NEW YORK, April 7 /PRNewswire/ -- Tommy Hilfiger U.S.A., Inc. (the
"Company"), a wholly owned subsidiary of Tommy Hilfiger Corporation
(NYSE: TOM), announced today that it has commenced two separate
tender offers to purchase any and all of its outstanding 6.85%
Notes due 2008 (the "2008 Notes") and 9% Senior Bonds due 2031 (the
"2031 Senior Bonds" and together with the 2008 Notes, the "Notes"),
respectively. The Company is also soliciting consents from holders
of the 2008 Notes and the 2031 Senior Bonds for certain amendments
that would, among other things, eliminate the principal restrictive
covenants, including those relating to limitations on the Company's
liens and indebtedness, as well as certain related events of
default contained in the indenture under which the 2008 Notes and
the 2031 Senior Bonds were issued. Adoption of the proposed
amendments with respect to the applicable series of Notes requires
the consent of holders of at least a majority of the aggregate
outstanding principal amount of such applicable series of Notes not
owned by the Company or its affiliates. The tender offers and the
consent solicitations are being conducted in connection with the
previously announced agreement to merge Tommy Hilfiger Corporation,
the parent corporation of the Company, with an affiliate of funds
advised by Apax Partners, a leading global private equity firm (the
"Merger"). The Company has scheduled a special meeting of
shareholders for May 9, 2006 to vote on and approve the Merger.
Apax has irrevocably waived the closing condition to the Merger
that the debt tender offers shall have been consummated and that
consents shall have been obtained from the holders of a majority of
the outstanding principal amount of each series of Notes; provided,
that, if such consents are not obtained with respect to the 2031
Senior Bonds, the Company shall have effected a covenant defeasance
of the 2031 Senior Bonds pursuant to Section 1010 of the indenture
under which the 2031 Senior Bonds were issued. The consent
solicitations will expire at 5:00 p.m., New York City time, on
April 20, 2006, unless extended or earlier terminated (such date
and time, as the same may be extended, the "Consent Deadline"). The
tender offers will expire at 5:00 p.m., New York City time, May 5,
2006, unless extended or earlier terminated (such date and time, as
the same may be extended, the "Expiration Time"). 2031 Senior Bonds
Subject to the terms and conditions of the tender offer and consent
solicitation for the 2031 Senior Bonds, the total consideration to
be paid for each validly tendered 2031 Senior Bond (which includes
an amount paid in respect of the consent), will be $25.25 per $25
principal amount of 2031 Senior Bonds accepted for payment. In
addition, accrued and unpaid interest from the last interest
payment date to, but not including, the settlement date will be
paid in cash on all validly tendered 2031 Senior Bonds. The Company
will also pay a soliciting dealer fee to retail brokers that are
entitled to receive this fee of $0.25 per $25 principal amount of
2031 Senior Bonds that are validly tendered and accepted for
payment. For further information with respect to the tender offer
and consent solicitation for the 2031 Senior Bonds, holders should
contact their broker or the Dealer Manager, Citigroup Corporate and
Investment Banking at (212) 723-6106 (collect) or (800) 558-3745
(toll free) or the Information Agent, Global Bondholder Services
Corporation at (212) 430-3774 (collect) or (866) 389-1500 (toll
free). 2008 Notes Subject to the terms and conditions of the tender
offer and consent solicitation for the 2008 Notes, the total
consideration to be paid for each validly tendered 2008 Note (which
includes an amount paid in respect of the consent), will be paid in
cash and calculated based in part on the 3.25% U.S. Treasury Note
due August 15, 2008 (the "Reference Security"). The total
consideration for each 2008 Note will be equal to the sum of the
present value of scheduled payments on such 2008 Note until June 1,
2008, the date of maturity of such 2008 Notes, based on a fixed
spread pricing formula utilizing a yield equal to (A) the yield to
maturity on the Reference Security, as calculated by Citigroup
Corporate and Investment Banking, in accordance with standard
market practice, based on the bid price of such Reference Security
as of 2:00 p.m., New York City time, on April 21, 2006, as
displayed on Bloomberg Government Pricing Monitor on "Page PX5" or
any recognized quotation source selected by Citigroup Corporate and
Investment Banking in its sole discretion, plus (B) 50 basis
points. The detailed methodology for calculating the total
consideration for the 2008 Notes is outlined in the Offer to
Purchase and Consent Solicitation Statement dated April 7, 2006
relating to the tender offer and the consent solicitation for the
2008 Notes. In addition, accrued and unpaid interest from the last
interest payment date to, but not including, the settlement date
will be paid in cash on all validly tendered and accepted Notes.
