Jones Apparel Group, Inc. and Certain of its Affiliates in Tender Offer and Consent Solicitation

Cleary Gottlieb represented Citigroup Global Markets Inc., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC as dealer managers in a cash tender offer and as consent solicitation agents in a concurrent consent solicitation by Jones Apparel Group, Inc. and certain of its affiliates (together, “Jones”). The tender offer to purchase Jones’ 4.250% Senior Notes due 2009 (the “2009 Notes”) launched on April 1 and expired on May 13. Jones received tenders with respect to $242,518,000 principal amount of the 2009 Notes, or approximately 97% of the aggregate principal amount outstanding. The tender offer settled on May 13.

The concurrent consent solicitation concerned the 2009 Notes along with Jones’ 5.125% Senior Notes due 2014 (the “2014 Notes”) and its 6.125% Senior Notes due 2034 (together with the 2009 Notes and the 2014 Notes, the “Notes”). The consent solicitation launched on April 1 and expired on April 15. Jones received consents representing $643,688,000 principal amount of the Notes, representing approximately 86% of the aggregate principal amount outstanding. The purpose of the amendment was to amend restrictive covenants in the Indenture to allow for additional senior secured financing. The consent solicitation settled on May 13.

Jones Apparel Group, Inc. is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories. Its national recognized brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Bandolino, Easy Spirit, Evan-Picone, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon and Le Suit. Jones Apparel Group, Inc. is based in New York and has shares listed on the New York Stock Exchange.