Polo Ralph Lauren begins offer to buy up to €100 million 4.5% notes

By Angela McDaniels

Tacoma, Wash., June 4 - Polo Ralph Lauren Corp. has begun a tender offer to purchase up to €100 million principal amount of its €300 million 4.5% notes due 2013, according to a company news release.

The purchase price will be determined using a modified Dutch auction, although the company noted that it has the option to modify the offer so that noteholders will receive a fixed price. If it exercises this option, Polo will announce a fixed price on June 18.

Holders who tender must specify an offer price of €900 to €950 per €1,000 principal amount of notes in increments of €2.50. Included in the offer price is an early participation payment of €40 for each €1,000 principal amount of notes tendered by the early participation date of 9 a.m. ET on June 18.

The total payment for each €1,000 principal amount of notes will equal (i) the lowest single offer price such that, for all notes tendered with an offer price at or below this lowest single offer price, the company will be able to purchase notes at least equal to €100 million or (ii) if notes tendered would result in the company purchasing less than €100 million of notes, the highest offer price tendered. But in the case of the latter, the company may cancel the offer or reduce the maximum principal amount.

Polo will also pay accrued interest up to but excluding the settlement date, which is expected to be July 7.

If the total principal amount of notes tendered exceeds €100 million, the company will accept notes for payment on a pro rata basis.

The offer will expire at 9 a.m. ET on July 2.

The company plans to use cash on hand to fund the offer.

Deutsche Bank AG, London Branch (+44 20 7545 8011) is the dealer manager, and Lucid Issuer Services Ltd. (+44 20 7704 0880) is the tender agent.

New York-based Polo Ralph Lauren makes lifestyle products in four categories: apparel, home, accessories and fragrances.

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