NEW YORK, April 6, 2011 /PRNewswire/ -- Liz Claiborne, Inc. (NYSE: LIZ) (the "Company") today announced the results of its offer (the "Offer") to purchase certain of its euro 350.0 million 5.0% Notes due 2013 (the "Notes") and the results of its noteholder meeting held on March 30, 2011 to consider an Extraordinary Resolution to provide for certain amendments to be made to the terms and conditions of the Notes (the "Proposal").
The Offer expired at 5:01 a.m. London time (12:01 a.m. New York time) on April 5, 2011, and at such time, euro 128.5 million of Notes had been tendered into the Offer. The Company expects to announce whether it has decided to accept valid tenders of Notes for repurchase pursuant to the Offer at or about 5:00 p.m. London time (12:00 p.m. New York time) on April 7, 2011, once it has confirmed that all of the conditions to repurchase (as discussed below and in the Tender Offer Memorandum) have been satisfied. The Company is also hereby announcing that it will extend the expected Settlement Date from on or about April 7, 2011 to on or about April 8, 2011 in order to coordinate the timing of the Settlement Date with the closing of the financing for the Offer.
The noteholder meeting to consider the Proposal was held on March 30, 2011. The Extraordinary Resolution did not pass, and the Proposal was not approved.
If the Extraordinary Resolution had passed, it would have permitted the modification of the terms and conditions of the Notes to provide for the inclusion of an additional provision to allow for the incurrence of new secured indebtedness, as further described in the Tender Offer Memorandum. The repurchase of the Notes had been conditioned on the passage and implementation of the Extraordinary Resolution, but the Company waived that condition on March 28, 2011.
The repurchase of the Notes that have been tendered into the Offer remains subject to all other conditions, as set out in the Tender Offer Memorandum, including, without limitation, the completion by the Company of a new debt financing and the continued effectiveness of an amendment to the Company's revolving credit facility to permit (among other things) the Offer and the issuance of the new debt financing. The Company's new debt financing is expected to close on April 7, 2011. The Company successfully amended its asset-backed revolving credit facility to permit the completion of the Offer and the related financing.
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.
This press release must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement.
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 required 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 was deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdictions.
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 Kohl's. Visit www.lizclaiborneinc.com for more information.
Liz Claiborne, Inc. Forward-Looking Statement
Statements contained herein that relate to the Company's 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 Company's 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 Company's 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 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 Company's 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.
SOURCE Liz Claiborne, Inc.