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Liz Claiborne, Inc. Completes Offering of Convertible Senior Notes; Announces Exercise and Closing of Initial Purchasers' Over-Allotment Option in Full
Wednesday, June 24, 2009 12:53 PM


NEW YORK, June 24 /PRNewswire-FirstCall/ -- Liz Claiborne, Inc. (the 'Company') (NYSE: LIZ) today announced it has completed its previously announced offering of $90 million principal amount of its 6% convertible senior notes due 2014 (the 'notes'), which includes the exercise in full of the initial purchasers' option to purchase additional notes on the same terms and conditions. The Company received total net proceeds from the offering of approximately $86.6 million, after deducting fees and offering expenses payable by the Company.

The notes are unsecured, senior obligations of the Company, will pay interest semi-annually at a rate of 6% per annum and will mature on June 15, 2014. The conversion rate will initially be 279.6421 shares of the Company's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $3.576 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 20% over the last reported sale price of the Company's common stock on June 18, 2009 of $2.98 per share. Holders of the notes may convert their notes at their option under certain circumstances. Upon conversion, the Company will deliver cash, shares of the Company's common stock, or a combination of cash and shares, at the option of the Company. Holders of the notes may require the Company to repurchase for cash all or some of their notes upon the occurrence of a fundamental change (as defined). The conversion rate will be subject to a 'conversion rate cap' in accordance with the rules of the NYSE.

The Company used the net proceeds from the offering (including proceeds from the initial purchasers' exercise of the over-allotment option) to temporarily pay down a portion of the outstanding borrowings under its amended credit facility.

The notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act').



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