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PVH Corp. (NYSE: PVH) announced today that it has commenced a consent solicitation to seek an amendment to the indenture governing PVH’s 7.375% Senior Notes due 2020 (the “Notes”).
The proposed amendment would increase the amount of secured indebtedness that the indenture permits PVH to incur without equally and ratably securing the Notes. Relevant terms and conditions of the consent solicitation are set forth in a Consent Solicitation Statement and consent form to be distributed to all holders of record of the Notes as of 5:00 p.m., New York City time, on October 30, 2012, which is the record date for the consent solicitation.
PVH will pay $10.00 in cash for each $1,000 principal amount of the Notes for which consent to the proposed amendment is validly delivered (and not validly revoked) prior to the expiration time of the consent solicitation. The consent payment will be made only if the requisite consents are received, among other conditions. The consent solicitation will expire at 5:00 p.m., New York City time, on November 9, 2012, unless extended by PVH. Promptly after the receipt of the requisite consents, PVH intends to enter into a supplemental indenture with U.S. Bank National Association, as Trustee, providing for the immediate effectiveness of the proposed amendment. Consents may not be revoked after the proposed amendment becomes effective.
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. are acting as solicitation agents for the consent solicitation. The tabulation and information agent for the consent solicitation is D.F. King & Co. Questions regarding the consent solicitation may be directed to Barclays Capital Inc., (800) 438-3242 (toll free) or (212) 528-7581 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292- 0070 (toll free) or (646) 855-3401 (collect) or Citigroup Global Markets Inc. at or (800) 558-3745 (toll free) or (212) 723-6106 (collect). Requests for copies of the Consent Solicitation Statement and related documents may be directed to D.F. King & Co., telephone number (800) 487-4870 (toll free) and (212) 269-5550 (for banks and brokers).