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Jones Group commences 6.875% senior notes exchange offer

March 25, 2014 (United States Of America)

Jasper Merger Sub, Inc. announced the commencement of an offer to eligible holders to exchange any and all of the outstanding 6.875% Senior Notes due 2019 (the "Old Notes") of The Jones Group Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG Footwear, Accessories and Retail Corporation (the "Original Issuers") for a new series of 8.250% Senior Notes due 2019 (the "New Notes") to be issued by Nine West Holdings, Inc., as described below (the "Exchange Offer").  
 
The Exchange Offer is being made in connection with the proposed acquisition (the "merger") of The Jones Group Inc. by entities affiliated with Sycamore Partners, L.P.  Nine West Holdings will be the surviving corporation and obligor on the New Notes following a reorganization that will occur concurrently with the merger.
 
The Exchange Offer is being conducted upon the terms and subject to the conditions set forth in the offering memorandum and related letter of transmittal, each dated March 24, 2014 (the "Offering Documents"). 
 
The New Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws.  The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.   
 
The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to holders of the Old Notes that have certified to Merger Sub in an eligibility letter as to certain matters, including their status as either (1) a "qualified institutional buyer" under Rule 144A under the Securities Act or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act (each, an "Eligible Holder").

The Jones Group
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