8-K
filed May 1, 2024, 7:59 PM ET
CIK 0001834585
other material
confidence high
sentiment positive
materiality 1.00
JOANN emerges from Chapter 11; cancels old equity, issues new shares, goes private
JOANN Inc.
- Effective April 30, 2024, JOANN emerged from Chapter 11; all prior common stock cancelled without any distribution.
- Funded debt reduced by half; new $153M exit term loan facility (SOFR + 9.50%, matures 2028) and amended ABL facility (matures 2027).
- 100,000,003 new common shares issued to new equityholders; company will terminate SEC reporting and remain private.
- Board reconstituted: 6 directors resigned, replaced by Darrell Horn, Bill Wall, and James Kim.
- No store closures or layoffs occurred; more than 800 stores and 18,000 employees continue.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bill Wall was appointed as Director at JOANN Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lily Chang resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Kim was appointed as Director at JOANN Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darrell Horn was appointed as Director at JOANN Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marybeth Hays resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Coleman resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anne Mehlman resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darrell Webb resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pamela Corrie resigned as Director at JOANN Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
(1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
JOANN Inc.: Adopted Amended and Restated Certificate of Incorporation upon effectiveness of plan of reorganization.
- Change
- charter amendment
Exact text from the filing
Upon the effectiveness of the Plan on the Effective Date, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
JOANN Inc.: Adopted Amended and Restated Bylaws upon effectiveness of plan of reorganization.
- Change
- bylaw amendment
Exact text from the filing
Upon the effectiveness of the Plan on the Effective Date, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
JOANN Inc. entered into Second Amended and Restated Credit Agreement (Exit ABL Credit Agreement) with Company Parties valued at amends and restates Existing ABL/FILO Facilities, extends maturity to June 22, 2027 (effective 2024-05-01).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Company Parties
- Value
- amends and restates Existing ABL/FILO Facilities, extends maturity to June 22, 2027
- Effective
- 2024-05-01
Exact text from the filing
On the Effective Date, in connection with the Exit Term Loan Credit Agreement, and pursuant to the terms of the Plan, the Company Parties also entered into a Second Amended and Restated Credit Agreement (the “Exit ABL Credit Agreement”), which amended and restated the Company’s existing Amended and Restated Credit Agreement, dated as of October 21, 2016, relating to the Company’s existing senior secured asset-based revolving credit facility and existing senior secured asset-based first-in last-out credit facility (the “Existing ABL/FILO Facilities” and as amended and restated by the Exit ABL Credit Agreement, the “Exit ABL/FILO Facilities”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
JOANN Inc. entered into Exit Term Loan Credit Agreement with DIP Lenders valued at approximately $153.7 million aggregate principal amount (effective 2024-05-01).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- DIP Lenders
- Value
- approximately $153.7 million aggregate principal amount
- Effective
- 2024-05-01
Exact text from the filing
New Exit Term Loan Credit Agreement On the Effective Date, the Company Parties entered into an exit term loan credit agreement (the “Exit Term Loan Credit Agreement”) with the lenders under the DIP Facility (the “DIP Lenders”), providing for approximately $153.7 million aggregate principal amount of exit term loans comprised of converted DIP Term Loans in the same aggregate principal amount (plus accrued interest and fees payable in kind, if any) based on amounts outstanding under the DIP Facility on the Effective Date (the “Exit Term Loans”).
View on SEC.gov
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