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8-K - FORM 8-K - Kate Spade & Co | y90162e8vk.htm |
EX-99.2 - EX-99.2 - Kate Spade & Co | y90162exv99w2.htm |
Exhibit 99.1
Liz Claiborne, Inc. Announces Tender Offer for up to 155,000,000 of its 5.0% Notes due 2013
NEW YORK March 8, 2011 Liz Claiborne, Inc. (NYSE: LIZ) (the Company) today announced
that it is commencing a cash tender offer (the Offer) to purchase up to 155,000,000 aggregate
principal amount of its 350,000,000 5.0% Notes due 2013 (the Notes), subject to increase or
decrease by the Company (the Maximum Principal Amount). The Offer and the Proposal (as defined
below) are being made in accordance with the terms and subject to the conditions contained in a
Tender Offer Memorandum dated March 8, 2011 (the Tender Offer Memorandum). The Offer will expire
at 5:01 a.m. London time (12:01 a.m. New York time) on April 5, 2011, unless extended or earlier
terminated by the Company (the Expiration Deadline). Concurrently with the Offer, the Company is
inviting holders of the Notes to consider and pass an Extraordinary Resolution to provide for the
amendments discussed below to be made to the terms and conditions of the Notes (the Proposal).
The purpose of the Offer is to manage the Companys liability profile and upcoming maturities
by refinancing a portion of the outstanding Notes using a portion of the proceeds from the issuance
of a new series of senior secured notes (the New Notes) in order to maintain the Companys
financial flexibility. The purpose of the Proposal is to permit the issuance of new secured
indebtedness (such as the New Notes), so long as the net proceeds to the Company of such
indebtedness are used to redeem, repurchase, prepay, defease, refund or refinance the Notes (and
fund any interest or premia thereon or any fees, expenses, costs, taxes or charges in connection
therewith).
To participate in the Offer, a holder of the Notes must validly tender its Notes for
repurchase by delivering, or arranging to have delivered on its behalf, a valid tender instruction
that is received by Deutsche Bank AG, London Branch (the Tender Agent) by the Expiration
Deadline.
On April 7, 2011 (the Settlement Date), subject to extension by the Company, the Company
will pay to all holders of the Notes who validly tender their notes
by 4:01 a.m. London time (12:01
a.m. New York time) on March 22, 2011, a total early tender and consent consideration that will be
equal to 96.0% of the principal amount of the Notes, plus accrued interest (the Total Early Tender
and Consent Consideration) accepted by it for repurchase pursuant to the Offer. The Total Early
Tender and Consent Consideration consists of the repurchase price of 94.0% of the principal amount
of Notes tendered (the Repurchase Price), an amount in respect of accrued interest on the Notes
that have been tendered and accepted by the Company and the Early Tender and Consent Payment
described below.
Holders of the Notes who validly tender their Notes (and thereby consent to the passage of the
Extraordinary Resolution pursuant to the Proposal, with respect to all of their Notes so tendered)
by 4:01 a.m. London time (12:01 a.m. New York time) on
March 22, 2011 (the Early Tender and
Consent Deadline) (and who do not subsequently
revoke such tender and consent) will be eligible
(subject to compliance with certain conditions) to receive an additional cash payment (the Early
Tender and Consent Payment) equal to 2.0% of the principal amount of such Notes accepted by the Company for
repurchase. The Early Tender and Consent Payment is a component of the Total Early Tender and
Consent Consideration.
If the aggregate principal amount of Notes that are validly tendered (and not withdrawn)
exceeds the Maximum Principal Amount, then the Company will accept Notes for payment on a pro rata
basis as described in the Tender Offer Memorandum. The Company will pay accrued and unpaid
interest on Notes tendered and accepted for payment from the last interest payment date up to, but
excluding, the Settlement Date, rounded to the nearest 0.01.
Whether or not the Company will accept for repurchase Notes validly tendered in the Offer is
subject to certain conditions, including the raising by the Company of new financing, on terms
satisfactory to the Company, in order to enable it to finance, in whole or in part, the Offer.
