Whitehall Jewel (NYSE:JWL)
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From Jun 2019 to Jun 2024
Whitehall Jewellers, Inc. (NYSE:JWL)(the "Company")
announced that the Company received a proposal today from Newcastle
Partners, L.P. ("Newcastle"). The proposal, which is subject to a
number of conditions and definitive documentation, expresses
Newcastle's willingness to offer $1.10 per share in cash by merger or
otherwise and cash out warrants and in-the-money options based on that
price. Under the proposal, Newcastle would pay off the Company's
recent bridge loan. Newcastle expects to obtain a commitment to
replace the Company's senior credit facility or obtain consents from
the Company's senior lenders. A copy of the proposal letter is
contained in an amendment to Newcastle's Schedule 13D filed
electronically with the Securities and Exchange today.
On October 4, 2005, the Company announced its entry into
agreements with funds managed by Prentice Capital Management, L.P. and
Holtzman Opportunity Fund, L.P. (collectively, "Prentice"; the
"Prentice Agreements"). Under the Prentice Agreements, the Company has
the right, subject to certain conditions, to consider alternative
proposals. The Board of Directors has not made a determination as to
what action, if any, it may take with respect to the Newcastle
proposal.
Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 387 stores in 38 states. The Company operates
stores in regional and super regional shopping malls under the names
Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros. Jewelers.
Safe Harbor Statement
This release contains certain forward-looking statements (as such
term is defined in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934) and information
relating to the Company that are based on the current beliefs of
management of the Company as well as assumptions made by and
information currently available to management including statements
related to the markets for our products, general trends and trends in
our operations or financial results, plans, expectations, estimates
and beliefs. In addition, when used in this release, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan,"
"predict," "opinion" and similar expressions and their variants, as
they relate to the Company or our management, may identify
forward-looking statements. Such statements reflect our judgment as of
the date of this release with respect to future events, the outcome of
which is subject to certain risks, including the factors described
below, which may have a significant impact on our business, operating
results or financial condition. Investors are cautioned that these
forward-looking statements are inherently uncertain. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein. The Company undertakes no
obligation to update forward-looking statements. The following
factors, among others, may impact forward-looking statements contained
in this release: (1) our ability to execute our business strategy and
our continued net losses and declines in comparable store sales; (2)
our ability to manage our liquidity and to obtain adequate financing
on acceptable terms and the effect on us if an event of default were
to occur under any of the Company's financing arrangements; (3) a
change in economic conditions or the financial markets which
negatively impacts the retail sales environment and reduces
discretionary spending on goods such as jewelry; (4) reduced levels of
mall traffic caused by economic or other factors; (5) increased
competition from specialty jewelry retail stores, the Internet and
mass merchant discount stores which may adversely impact our sales and
gross margin; (6) the high degree of fourth quarter seasonality of our
business and the impact on the Company's sales, profitability and
liquidity; (7) the extent and success of our merchandising, marketing
and/or promotional programs; (8) personnel costs and the extent to
which we are able to retain and attract key personnel and disruptions
caused by the loss of key personnel; (9) the availability, terms and
cost of consumer credit; (10) relationships with suppliers including
the timely delivery to the Company of appropriate merchandise on
acceptable payment, delivery and other terms; (11) our ability to
maintain adequate information systems capacity and infrastructure;
(12) our leverage and cost of funds and changes in interest rates that
may increase financing costs; (13) developments relating to the
Securities Purchase Agreement, Notes, Warrants and Registration Rights
Agreement with Prentice, including the impact of any adverse
developments with respect to such agreements, that may require the
Company to seek new financing, for which there can be no assurance of
availability on acceptable terms or at all; (14) our ability to
maintain adequate loss prevention measures; (15) fluctuations in raw
material prices, including diamond, gem and gold prices; (16) the
impact of current or future price reductions on margins and resultant
valuation allowances taken on certain merchandise inventory identified
from time to time as items which would not be part of the Company's
future merchandise presentation as well as alternative methods of
disposition of this merchandise inventory and resulting valuation
allowances taken; (17) developments relating to settlement of the
consolidated Capital Factors actions, the non-prosecution agreement
entered into with the United States Attorney's Office, the SEC
investigation, and shareholder and other civil litigation, including
the impact of such developments on our results of operations and
financial condition and relationship with our lenders or with our
vendors; (18) regulation affecting the industry generally, including
regulation of marketing practices; and (19) the risk factors
identified from time to time in our filings with the SEC.
For Investor Relations info: investorrelations@whji.com
Internet Website: www.whitehalljewellers.com