TowerBrook Investors Adjusts J.Jill Stake

TL;DR

TowerBrook updated their J.Jill filing, likely adjusting their stake. Keep an eye on this one.

AI Summary

TowerBrook Investors, Ltd. and its affiliates, including Jonathan Bilzin, Karim Saddi, and Neal Moszkowski, have amended their Schedule 13D filing regarding J.Jill, Inc. as of June 18, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. The group previously held a significant stake and this amendment suggests ongoing activity or adjustments to their investment in the women's apparel retailer.

Why It Matters

This filing signals potential shifts in major shareholder influence or strategy for J.Jill, Inc., which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors like TowerBrook can indicate strategic shifts or potential future actions that may affect the company's stock price.

Key Players & Entities

• TowerBrook Investors, Ltd. (company) — Filing entity
• J.Jill, Inc. (company) — Subject company
• Jonathan Bilzin (person) — Group member
• Karim Saddi (person) — Group member
• Neal Moszkowski (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
• $31.00 — mon Stock at a public offering price of $31.00 per share (the “Offering”),

Filing Documents

• eh240496838_13da2-tb.htm (SC 13D/A) — 146KB
• eh240496838_ex9901.htm (EX-99.1) — 17KB
• 0000950142-24-001648.txt ( ) — 165KB

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended and supplemented by adding the following

Item 4 is hereby amended and supplemented by adding the following: On June 14, 2024, TI IV JJill Holdings, LP (“TI IV”) sold 1,300,000 shares of Common Stock at a public offering price of $31.00 per share (the “Offering”), pursuant to that certain Underwriting Agreement by and among the Issuer, TI IV and Jefferies LLC, William Blair & Company, L.L.C. and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”). The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.2, which is incorporated by reference herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby restated as follows

Item 5 is hereby restated as follows: 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 7,339,887 shares of Common Stock, including 4,021,444 shares of Common Stock and 3,318,443 shares of Common Stock that may be issued upon exercise of the Warrants. Percentage ownership is based on (i) 11,747,748 shares of Common Stock outstanding as of June 3, 2024 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended May 4, 2024 filed with the SEC on June 7, 2024 and (ii) an additional 1,000,000 shares of Common Stock issued by the Issuer on, as reported in the Current Report on Form 8-K filed with the SEC on June 14, 2024 and (iii) 3,318,443 shares of Common Stock that are issuable upon exercise of warrants held by the Reporting Persons. Shares beneficially owned and percentage ownership also give effect to a 1-for-5 reverse stock split that became effective November 9, 2020 and anti-dilution adjustments to the number of shares that may be issued up exercise of the Warrants in accordance with the terms of the Warrants. (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) Other than the Offering, 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.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended and supplemented by adding the following

Item 6 is hereby amended and supplemented by adding the following: Lock-up Agreement In connection with the Offering, TI IV entered into a customary “lock-up” agreement with the underwriters, dated June 11, 2024 (the “Lock-up Agreement”), pursuant to which TI IV generally agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 60 days after the date of the Underwriting Agreement, without prior consent from the representatives. The foregoing description of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Lock-up Agreement, attached as Exhibit A to the Underwriting Agreement, which is attached as Exhibit 99.2, and is incorporated by reference herein. CUSIP No. 46620W 102 SCHEDULE 13D Page 12 of 13

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement. 99.2 Underwriting Agreement, dated as of June 12, 2024 (incorporated by reference from Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed on June 14, 2024 (File No. 001-38026)). CUSIP No. 46620W 102 SCHEDULE 13D Page 13 of 13 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 18, 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