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JCrew offers Senior Subordinated Notes

Oct '05
Fashion retailer J.Crew Group commenced a cash tender offer for any and all of its outstanding $275 million principal amount of 9-3/4 percent Senior Subordinated Notes due 2014 (CUSIP No. 46612GAC1) (the "Notes") and is soliciting consents to proposed amendments to the Indenture pursuant to which the Notes were issued. The tender offer and the consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated October 3, 2005 (the "Offer to Purchase") which more fully sets forth their terms.

The proposed amendments to the Indenture would eliminate or modify substantially all of the affirmative and negative covenants, the provision obligating the Company to make an offer to repurchase the Notes in the event of a change in control of the company, the security and collateral provisions, and certain events of default contained in the Indenture, would subordinate the Company's obligations under the Notes to the Company's obligations under a new senior secured term loan to be entered into by the Company (the "Loan Facility") and would provide for the amendment and termination of the security agreement related to the Notes.

The tender offer and consent solicitation are scheduled to expire at 9:00 am, New York City time, on November 1, 2005, unless extended (the "Expiration Time"). The consent payment deadline is 5:00 pm, New York City time on October 14, 2005, unless extended (the "Consent Payment Deadline").

If the tender offer and consent solicitation are consummated, holders of Notes who tender their Notes after the Consent Payment Deadline but prior to the Expiration Time, will receive $1,010 per $1,000 principal amount of the Notes validly tendered (the "Tender Consideration"). The Total Consideration is the sum of the Tender Consideration and a consent payment of $5.07.

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