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PVH receives requisite consents pursuant to tender offer
Apr '10
Phillips-Van Heusen Corporation announced that it has received the requisite tenders and consents from holders of both its 7¼% Senior Notes due 2011 and 8â...'% Senior Notes due 2013 to amend the indentures governing each series of notes. PVH commenced its cash tender offers and consent solicitations relating to these notes pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 7, 2010, and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the tender offers and consent solicitations. The consent solicitations expired at 5:00 p.m., New York City time, on Tuesday, April 20, 2010. Tenders may no longer be withdrawn and consents may no longer be revoked. Prior to expiration of the consent solicitations, holders of approximately 67% of the outstanding principal amount of the 2011 Notes and approximately 90% of the outstanding principal amount of the 2013 Notes had tendered their notes and consented to the proposed amendments to the indentures governing each series of notes.

PVH also announced that it is waiving the requirement that tenders be made by 5:00 p.m. in order to receive the total consideration, including a consent payment of $30.00 per $1,000 principal amount of each series of notes tendered. Holders who tender their notes prior to the expiration of the tender offers will receive the total consideration of $1,002.50 for each $1,000 principal amount of 2011 Notes tendered and $1,016.04 for each $1,000 principal amount of 2013 Notes tendered. All other terms of the tender offers remain unchanged. The tender offers for the notes will expire at 12:00 midnight, New York City time, on May 4, 2010, unless extended or earlier terminated.

PVH and U.S. Bank National Association, the trustee under the indentures governing each series of notes, will enter into supplemental indentures that will amend the indentures under which each series of notes was issued. The supplemental indentures will become effective upon execution by PVH and U.S. Bank National Association, but the proposed amendments will not become operative until the notes that have been validly tendered on or prior to the expiration of the consent solicitations are accepted for payment and paid for by PVH pursuant to the terms of the tender offers. The proposed amendments, if they become operative, will, among other things, eliminate substantially all of the restrictive covenants in the indentures and the applicable series of underlying notes and eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the applicable series of notes and to comply for 60 days after notice with the covenants, obligations, warranties or agreements contained in the indentures after giving effect to the proposed amendments. Once the proposed amendments to the related indenture become operative, they will be binding upon the holders of notes not tendered into the tender offers.

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