Fifth & Pacific Companies, Inc. announced the commencement of an offer to purchase (the "Offer") up to $125.0 million aggregate principal amount (the "Offer Amount") of 10.50% Senior Secured Notes due 2019 (the "Notes") issued by the Company, in accordance with the terms of the indenture governing the Notes, dated as of April 7, 2011 (the "Indenture"), at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the date of payment.
The Offer will expire at 5:00 p.m., New York City time, on December 11, 2013, unless extended (the "Expiration Time"). If the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in the Offer exceeds the Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro rata basis (with such adjustments as may be needed so that only Notes in minimum amounts of $2,000 and integral multiples of $1,000 will be so purchased). Tenders may be validly withdrawn no later than the Expiration Time.
On November 6, 2013, pursuant to the Purchase Agreement dated as of October 7, 2013 and as amended by that Amendment Agreement dated as of November 6, 2013, by and among ABG-Juicy LLC, a Delaware limited liability company, Juicy Couture, Inc., a California corporation and a wholly owned subsidiary of the Company, and the Company (the "Purchase Agreement"), the Company completed the sale (the "Sale") of all issued and outstanding equity interests of ABG Juicy Couture, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer, holding all of the Juicy IP Assets (as defined in the Purchase Agreement).
The Sale constitutes an "Asset Sale" under the Indenture and the Offer constitutes a New Proceeds Offer (as defined in the Indenture) being made using the Net Proceeds (as defined in the Indenture) of the Sale in order to satisfy the Company's obligation to make a Net Proceeds Offer under the Indenture. The Net Proceeds from the Sale equal $125.0 million, which Net Proceeds reflect, among other things, the netting of direct costs relating to the Sale and reserves or payments with respect to liabilities associated with the assets sold or the Sale itself that are being retained by the Company.
In the event that the aggregate principal amount of tendered and accepted Notes is less than the Offer Amount, any Net Proceeds not used for the purchase of Notes pursuant to the Offer will be available for use by the Company in any manner permitted under the Indenture.