For further information with respect to the tender offer and
consent solicitation for the 2008 Notes, holders should contact
their broker or the Dealer Manager, Citigroup Corporate and
Investment Banking at (212) 723-6106 (collect) or (800) 558-3745
(toll free) or the Information Agent, Global Bondholder Services
Corporation at (212) 430-3774 (collect) or (866) 389-1500 (toll
free). Tender By April 20th for Full Consideration Holders who
validly tender their 2008 Notes and/or 2031 Senior Bonds on or
prior to the Consent Deadline will be eligible to receive the total
consideration with respect to the applicable series of Notes (which
includes an amount paid in respect of the consent). Holders who
validly tender their 2008 Notes after the Consent Deadline, but on
or prior to the Expiration Time, will be eligible to receive the
total consideration with respect to the 2008 Notes less $20 per
$1,000 principal amount of the 2008 Notes. Holders who validly
tender their 2031 Senior Bonds after the Consent Deadline, but on
or prior to the Expiration Time, will be eligible to receive $25
per $25 principal amount of the 2031 Senior Bonds, plus accrued and
unpaid interest from the last interest payment date to, but not
including, the settlement date. Background to the Offers Tenders of
Notes may not be withdrawn after 5 p.m., New York City time, on
April 20, 2006 (such date and time, as the same may be extended,
the "Withdrawal Deadline"), except if, and to the extent that, the
Company is required by applicable law to permit withdrawal. Holders
who tender their 2008 Notes and/or 2031 Senior Bonds will be deemed
to have consented, with respect to the applicable series of Notes,
to the proposed amendments to the indenture governing the Notes.
Because a Holder may not revoke a consent to the proposed
amendments without withdrawing previously tendered Notes to which
such consent relates, delivered consents cannot be revoked in the
tender offers, unless a Holder withdraws previously tendered Notes
prior to the Withdrawal Deadline. Tenders of Notes and deliveries
thereby of consents pursuant to the tender offer and consent
solicitation with respect to the 2008 Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof.
Tenders of Notes and deliveries thereby of consents pursuant to the
tender offer and consent solicitation with respect to the 2031
Senior Bonds will be accepted in (and only in) principal amounts
equal to $25 or integral multiples thereof. The aggregate principal
amounts of the 2008 Notes and the 2031 Senior Bonds outstanding is
$192,470,000 and $150,000,000, respectively. The tender offers and
consent solicitations are made on the terms and subject to the
conditions set forth in the respective Offer to Purchase and
Consent Solicitation Statement dated April 7, 2006 and the
accompanying Letter of Transmittal and Consent (together, the
"Offer Documents"). Each of the Company's tender offers is
conditioned on, among other things: * the satisfaction or waiver of
all of the conditions to the Merger (other than the consummation of
the tender offers and consent solicitations and the conditions set
forth in the merger agreement relating to the receipt of proceeds
of the debt financing); * the receipt of the applicable debt
financing proceeds by affiliates of Apax Funds consistent with the
terms of the merger agreement; * either (i) the execution and
delivery of the supplemental indenture with respect to the 2031
Senior Bonds following receipt of consents sufficient to approve
the proposed amendments for such offer or (ii) prior to or
concurrently with the closing of the Merger, the Company shall have
effected a covenant defeasance of the 2031 Senior Bonds pursuant to
the terms of Section 1010 of the indenture under which the 2031
Senior Bonds were issued; and * the absence of any law or order
which prohibits an offer or consent solicitation or the
effectiveness of a supplemental indenture. Copies of the Offer
Documents and other related documents may be obtained from the
Information Agent. This announcement is not an offer to purchase, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The tender offers and
consent solicitations are being made solely on the terms and
conditions set forth in the Offer Documents. None of the Company,
Tommy Hilfiger Corporation, Citigroup Corporate and Investment
Banking, Global Bondholder Services Corporation or any of their
respective affiliates makes any recommendation in connection with
the tender offers and consent solicitations. Each holder must make
his or her own decision as to whether to tender 2008 Notes and/or
2031 Senior Bonds and thereby deliver consents to the proposed
amendments and, if so, as to how many 2008 Notes and/or 2031 Senior
Bonds to tender. In those jurisdictions where the securities, blue
sky or other laws require tender offers and consent solicitations
to be made by a licensed broker or dealer, the tender offers and
consent solicitations shall be deemed to be made on behalf of the
Company by Citigroup Corporate and Investment Banking or one or
more registered brokers or dealers licensed under the laws of such
jurisdiction. In the United Kingdom, this announcement is directed
only to persons who (i) are persons falling within Article 19(5)
("Investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within
