Phillips-Van Heusen obtains consents for 9½% notes

New York, Feb. 10 - Phillips-Van Heusen Corp. said it obtained the necessary tenders and consents from holders of its 9½% senior subordinated notes due 2008 to amend the indenture of the notes.

The consent solicitation expired at 5 p.m. ET on Feb. 9 by which time holders of 90% of the notes had tendered.

The amendments to the indenture will only become effective when the company buys the notes.

Phillips-Van Heusen (B1/BB-) announced on Jan. 9 that it had begun a tender offer and consent solicitation for all its $150 million outstanding 9½% notes.

The company set a consent deadline of 5 p.m. ET on Feb. 9 and said the tender offer would expire at midnight ET on Feb. 26, with both deadlines subject to possible extension.

Phillips-Van Heusen, a New York-based apparel company which makes and sells shirts under its own and licensed brands, said it will pay $1,048.75 per $1,000 principal amount of notes validly tendered by the consent deadline. That total includes a $30 per $1,000 principal amount consent payment.

Holders tendering their notes after the consent deadline but before the offer expiration will receive $1,018.75 per $1,000 principal amount.

All tendering holders will receive accrued and unpaid interest up to, but not including, the date of payment

The indenture amendments for which the company is seeking noteholder consent would, among other things, eliminate most of the indenture's restrictive covenants and amend certain other provisions. Phillips-Van Heusen said that adoption of the proposed amendments would require the consent of the holders of at least a majority of the outstanding principal amount of the notes. Holders who tender their notes will also be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without also tendering their notes. Tendered notes may be withdrawn and consents may be revoked at any time before the consent deadline, but not afterward.

The tender offer is conditioned upon, among other things, a minimum tender condition, a requisite consents condition, the consent of the lenders under its credit facility to the purchase of the notes in the tender offer, and the completion of an offering of at least $150 million of new debt securities.

Credit Suisse First Boston LLC is dealer manager and solicitation agent for the tender offer and the consent solicitation (800 820-1653 or collect at 212 538-4807). The depositary is Union Bank of California NA. The information agent is Georgeson Shareholder Communications Inc. (800 849-5704 or collect at 212 440-9800).

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