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Phillips-Van offers common stock by Apax Managers Inc

06 Jul '05

3 min read

One of the world's largest apparel company Phillips-Van Heusen Corporation announced it had filed a prospectus supplement relating to the public offering by certain holders of its Series B Convertible Preferred Stock of 6,386,365 shares of common stock (plus an additional 957,954 shares of common stock pursuant to an option granted to the underwriters) issuable upon the conversion of shares of the Company's Series B Convertible Preferred Stock.

The Series B Convertible Preferred Stock was issued to affiliates of Apax Managers Inc, Apax Europe V GP Co. Limited and Apax Partners Europe Managers Limited in connection with the Company's acquisition of Calvin Klein in February 2003. The Company will not receive any proceeds from this offering.

In connection with the voluntary conversion of Series B Convertible Preferred Stock by the Apax affiliates and their sale of the resulting common stock in this offering, the Company has agreed to make a payment to the Apax affiliates in the amount of $1.75 for each share of common stock that is sold in this offering, or an aggregate of $11.2 million (assuming no exercise of the option granted to the underwriters).

This payment is based upon the net present value of the dividends that the Company would have been obligated to pay the Apax affiliates through the earliest date on which it is estimated that the Company would have the right to convert the Series B Convertible Preferred Stock, net of the present value of the dividends payable on the shares of common stock into which the Series B Convertible Preferred Stock is convertible over the same period.

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