Tommy Hilfiger U.S.A. again extends deadline in tender for 9% bonds

By Jennifer Chiou

New York, May 19 - Tommy Hilfiger U.S.A. Inc. announced it once again extended the consent deadline and expiration of its solicitation for its $150 million of 9% senior bonds due 2031, this time to 5 p.m. ET on May 25.

The offer had been set to expire at 5 p.m. ET on May 18 and previously 5 p.m. ET on May 9.

The solicitation had been set to expire at 5 p.m. ET on May 5 and before that on April 20.

As of 5 p.m. ET on May 18, Tommy Hilfiger said it received tenders from holders of $73,944,750 or 49.3% of the 9% bonds.

The company previously said it will pay $25.25 per $25 principal amount of bonds.

The company said it intends to effect a covenant defeasance of all of its 9% bonds. In return for depositing Treasuries and cash sufficient to redeem the bonds at their first call date of Dec. 4, 2006, some of the restrictive covenants will no longer apply.

As previously reported, the company received tenders from holders of $178.058 million or 92.51% of its $192.47 million of 6.85% notes due 2008. The offer expired at 5 p.m. ET on May 9 and Tommy Hilfiger said it executed a supplemental indenture on May 1.

On April 28, the company said it received consents from holders of 91.99% of the 6.85% notes. It will pay $1,032.86 per $1,000 principal amount of notes tendered.

The amendments to the indenture governing the 6.85% notes - which will eliminate the restrictive covenants, including those relating to limitations on the company's liens and debt, and certain related events of default - will become effective once the company accepts the tendered notes for payment.

The company launched the tender offer on April 7 and subsequently extended the consent solicitation to May 9 from April 21 when, as of the original consent deadline, it had received consents from 41.47% of 6.85% noteholders.

Tommy Hilfiger also subsequently increased the consideration to be paid for the 6.85% notes tendered to 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 25 basis points.

Previously, the spread was 50 bps. The consideration was priced at 2 p.m. ET on April 28.

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.

The proposed amendments to the indenture governing the 9% bonds are the same as the amendments to the 6.85% notes.

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.

Apax had 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 the consents are not obtained for the 9% bonds, Tommy Hilfiger U.S.A. will defease the 9% bonds.

The tender offers were 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. Tommy Hilfiger said that these actions will satisfy the condition relating to its debt securities as part 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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