Moszkowski, Jonathan Bilzin and Karim Saddi may each be deemed to have voting and investment control over securities beneficially owned by TowerBrook Investors and (ii) Ramez Sousou no longer constitutes a Reporting Person. Messrs. Moszkowski’s, Bilzin’s and Saddi’s principal occupation relates to their respective positions with the TowerBrook entities and affiliated funds and investment vehicles. Except as disclosed herein, none of the Reporting Persons, nor, to the best of any Reporting Pe

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information contained on the cover pages of this Statement is incorporated by reference. (a) In the aggregate, the Reporting Persons may be deemed to beneficially own, as of the date on the cover page to this Statement, an aggregate of 8,632,759 shares of Common Stock, including 5,321,444 shares of Common Stock and 3,311,315 shares of Common Stock that may be issued upon exercise of the Warrants. Percentage ownership is based on 10,747,847 shares of common stock outstanding as of April 9, 2024, as reported by the Issuer in its Proxy Statement for its 2024 annual meeting. Shares beneficially owned and percentage ownership also give effect to a 1-for-5 reverse stock split that became effective November 9, 2020. (b) Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to have shared voting, disposition and investment power with respect to the shares of Common Stock reported herein. (c) None of the Reporting Persons has effected any transaction involving the Common Stock in the 60 days prior to filing this Statement. (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. (e) Mr. Sousou ceased to be the beneficial owner of more than 5% of the Common Stock as of June 2, 2024 CUSIP No. 46620W 102 SCHEDULE 13D Page 13 of 14

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement. 99.2 Stockholders Agreement, dated as of March 14, 2017 (incorporated by reference from Exhibit 10.13 to the Issuer’s Annual Form 10-K, filed on April 28, 2017 (File No. 001-38026)). 99.3 Registration Rights Agreement, dated as of March 14, 2017 (incorporated by reference from Exhibit 10.2 to the Issuer’s Form 10-K, filed on April 28, 2017 (File No. 001-38026)). 99.4 Services Agreement, dated as of May 8, 2015, by and between Jill Acquisition LLC and TowerBrook Capital Partners L.P (incorporated by reference from Exhibit 10.8 to the Issuer’s Registration Statement on Form S-1, filed on February 10, 2017 (File No. 333-215993)). 99.5 Warrant Agreement, dated as of October 2, 2020, by and among J.Jill, Inc. and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 10.5 of the Issuer’s Current Report on Form 8-K filed on October 2, 2020 (File No. 001-38026)). CUSIP No. 46620W 102 SCHEDULE 13D Page 14 of 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 3, 2024 TOWERBROOK INVESTORS, LTD. By: /s/ Neal Moszkowski Name: Neal Moszkowski Title: Director TI IV JJIL HOLDINGS, LP By: /s/ Glenn Miller Name: Glenn Miller Title: Vice President TI IV JJ GP, LLC By: /s/ Glenn Miller Name: Glenn Miller Title: Vice President TOWERBROOK INVESTORS IV (ONSHORE), L.P. By: /s/ Glenn Miller Name: Glenn Miller Title: Attorney-in-Fact TOWERBROOK INVESTORS GP IV, L.P. By: /s/ Glenn Miller Name: Glenn Miller Title: Attorney-in-Fact Neal Moszkowski By: /s/ Neal Moszkowski Jonathan Bilzin By: /s/ Jonathan Bilzin Karim Saddi By: /s/ Karim Saddi Ramez Sousou By: /s/ Ramez Sousou