PVH Corp. Commences Consent Solicitation Related to Its 7.375% Senior Notes Due 2020
NEW YORK--(BUSINESS WIRE)--Oct. 31, 2012--
PVH Corp. (NYSE: PVH) announced today that it has commenced a consent
solicitation to seek an amendment to the indenture governing PVH’s
7.375% Senior Notes due 2020 (the “Notes”).
The proposed amendment would increase the amount of secured indebtedness
that the indenture permits PVH to incur without equally and ratably
securing the Notes. Relevant terms and conditions of the consent
solicitation are set forth in a Consent Solicitation Statement and
consent form to be distributed to all holders of record of the Notes as
of 5:00 p.m., New York City time, on October 30, 2012, which is the
record date for the consent solicitation.
PVH will pay $10.00 in cash for each $1,000 principal amount of the
Notes for which consent to the proposed amendment is validly delivered
(and not validly revoked) prior to the expiration time of the consent
solicitation. The consent payment will be made only if the requisite
consents are received, among other conditions. The consent solicitation
will expire at 5:00 p.m., New York City time, on November 9, 2012,
unless extended by PVH. Promptly after the receipt of the requisite
consents, PVH intends to enter into a supplemental indenture with U.S.
Bank National Association, as Trustee, providing for the immediate
effectiveness of the proposed amendment. Consents may not be revoked
after the proposed amendment becomes effective.
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Citigroup Global Markets Inc. are acting as
solicitation agents for the consent solicitation. The tabulation and
information agent for the consent solicitation is D.F. King & Co.
Questions regarding the consent solicitation may be directed to Barclays
Capital Inc., (800) 438-3242 (toll free) or (212) 528-7581 (collect),
Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292- 0070
(toll free) or (646) 855-3401 (collect) or Citigroup Global Markets Inc.
at or (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests
for copies of the Consent Solicitation Statement and related documents
may be directed to D.F. King & Co., telephone number (800) 487-4870
(toll free) and (212) 269-5550 (for banks and brokers).
Contemporaneously with this release, PVH announced that it had entered
into a definitive agreement to acquire The Warnaco Group, Inc. No notice
to, or consent of, the holders of Notes is required to effect the
acquisition, and the acquisition is not conditioned upon receipt of the
consents sought in the consent solicitation. Furthermore, the consent
solicitation is not conditioned on completion of the acquisition.
This press release is for informational purposes only and is not a
solicitation of consents to the proposed amendment to the indenture
governing the Notes. The consent solicitation is being made solely by
means of the consent solicitation documents, including the Consent
Solicitation Statement that PVH is distributing to holders of Notes. The
consent solicitation is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the laws of such jurisdiction.
PVH Corp., one of the world’s largest apparel companies, owns and
markets the iconic Calvin Klein and Tommy Hilfiger brands
worldwide. It is the world’s largest shirt and neckwear company and
markets a variety of goods under its own brands, Van Heusen, Calvin
Klein, Tommy Hilfiger, IZOD, ARROW, Bass and G.H. Bass & Co.,
and its licensed brands, including Geoffrey Beene, Kenneth Cole New
York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps,
Donald J. Trump Signature Collection, JOE Joseph Abboud, DKNY, Ike Behar and
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This press release and
the consent solicitation documents pursuant to which PVH is soliciting
consents contain forward-looking statements and information about PVH’s
current and future prospects and PVH’s operations and financial results,
which are based on currently available information or, in the case of
documents incorporated by reference, information available at the time
of filing of such documents. Actual future results and financial
performance could vary significantly from those anticipated in such
statements. The forward looking statements include assumptions about
PVH’s operations, such as cost controls and market conditions, and the
proposed acquisition of Warnaco (including its benefits, results,
effects and timing) that may not be realized.
Risks and uncertainties related to the proposed acquisition of The
Warnaco Group, Inc. include, among others: the risk that Warnaco’s
stockholders do not approve the transaction; the risk that regulatory
approvals required for the transaction are not obtained or are obtained
subject to conditions that are not anticipated; the risk that the other
conditions to the closing of the transaction are not satisfied;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction; uncertainties
as to the timing of the transaction; competitive responses to the
proposed transaction; costs and difficulties related to the integration
of Warnaco’s business and operations with PVH’s business and operations;
the inability to obtain, or delays in obtaining, cost savings and
synergies from the transaction; unexpected costs, charges or expenses
resulting from the transaction; litigation relating to the transaction;
the inability to retain key personnel; and any changes in general
economic and/or industry specific conditions.
Additional factors that could cause future results or events to differ
from those PVH expects are those risks discussed under Item 1A, “Risk
Factors,” in PVH’s Annual Report on Form 10-K for the fiscal year ended
January 29, 2012 and other reports filed by PVH with the SEC. Please
read PVH’s “Risk Factors” and other cautionary statements contained in
these filings. PVH undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, the
occurrence of certain events or otherwise. As a result of these risks
and others, PVH’s financial condition and results of operations could be
materially adversely affected.
Source: PVH Corp.
Treasurer and Senior Vice President,
Business Development and Investor Relations