Regulation FD Disclosure.
As previously reported, on June 8, 2020, J. C. Penney
Corporation, Inc. (“JCP”), as borrower, and J. C. Penney Company,
Inc. (the “Company”) and certain of its subsidiaries, as
guarantors, entered into a Superpriority Senior Secured
Debtor-In-Possession Credit and
Guaranty Agreement (the “DIP Credit Agreement”) with the financial
institutions identified therein as lenders (the “Lenders”), GLAS
USA LLC, as administrative agent (the “Administrative Agent”), and
GLAS Americas LLC, as collateral agent. Pursuant to the DIP Credit
Agreement, the Company and JCP are required to deliver to the
Administrative Agent for distribution to each Lender, among other
things, the Company’s consolidated monthly financial statements and
certain other financial information as specified therein (the
“Monthly Information”). Certain portions of the Monthly Information
as of and for the month ended October 3, 2020 (the “September
2020 Monthly Information”) is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The Company cautions investors and potential investors not to rely
upon the September 2020 Monthly Information, as it was not prepared
for the purpose of providing any basis for an investment decision
relating to any of the securities of the Company. The September
2020 Monthly Information does not include certain quarterly
adjustments and other important explanatory notes, has not been
audited or reviewed by any independent public accounting firm, and
may be subject to future reconciliation or adjustments, including
adjustments related to the Company’s bankruptcy filing. In
addition, the September 2020 Monthly Information is limited in
scope and covers a limited time period, and accordingly, should not
be viewed as indicative of future results.
The information disclosed in this Item 7.01 is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such a filing.
Financial Statements and Exhibits.