Tommy Hilfiger extends consent solicitation for 9% bonds, 6.85% notes

By Angela McDaniels

Seattle, April 21 - Tommy Hilfiger U.S.A. Inc. extended the consent solicitations to amend the indentures governing its $150 million 9% senior bonds due 2031 and $192.47 million 6.85% notes due 2008, according to a company news release.

The consent deadline for the 9% bonds was extended to 5 p.m. ET on May 5 from April 20, the consent deadline for the 6.85% notes was extended to 5 p.m. ET on April 21 from April 20, and the pricing date for the 6.85% notes was extended to 2 p.m. ET on April 24 from April 21.

The expiration of the tender offers for the notes, which began on April 7, remains 5 p.m. ET on May 5.

As of 5 p.m. ET on April 20, the company had received tenders and consents from holders of $55.66 million, or 37.1%, or the 9% bonds and $79.77 million, or 41.5%, or the 6.85% notes.

The proposed amendments would eliminate the restrictive covenants, including those relating to limitations on the company's liens and debt, and certain related events of default.

The company will pay $25.25 per $25 principal amount of 9% bonds tendered.

The payment for the 6.85% notes will equal the sum of the present value of scheduled payments until June 1, 2008, the maturity date, discounted using the yield to maturity of the 3.25% U.S. Treasury note due Aug.15, 2008 and 50 basis points.

Noteholders and bondholders will also receive accrued interest up to but excluding the settlement date.

The payouts include a consent payment of $0.25 for the 9% bonds and $20 for the 6.85% notes for those who tender before the consent deadline.

Citigroup Corporate and Investment Banking (212 723-6106 or 800-558-3745) is dealer manager, and Global Bondholder Services Corp. is information agent (212 430-3774 or 866-389-1500).

The tender offers and the consent solicitations are being conducted in connection with parent company Tommy Hilfiger Corp.'s agreement to merge with Apax Partners.

The company said it has scheduled a special meeting of shareholders for May 9 to vote on and approve the merger.

Apax has irrevocably waived the closing condition that the debt tender offers be consummated and consents be obtained from a majority of holders before the merger provided that if such consents are not obtained for the 9% bonds, Tommy Hilfiger U.S.A. will effect a covenant defeasance of the 9% bonds.

The tender offers are conditioned upon receipt of the applicable debt financing and execution and delivery of the supplemental indenture for the 9% bonds or prior to or concurrently with the closing of the merger.

New York-based Tommy Hilfiger U.S.A. is a wholly owned subsidiary of Tommy Hilfiger Corp., a Hong Kong-based clothing company.

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