Elizabeth Arden gets consents from 11¾% noteholders; extends period for consent payment

New York, Jan. 9 - Elizabeth Arden, Inc. (B1/B+) said that it received tenders and related consents to proposed indenture changes from the holders of more than 85% of its outstanding 11¾% senior secured notes due 2011 under its previously announced tender offer and consent solicitation.

The company said the respone satisfied its condition that tenders and consents for at least 85% of the notes be received by the now-passed consent deadline of midnight ET on Jan. 7.

Following receipt of the consents, Elizabeth Arden executed a supplemental indenture with HSBC Bank USA, trustee for the notes, incorporating the changes. The supplemental indenture taking effect is conditioned upon the payment of the tender offer price and related consent payment to those noteholders who tendered by the consent deadline.

Although the consent deadline officially expired as scheduled on Jan. 7 without extension, the company said that it has agreed to pay the additional $20 per $1,000 principal amount to any noteholders tendering by 5 p.m. ET on Jan. 12.

The underlying tender offer meanwhile continues, and is scheduled to expire on Jan. 22, subject to possible extension.

As previously announced, Elizabeth Arden, a Miami Lakes, Fla.-based maker of cosmetics and fragrances, said on Dec. 24 that it had begun a cash tender offer for all of its $104 million of outstanding 11¾% notes, and was also soliciting consents to proposed indenture changes that would eliminate substantially all of the restrictive covenants, release all of the collateral securing the notes and eliminate certain default provisions.

The company set a now-passed consent deadline of midnight ET on Jan. 7, and said that the tender offer would expire at midnight ET on Jan. 22, subject to possible extension.

Elizabeth Arden said it would pay $1,200 per $1,000 principal amount of notes tendered and accepted for purchase, including a $20 per $1,000 consent fee to holders tendering by the consent deadline and thus consenting to the proposed indenture changes.

It said that holders tendering their notes after the consent deadline would receive $1,180 per $1,000 principal amount but not the consent payment.

The company said holders could withdraw their tenders and revoke their consents at any time before the consent deadline, but not afterwards. It said holders wishing to tender their notes would have to also consent to the indenture changes, and could not deliver consents to the indenture changes without also tendering their notes.

Elizabeth Arden also announced on Dec. 24 that it had called for the redemption on Jan. 23 of the $20 million of $155 million of outstanding 10 3/8% notes.

It said that while it planned to fund the redemption of the 10 3/8% notes from the proceeds of the new debt sale, the redemption of the 10 3/8% notes, unlike the tender offer, would not be conditioned on the new debt sale being completed as the tender offer is; the redemption will be funded with the company's revolving credit facility should the tender offer and the sale of the new notes not be consummated.

Questions about the offer may be directed to Marcey Becker, senior vice-president, finance, at (203) 462-5809.

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