Subject to applicable law, the Company may extend, re-open, amend, and/or terminate the Offer at
any time prior to its acceptance of tendered Notes.
Additional Information
Merrill Lynch International and J.P. Morgan Securities Ltd. are the Dealer Managers for the
Offer (the Dealer Managers), and Deutsche Bank AG, London Branch is the Tender Agent. Requests
for information relating to the Offer should be directed to Merrill Lynch International (+44 20
7995 3715) or J.P. Morgan Securities Ltd. (+ 44 20 7325 9633) and requests for information relating
to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer
should be directed to Deutsche Bank AG, London Branch (+44 20 7547 5000).
Disclaimers
This press release must be read in conjunction with the Tender Offer Memorandum. This press
release and the Tender Offer Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer or the Proposal. Each Noteholder
must make its own decision as to whether to tender Notes in the Offer or otherwise participate in
the Proposal. If any Noteholder is in any doubt as to the action it should take or is unsure of
the impact of the implementation of the Proposal or the Extraordinary Resolution, it is recommended
to seek its own financial and legal advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to tender Notes in the Offer
or otherwise participate in the Proposal. None of the Company, the Dealer Managers, the Tender
Agent, or any of their respective directors, employees or affiliates, makes any recommendation as
to whether Noteholders should tender any Notes in the Offer or otherwise participate in the
Proposal.
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The distribution of this press release and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this press
release and/or the Tender Offer Memorandum comes are required by the Company, the Dealer
Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
Neither this press release nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted
from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a
licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of
the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdictions.
France. The Offer is not being made, directly or indirectly, to the public in the Republic of
France (France). Neither this press release, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer have been or shall be distributed to the public in France and
only (i) providers of investment services relating to portfolio management for the account of third
parties (personnes fournissant le service dinvestissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French
Code Monétaire et Financier, are eligible to participate in the Offer. None of this press
release, the Tender Offer Memorandum or any other documents or materials relating to the Offer has
been or will be submitted to or approved by the Autorité des Marchés Financiers.
Italy. The Offer is not being made, directly or indirectly, in the Republic of Italy
(Italy). The Offer, this press release and the Tender Offer Memorandum have not been submitted
to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the
extent Noteholders are located or resident in Italy, the Offer is not available to them and they
may not tender Notes for repurchase pursuant to the Offer and, as such, any Tender Instructions
received from such persons shall be ineffective and void, and neither this press release, the
Tender Offer Memorandum nor any other documents or materials relating to the Offer or the Notes may
be distributed or made available in Italy.
United Kingdom. The communication of this press release, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within
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Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
About Liz Claiborne, Inc.
Liz Claiborne, Inc. designs and markets a global portfolio of retail-based premium brands
including Juicy Couture, kate spade, Lucky Brand and Mexx. The Company also has a refined group of
department store-based brands with strong consumer franchises including the Monet family of brands,
Kensie, Kensiegirl, Mac & Jac, and the licensed DKNY® Jeans and DKNY® Active brands. The Liz
Claiborne and Claiborne brands are available at JCPenney, the Liz Claiborne New York brand designed
by Isaac Mizrahi is available at QVC, and the Dana Buchman and Axcess brands are sold at Kohls.
Visit www.lizclaiborneinc.com for more information.
Liz Claiborne, Inc. Forward-Looking Statement
Statements contained herein that relate to the Companys future performance,
financial condition, liquidity or business or any future event or action are forward-looking
statements under the Private Securities Litigation Reform Act of 1995. Such statements are
indicated by words or phrases such as intend, anticipate, plan, estimate, target,
forecast, project, expect, believe, we are optimistic that we can, current visibility
indicates that we forecast or currently envisions and similar phrases. Such statements are based
on current expectations only, are not guarantees of future performance, and are subject to certain
risks, uncertainties and assumptions. The Company may change its intentions, belief or expectations
at any time and without notice, based upon any change in the Companys assumptions or otherwise.
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.
