--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-125839" form_type: "8-K" ticker: null cik: "0001834585" company_name: "JOANN Inc." filed_at: "2024-05-01T23:59:59+00:00" generated_at: "2026-06-03T03:12:59.096223+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # JOANN emerges from Chapter 11; cancels old equity, issues new shares, goes private ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-125839 - form_type: 8-K - cik: 0001834585 - company_name: JOANN Inc. - filed_at: 2024-05-01T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/d807583d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-125839 - JSON: https://secwatch.observer/filing/0001193125-24-125839.json - Plain text: https://secwatch.observer/filing/0001193125-24-125839.txt ## Key facts - Executive change Bill Wall was appointed as Director at JOANN Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Lily Chang resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change James Kim was appointed as Director at JOANN Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Darrell Horn was appointed as Director at JOANN Inc.. - Action: appointed - Role: Director source text: the following individuals were appointed directors of JOANN: (1) Darrell Horn; (2) Bill Wall; and (3) James Kim. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Marybeth Hays resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Brian Coleman resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Anne Mehlman resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Darrell Webb resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Executive change Pamela Corrie resigned as Director at JOANN Inc.. - Action: resigned - Role: Director source text: (1) Anne Mehlman; (2) Darrell Webb; (3) Lily Chang; (4) Marybeth Hays; (5) Brian Coleman; and (6) Pamela Corrie. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Governance Changes JOANN Inc.: Adopted Amended and Restated Certificate of Incorporation upon effectiveness of plan of reorganization. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Governance Changes JOANN Inc.: Adopted Amended and Restated Bylaws upon effectiveness of plan of reorganization. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1834585/000119312524125839/0001193125-24-125839-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.