Carter's receives consent to amend 10 7/8% notes, extends tender

New York, June 22 - Carter's, Inc. said its William Carter Co. subsidiary has received the necessary consents to amend its $113.75 million of 10 7/8% senior subordinated notes due 2011 as part of its cash tender offer and consent solicitation.

The company also extended the expiration to 9 a.m. ET on July 14 from 9 a.m. ET on July 8.

As of the consent deadline of 5 p.m. ET on June 22, holders had tendered with consents $113.425 million or 99.7% of the notes.

The changes will become effective when the conditions are met or waived and when the notes are accepted for purchase.

As announced on June 9, for each $1,000 principal amount of notes tendered by the consent deadline, Carter's will pay an amount based on a spread of 50 basis points over the yield of the 2.375% U.S. Treasury note due Aug. 15, 2006.

Pricing will be fixed at 2 p.m. ET on June 23.

Holders will also receive accrued interest up to but excluding the payment date.

The consent solicitation is to ask approval to eliminate substantially all of the restrictive covenants and certain events of default in the note indenture. Holders who tender with consents by the consent deadline will receive a consent payment of $30.00 per $1,000 principal amount - included in the amount to be set by the pricing formula.

Notes cannot be tendered without consents and vice versa.

The Atlanta-based children's clothing company said the offer is subject to conditions including completion of Carter's acquisition of OshKosh B'Gosh, Inc., completion of the required financing and the receipt of consents from holders of a majority of the notes. Funding for the tender is expected to come from a new credit facility.

Banc of America Securities LLC is dealer manager and solicitation agent (contact High Yield Special Products at 888 292-0070 or call collect 704 388-9217). Global Bondholder Services Corp. is the information agent (866 470-3800 or call collect 212 430-3774).

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