Tommy Hilfiger U.S.A. extends consent deadline for 9% bonds

By Jennifer Chiou

New York, May 8 - Tommy Hilfiger U.S.A. Inc. announced the extension of the consent deadline in its solicitation for its $150 million of 9% senior bonds due 2031 to 5 p.m. ET on May 9, making it the same as the expiration date.

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 5, Tommy Hilfiger said it received tenders from holders of $70,339,150 or 46.89% of the 9% bonds.

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

On April 28, the company said it received consents from holders of 91.99% of the $192.47 million outstanding of its 6.85% notes due 2008 as of April 27 and also said 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 after the tender offer expires at 5 p.m. ET on May 9.

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 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 basis points. 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.

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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