Sec Form 13D Filing - TowerBrook Investors Ltd. filing for J.Jill Inc. (JILL) - 2020-10-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).

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1	NAME OF REPORTING PERSON   TowerBrook Investors, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   45,207,772 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   45,207,772 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,207,772 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Common Stock: 70.4% (1) (2)
14	TYPE OF REPORTING PERSON   PN

1	NAME OF REPORTING PERSON   TI IV JJill Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   45,207,772 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   45,207,772 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,207,772 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Common Stock: 70.4% (1) (2)
14	TYPE OF REPORTING PERSON   PN

1	NAME OF REPORTING PERSON   TI IV JJ GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   45,207,772 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   45,207,772 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,207,772 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Common Stock: 70.4% (1) (2)
14	TYPE OF REPORTING PERSON   OO

1	NAME OF REPORTING PERSON   TowerBrook Investors IV (Onshore), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   45,207,772 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   45,207,772 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,207,772 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Common Stock: 70.4% (1) (2)

14

TYPE OF REPORTING PERSON   PN

(1)

Consists of 26,607,227 shares of Common Stock and 16,120,473 shares of Common Stock issuable upon exercise of warrants.

(2)

The percentage reported in this Statement is based upon (i) 44,819,549 shares of common stock outstanding as of September 10, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended August 1, 2020 filed with the SEC on September 10, 2020 and (ii) an additional 3,283,584 shares of Common Stock issued by the Issuer on September 30, 2020, as reported in the Current Report on Form 8-K filed with the SEC on October 2, 2020 and (iii) 16,120,473 shares of common stock that are issuable upon exercise of warrants.

1	NAME OF REPORTING PERSON   Ramez Sousou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   45,207,772 (1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   45,207,772 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   45,207,772 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Common Stock: 70.4% (1) (2)
14	TYPE OF REPORTING PERSON   IN

Item 1.            Security and Issuer.

This statement on Schedule 13D (the “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of J.Jill, Inc., a Delaware corporation whose principal executive office is located at 4 Batterymarch Park, Quincy, MA 02169.

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; and

(vi)  Ramez Sousou.

The principal business office for each of the Reporting Persons is:

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower, 65 East 55th Street

New York, New York 10022

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”). Neal Moszkowski and Ramez Sousou are the directors and joint controlling shareholders of TowerBrook Investors. Their 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 Person’s knowledge, any director, executive officer or controlling person of any Reporting Person, has, during the last five years, been (a) convicted of a criminal violation (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

The information set forth in Item 6 of this Statement regarding the acquisition of the Warrants is hereby incorporated by reference in this Item 3.

Item 4.  Purpose of Transaction.

The information set forth in Item 6 of this Statement is hereby incorporated by reference in this Item 4.

Each Reporting Person intends to hold for investment purposes such securities reported as beneficially owned herein. Except as disclosed in this Item 4, none of the Reporting Persons, nor, to the best of any Reporting Person’s knowledge, any director, executive officer or controlling person of any Reporting Person, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of this Statement.

Each Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of this Statement. Notwithstanding anything contained herein, each Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; developments with respect to the business of such Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market.

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 42,727,700 shares of Common Stock, including 16,120,473 shares of Common Stock that may be issued upon exercise 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 16,120,473 shares of Common Stock issuable upon the exercise of the Warrants.

(c)          Other than the with respect to the issuance of the Warrants reported herein, 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)          Not applicable.

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

Stockholders Agreement

In connection with the Issuer’s initial public offering (the “IPO”), on March 14, 2017 the Issuer entered into a Stockholders Agreement with TI IV, which, as further described below, contains certain rights for TI IV.

For so long as TI IV beneficially owns at least 50% of the Issuer’s Common Stock, TI IV will have prior approval rights over the following transactions:

The effect of the Stockholders Agreement will be that TI IV may maintain control over the Issuer’s significant corporate transactions even if it holds less than a majority of the Issuer’s Common Stock.

The Stockholders Agreement also provides TI IV with certain rights with respect to the designation of directors to serve on the Issuer’s Board of Directors. As set forth in the Stockholder’s Agreement, for so long as TI IV beneficially owns at least 50% of the Issuer’s common stock, it is entitled to designate for nomination a majority of the Issuer’s Board of Directors. When TI IV beneficially owns less than 50% of the Issuer’s Common Stock but owns at least 10% of the Issuer’s Common Stock, TI IV is entitled to designate for nomination a number of directors in proportion to its ownership of the Issuer’s Common Stock, rounded up to the nearest whole person. When TI IV owns less than 10% of the Issuer’s Common Stock but owns at least 5% of the Issuer’s Common Stock, TI IV is entitled to designate for nomination the greater of (i) a number of directors in proportion to its ownership of the Issuer’s Common Stock, rounded up to the nearest whole person, and (ii) one director.

The foregoing description of the Stockholder’s Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholder’s Agreement, a copy of which is incorporated by reference from Exhibit 10.13 to the Issuer’s Annual Report on Form 10-K, filed on April 28, 2017.

Registration Rights Agreement

In connection with the Issuer’s IPO, the Issuer entered into a registration rights agreement on March 14, 2017 that provides TI IV an unlimited number of “demand” registrations and customary “piggyback” registration rights, and provides certain members of the Issuer’s management with customary “piggyback” registration rights. The registration rights agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act of 1933, as amended.

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The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholder’s Agreement, a copy of which is incorporated by reference from Exhibit 10.2 to the Issuer’s Form 10-K, filed on April 28, 2017.

Services Agreement

The Issuer is party to a services agreement with TowerBrook, pursuant to which TowerBrook has performed and will perform management support advisory services, planning and finance services for us. Under the services agreement, the Issuer agreed to pay and reimburse reasonable out of pocket expenses to TowerBrook for conducting these advisory services.

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is incorporated by reference from Exhibit 10.8 to the Issuer’s Registration Statement on Form S-1, filed on February 10, 2017.

Warrant Agreement

In connection with a financial restructuring transaction, the Issuer entered into a Warrant Agreement with American Stock Transfer & Trust Company, LLC (the “Warrant Agreement”), pursuant to which the Issuer issued an aggregate of 16,120,473 warrants, subject to anti-dilution adjustment in the evert of certain corporate events of the Issuer as set forth in the Warrant Agreement (the “Warrants”) to TI IV JJill Holdings, LP. Each Warrant entitles holders thereof to purchase one share of Common Stock at an exercise price of $0.01 per share. The Warrants are exercisable until October 2, 2025.

The foregoing description of the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Agreement, a copy of which is incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 2, 2020.

Item 7.  Material to Be Filed as Exhibits.

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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:  October 13, 2020