Phillips-Van Heusen repurchases most 9½% notes, calls remainder

New York, Feb. 18 - Phillips-Van Heusen Corp. (B1/BB-) said it had repurchased some 90% of its outstanding 9½% senior subordinated notes due 2008 under its previously announced tender offer and related consent solicitation. The notes had been tendered by the now-expired consent deadline of 5 p.m. ET on Feb. 9.

The company said it had repurchased the notes and made the requisite consent payments, using a portion of the net proceeds from its recent sale of $150 million of new 7¼% senior notes due 2011, which priced on Feb. 12. Phillips-Van Heusen separately announced on Wednesday that it had officially closed that note sale.

With the repurchase of the notes, the supplemental indenture incorporating the desired indenture amendments - which were approved by the noteholders by the consent deadline - officially took effect.

Phillips-Van Heusen also said that it has called for redemption all of the 9½% notes that remain outstanding. The redemption will take place on Feb. 24 at a redemption price of 104.750%, plus accrued and unpaid interest to the redemption date. The company will use cash on hand and the balance of the net proceeds from the 7¼% notes offering to finance the redemption.

As previously announced, Phillips-Van Heusen, a New York-based apparel company which makes and sells shirts under its own and licensed brands, said on Jan. 9 that it had begun a tender offer and consent solicitation for all its $150 million outstanding 9½% notes.

The company set a consent deadline of 5 p.m. ET on Feb. 9 and said the tender offer would expire at midnight ET on Feb. 26, with both deadlines subject to possible extension.

Phillips-Van Heusen said it would pay $1,048.75 per $1,000 principal amount of notes validly tendered by the consent deadline. That total would include a $30 per $1,000 principal amount consent payment.

The company said holders tendering their notes after the consent deadline but before the offer expiration would receive $1,018.75 per $1,000 principal amount.

All tendering holders would receive accrued and unpaid interest up to, but not including, the date of payment.

Phillips-Van Heusen said the indenture amendments for which it was seeking noteholder consent would, among other things, eliminate most of the indenture's restrictive covenants and amend certain other provisions. It said that that adoption of the proposed amendments would require the consent of the holders of at least a majority of the outstanding principal amount of the notes.

Holders tendering their notes would also be required to consent to the proposed amendments and holders could not deliver consents to the proposed amendments without also tendering their notes.

Tendered notes could be withdrawn and consents revoked at any time before the consent deadline, but not afterward.

The company said the tender offer would be conditioned upon, among other things, a minimum tender condition, a requisite consents condition, the consent of the lenders under its credit facility to the purchase of the notes in the tender offer, and the completion of an offering of at least $150 million of new debt securities.

Phillips-Van Heusen said on Feb. 10 that it had obtained the necessary tenders and consents from the 9½% noteholders to amend the indenture of the notes by the consent deadline of 5 p.m. ET on Feb. 9, by which time holders of 90% of the notes had tendered.

The company said the amendments to the indenture would only become effective when the company bought the notes.

Credit Suisse First Boston LLC was dealer manager and solicitation agent for the tender offer and the consent solicitation (800 820-1653 or collect at 212 538-4807). The depositary was Union Bank of California NA. The information agent is Georgeson Shareholder Communications Inc. (800 849-5704 or collect at 212 440-9800).

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