Article 49(2)(a) to (d) ("High net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, (iv) are persons falling within Article
43(1)(b) of the Financial Promotion Order ("Members and creditors
of certain bodies corporate"), or (v) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any Securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). The offering documents are directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which the offering documents relates is available only to relevant
persons and will be engaged in only with relevant persons. Tommy
Hilfiger U.S.A., Inc., incorporated in Delaware, is a direct wholly
owned subsidiary of Tommy Hilfiger Corporation. Tommy Hilfiger
Corporation, through its subsidiaries, designs, sources and markets
men's and women's sportswear, jeanswear and childrenswear. Tommy
Hilfiger Corporation's brands include Tommy Hilfiger and Karl
Lagerfeld. Through a range of strategic licensing agreements, Tommy
Hilfiger Corporation also offers a broad array of related apparel,
accessories, footwear, fragrance, and home furnishings. Tommy
Hilfiger Corporation's products can be found in leading department
and specialty stores throughout the United States, Canada, Europe,
Mexico, Central and South America, Japan, Hong Kong, Australia and
other countries in the Far East, as well as the Tommy Hilfiger
Corporation's own network of outlet and specialty stores in the
United States, Canada and Europe. Safe Harbor Statement Statements
made by the Company and Tommy Hilfiger Corporation that are not
historical are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are
indicated by words or phrases such as "anticipate," "estimate,"
"project," "expect," "believe" and similar words or phrases. Such
statements are based on current expectations and are subject to
certain risks and uncertainties, many of which are beyond our
control including, but not limited to, the overall level of
consumer spending on apparel; the financial strength of the retail
industry generally and Tommy Hilfiger Corporation's customers,
distributors, and licensees in particular; changes in trends in the
market segments and geographic areas in which Tommy Hilfiger
Corporation competes; the level of demand for Tommy Hilfiger
Corporation products; actions by our major customers or existing or
new competitors; the effect of Tommy Hilfiger Corporation's
strategy to reduce U.S. distribution in order to bring supply and
demand into balance; changes in currency and interest rates;
changes in applicable tax laws, regulations and treaties; changes
in economic or political conditions or trade regulations in the
markets where Tommy Hilfiger Corporation sells or sources its
products; the effects of any consolidation of Tommy Hilfiger
Corporation's facilities and actions to reduce selling, general and
administrative expenses; the ability to satisfy closing conditions
in connection with Tommy Hilfiger Corporation's merger agreement;
the outcome of the class action lawsuits against Tommy Hilfiger
Corporation and Tommy Hilfiger Corporation's discussions with the
Hong Kong Inland Revenue Department and other tax authorities and
the financial statement impact of such matters; as well as other
risks and uncertainties set forth in Tommy Hilfiger Corporation's
publicly-filed documents, including this press release and Tommy
Hilfiger Corporation's Annual Report on Form 10-K for the fiscal
year ended March 31, 2005. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
anticipated, estimated or projected. Tommy Hilfiger Corporation
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. In connection with the proposed
transaction with funds advised by Apax Partners, Tommy Hilfiger
Corporation has filed a definitive proxy statement and other
relevant documents concerning the proposed Merger with the
Securities and Exchange Commission. Its shareholders are urged to
read the definitive proxy statement and other relevant documents
carefully, because they contain important information. Tommy
Hilfiger Corporation's shareholders may obtain, free of charge, a
copy of the definitive proxy statement and other documents filed by
Tommy Hilfiger Corporation with the Securities and Exchange
Commission at the Securities and Exchange Commission's website,
http://www.sec.gov/. In addition, documents filed with the
Securities and Exchange Commission by Tommy Hilfiger Corporation
are available free of charge from Tommy Hilfiger Corporation. Tommy
Hilfiger Corporation and its directors and executive officers and
certain other of its employees may be soliciting proxies from
shareholders of Tommy Hilfiger Corporation in favor of the proposed
transaction. Information concerning the participants in the proxy
solicitation is included in the definitive proxy statement filed by
Tommy Hilfiger Corporation with the Securities and Exchange
Commission. DATASOURCE: Tommy Hilfiger U.S.A., Inc. CONTACT:
Investor Relations - Valerie Martinez, +1-212-549-6780; Public
Relations -Kekst & Company, Ruth Pachman, +1-212-521-4891, or
Wendi Kopsick, +1-212-521-4867; BONDHOLDERS CONTACT - For the
Dealer Manager - Citigroup Corporate and Investment Banking,
+1-212-723-6106 (collect), 1-800-558-3745 (toll-free); For the
Information Agent - Global Bondholder Services Corporation,
+1-212-430-3774 (collect), 1-866-389-1500 (toll-free) Web site:
http://www.tommy.com/
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