Joe’s Jeans Inc. has yet to come to terms with its two major lenders on last year’s default on its term loan and revolving credit facility, but it has gained some time to put its tangled affairs in order, albeit at a price.
In a filing with the Securities and Exchange Commission, the company said it had reached forbearance agreements with Garrison Loan Agency, holder of the term loan, and CIT Commercial Services, which issued the revolver, extending the period to resolve the default until Oct. 15, with a one-month extension if no further default events were to occur.
The lenders will receive compensation for their patience. CIT would receive from Joe’s $450,000 in forbearance fees on Oct. 15 and Garrison a payment of 1.35 percent of the balance on the term loan on the same date. If extended to Nov. 15, CIT would receive an additional $125,000 and Garrison a payment of 0.25 percent of the term loan balance.
The extension date corresponds with what would be the one-year anniversary of Joe’s initial default on its arrangement with Garrison, brought on by Joe’s failure to remain in compliance with the covenants for earnings before interest, taxes, depreciation and amortization during the 12 months ended Sept. 30. The Garrison default automatically trigger a default on the revolver with CIT.
In a regulatory filing, Joe’s acknowledged that failure to renegotiate and alter its finances puts it at risk of insolvency or bankruptcy.
Garrison’s $60 million loan helped Joe’s finance its $97.6 million acquisition of Hudson Jeans in October 2013 and the default has made an already complex negotiating process even more so.
Payments on convertible notes issued by Joe’s to Peter Kim, chief executive officer of Hudson Jeans, were suspended upon the default event. In February, Kim resigned from Joe’s board and retained B. Riley & Co. as his financial adviser and Sullivan & Cromwell LLP as legal counsel as he began to explore his options in the messy conflict that followed the default.
About $23 million in convertible notes were issued to Kim, Reebok founder Paul Fireman’s Fireman Capital Partners and other former Hudson stockholders. About two-thirds of the notes, convertible into about 10 percent of Joe’s common shares, are held by Kim.
Kim had asked Joe’s board to permit B. Riley access to information about Joe’s “under appropriate confidentiality agreements,” but that request was denied, according to B. Riley, which added there “can be no assurance that Mr. Kim will make any proposals with respect to the company.”
Joe’s retained Carl Marks Advisory Group to help it navigate the crisis, putting partner Evan Tomaskovic in charge of leading the restructuring effort.
Although Kim has consistently declined to comment on his plans or aspirations for Hudson, sources familiar with the situation in Los Angeles, where the two firms are based, say he has explored the possibility of reacquiring the company from Joe’s as well as participating in a recapitalization of the combined Joe’s-Hudson entity.
Predictably, the ongoing crisis has devastated Joe’s stock. Shares fell to 75 cents from 95 cents upon disclosure of the default last year and continued to slide before falling to a 52-week low of 8 cents in March. Shares have approached and even exceeded 20 cents since then and on Friday closed up 2.7 percent at 21 cents.
Hamish Sandhu, chief financial officer of Joe’s, didn’t return calls seeking comment on the forbearance arrangements.