In addition, some risks and uncertainties involve factors beyond the Companys control. Among the
risks and uncertainties are the following: our ability to continue to have the necessary liquidity,
through cash flows from operations, and availability under our amended and restated revolving
credit facility may be adversely impacted by a number of factors, including the level of our
operating cash flows, our ability to maintain established levels of availability under, and to
comply with the financial and other covenants included in, our amended and restated revolving
credit facility and the borrowing base requirement in our amended and restated revolving credit
facility that limits the amount of borrowings we may make based on a formula of, among other
things, eligible accounts receivable and inventory; the minimum availability covenant in our
amended and restated revolving credit facility that requires us to maintain availability in excess
of an agreed upon level and whether holders of our Convertible Notes issued in June 2009 will, if
and when such notes are convertible, elect to convert a substantial portion of such notes, the par
value of which we must currently settle in cash; general economic conditions in the United States,
Europe and other parts of the world; lower levels of consumer confidence, consumer spending and
purchases of discretionary items, including fashion apparel and related products, such as ours;
continued restrictions in the credit and capital markets, which would impair our ability to access
additional sources of liquidity, if needed; changes in the cost of raw materials, labor,
advertising and
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transportation, including the impact such changes may have on the pricing of our
product and the resulting impact on consumer acceptance of our products at higher price points; our
dependence on a limited number of large US department store customers, and the risk
of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry
and financial difficulties at our larger department store customers; our ability to effect a
turnaround of our Mexx Europe business; our ability to successfully re-launch our Lucky Brand
product offering; our ability to successfully implement our long-term strategic plans; risks
associated with the licensing arrangements with J.C. Penney Corporation, Inc. and J.C. Penney
Company, Inc. and with QVC, Inc., including, without limitation, our ability to efficiently change
our operational model and infrastructure as a result of such licensing arrangements, our ability to
continue a good working relationship with these licensees and possible changes or disputes in our
other brand relationships or relationships with other retailers and existing licensees as a result;
our ability to anticipate and respond to constantly changing consumer demands and tastes and
fashion trends across multiple brands, product lines, shopping channels and geographies; our
ability to attract and retain talented, highly qualified executives, and maintain satisfactory
relationships with our employees, both union and non-union; possible exposure to multiemployer
union pension plan liability as a result of current market conditions and possible withdrawal
liabilities; our ability to adequately establish, defend and protect our trademarks and other
proprietary rights; our ability to successfully develop or acquire new product lines or enter new
markets or product categories, and risks related to such new lines, markets or categories; the
impact of the highly competitive nature of the markets within which we operate, both within the US
and abroad; our reliance on independent foreign manufacturers, including the risk of their failure
to comply with safety standards or our policies regarding labor practices; risks associated with
our agreement with Li & Fung Limited, which results in a single foreign buying/sourcing agent for a
significant portion of our products; a variety of legal, regulatory, political and economic factors
that can impact our operations and results and the shopping and spending patterns of consumers,
including risks related to the importation and exportation of product, tariffs and other trade
barriers, to which our international operations are subject,; our ability to adapt to and compete
effectively in the current quota environment in which general quota has expired on apparel products
but political activity seeking to re-impose quota has been initiated or threatened; our exposure to
domestic and foreign currency fluctuations; risks associated with material disruptions in our
information technology systems; risks associated with privacy breaches; limitations on our ability
to utilize all or a portion of our US deferred tax assets if we experience an ownership change;
the outcome of current and future litigations and other proceedings in which we are involved; and
such other factors as are set forth in the Companys 2010 Annual Report on Form 10-K, filed on
February 17, 2011 with the Securities and Exchange Commission, including in the section entitled
Item 1A- Risk Factors. The Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise.
Contact:
Liz Claiborne, Inc. Media Contact: Jane Randel; Senior Vice President, Corporate Communications; 212-626-3408
Liz Claiborne, Inc. Investor Relations Contact: Robert J. Vill; Vice President Finance and Treasurer; 201-295-7515
Liz Claiborne, Inc. Investor Relations Contact: Robert J. Vill; Vice President Finance and Treasurer; 201-295-7515
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