v3.26.1
Debt
 3 Months Ended
May 02, 2026
Debt Disclosure [Abstract]  
Debt

5. Debt

The components of the Company’s outstanding long-term debt as of May 2, 2026 and January 31, 2026 were as follows (in thousands):

 

 

May 2, 2026

 

 

 

Outstanding Principal Balance

 

 

Original Issue Discount

 

 

Capitalized Fees & Expenses

 

 

Balance Sheet

 

Term loan due 2030

 

$

74,531

 

 

$

(696

)

 

$

(922

)

 

$

72,913

 

Less: Current portion

 

 

(1,594

)

 

 

—

 

 

 

—

 

 

 

(1,594

)

Net long-term debt

 

$

72,937

 

 

$

(696

)

 

$

(922

)

 

$

71,319

 

 

 

 

January 31, 2026

 

 

 

Outstanding Principal Balance

 

 

Original Issue Discount

 

 

Capitalized Fees & Expenses

 

 

Balance Sheet

 

Term loan due 2030

 

$

75,000

 

 

$

(727

)

 

$

(963

)

 

$

73,310

 

Less: Current portion

 

 

(1,875

)

 

 

—

 

 

 

—

 

 

 

(1,875

)

Net long-term debt

 

$

73,125

 

 

$

(727

)

 

$

(963

)

 

$

71,435

 

 

Term Loan Credit Agreement

On December 12, 2025, the Company and Jill Acquisition LLC (the “Borrower”) entered into a new Term Loan Credit Agreement (the “2025 Term Loan Credit Agreement”), with the lenders party thereto from time to time and CCP Agency, LLC, as administrative agent and as collateral agent. The 2025 Term Loan Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of $75.0 million with a maturity date of December 12, 2030 (the “2025 Term Loan Facility”). As of May 2, 2026, the outstanding principal balance under the 2025 Term Loan Credit Agreement was $74.5 million.

The proceeds from the 2025 Term Loan Facility were used to pay off in full all outstanding principal balance under the Term Loan Credit Agreement dated as of April 5, 2023 (the “2023 Term Loan Credit Agreement”). All security interests and liens granted in connection with the 2023 Term Loan Credit Agreement were released.

A portion of the transaction was accounted for as a debt modification. As a result, approximately $1.0 million of deferred costs will continue to be deferred and amortized using the effective interest method through December 12, 2030, the maturity date of the 2025 Term Loan Credit Agreement. These fees are presented as a direct reduction from the carrying amount of long-term debt on the condensed consolidated balance sheets.

Loans under the 2025 Term Loan Credit Agreement bear an upfront fee of 1.00% and interest at the Borrower’s election at (1) the Base Rate (as defined in the 2025 Term Loan Credit Agreement) plus 4.50% through August 1, 2026 and 4.25% thereafter or (2) Term SOFR (as defined in the 2025 Term Loan Credit Agreement) plus 5.50% through August 1, 2026 and 5.25% thereafter, subject to a floor rate of 1.00%.

The 2025 Term Loan Facility is to be repaid in quarterly payments of approximately $0.5 million on the last business day of each fiscal quarter of the borrower, commencing with the fiscal quarter ended May 2, 2026, until January 30, 2027 and of approximately $0.2 million commencing on the fiscal quarter ending May 1, 2027 and each fiscal quarter thereafter, with the remaining aggregate principal amount of Initial Term Loans (as defined in the 2025 Term Loan Credit Agreement) then outstanding to be paid on maturity on December 12, 2030. Additionally, the 2025 Term Loan Facility is subject to mandatory repayment, subject to certain exceptions, including (i) 100% of the net proceeds of any issuance or incurrence of indebtedness other than debt permitted in the 2025 Term Loan Credit Agreement, (ii) 100% of the net cash proceeds of certain asset sales/insurance proceeds, subject to reinvestment rights and certain other exceptions, and (iii) an annual payment ranging from 25%-75%, based on the First Lien Net Leverage Ratio, of the annual Excess Cash Flow, less certain voluntary prepayments made during the year, as defined in the 2025 Term Loan Credit Agreement.

The 2025 Term Loan Facility may be voluntarily prepaid after the one-year anniversary without premium or penalty but on or prior to the one-year anniversary, subject to a premium of 1.0% of the aggregate principal amount being prepaid.

The obligations under the 2025 Term Loan Credit Agreement were guaranteed by the Company and J.Jill Gift Card Solutions,

Inc., and were secured by substantially all of the real and personal property of the Borrower and the guarantors, subject to customary exceptions. The agreement included customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default.

During Fiscal Year 2025, in conjunction with entering into the 2025 Term Loan Credit Agreement, the Company incurred $0.3 million of third-party fees which were expensed as incurred.

As of May 2, 2026, the Company was in compliance with all covenants contained in its outstanding debt arrangements.

Asset-Based Revolving Credit Agreement

The Company is party to a secured $40.0 million asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”), as amended, with a maturity date of May 10, 2028 (or 180 days prior to the maturity date of the Company’s 2025 Term Loan Credit Agreement if the maturity date of such 2025 Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement).

The Company had no short-term borrowings under the Company’s ABL Facility as of May 2, 2026 and January 31, 2026. The Company’s available borrowing capacity under the ABL Facility as of May 2, 2026 and January 31, 2026 was $35.7 million. During the thirteen weeks ended May 2, 2026 and May 3, 2025, no amount was drawn or outstanding under the ABL Facility.

As of May 2, 2026 and January 31, 2026, there were outstanding letters of credit of $4.3 million, which reduced the availability under the ABL Facility. As of May 2, 2026, the maximum commitment for letters of credit was $15.0 million.

As of May 2, 2026, the Company was in compliance with all financial covenants in effect.