J. Crew is trying to move on with its debt restructuring, but it still has some resentful lenders to get out of its way.
To that end, the struggling retailer is pushing a New York state court to reject a lawsuit by minority term loan lenders Eaton Vance Management and Highland Capital Management, which hold a roughly 10 percent stake in J. Crew’s $1.56 billion debt load, looking to halt a recent debt exchange and essentially force the company into default.
The exchange was consented to by a wide majority of J. Crew’s lenders, mostly represented by administrative agent Wilmington Savings Fund Society, which agreed to settle its own December lawsuit over the retailer’s decision to backstop the move with intellectual property valued at about $250 million.
While Eaton and Highland view the move as a direct violation of the original term loan that leaves them with subordinated notes, or an investment that’s farther down the payback waiting line, J. Crew told the court on Monday that their action is a “baseless” and “last-ditch effort to enjoin consummation of crucial restructuring transactions” with little legal support.
“As minority lenders seeking to buck the will of an overwhelming majority under an agreement with a plain collective enforcement scheme, plaintiffs lack standing,” J. Crew said.
The company went on to note that “even if” Eaton and Highland had grounds for challenging the restructuring, they couldn’t act on them because Wilmington as agent for the term loan lenders already waived any and all available claims as part of the already-enacted term loan amendment.
“Because WSFS was acting in its capacity as agent under the term loan and because that agreement specifically permits WSFS to bind all lenders (including as to releases) WSFS’s release is binding on plaintiffs,” J. Crew added.
As for Eaton and Highland’s claims that J. Crew’s IP move should be deemed a fully reversible fraudulent conveyance — supported by allegations that trademarks and other IP assets were undervalued and that J. Crew is “insolvent” — the company said they are simply “conclusory.”
“Under no circumstance should these insufficient and conclusory claims force J. Crew into a lengthy and costly litigation and discovery,” the company said. “Indeed, unlike in cases in which courts have found sufficient allegations of intent to hinder, delay or defraud, plaintiffs fail to describe J. Crew’s alleged malfeasance in even ordinary detail.”
With that the retailer asked that Eaton and Highland’s suit be dismissed outright.
Counsel for the lenders could not be reached for comment.
Eaton and Highland launched their suit in June, making essentially the same arguments Wilmington put forward in its earlier litigation while adding arguments against moving forward with a debt restructuring that wasn’t approved by 100 percent of lenders.
Should the lenders succeed in their effort to block the deal, J. Crew and its new chief executive officer James Brett would likely be in for a chaotic time.
J. Crew already has plans to close at least 20 stores after cutting 150 workers and forgoing 100 open positions, and longtime and now former ceo Millard “Mickey” Drexler said the company’s first quarter loss of $123 million was disappointing.
The company is set to reveal its second-quarter results at the end of this month.
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