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LENEXA, Kansas, Dec. 8 /PRNewswire/ -- GFSI, Inc. ("GFSI") today announced
that it has commenced an exchange offer pursuant to which GFSI is offering to
exchange a new issuance of $134.9 million of principal amount of 11% Senior
Secured Notes due 2011 (the "Senior Secured Notes") for all of its outstanding
$125.0 million of principal amount of 9-5/8% Senior Subordinated Notes due
2007 (CUSIP No. 361695-AC-3) (the "1997 Senior Subordinated Notes") and (ii)
all of its outstanding $9.9 million of principal amount of 9-5/8% Senior
Subordinated Notes due 2007 (CUSIP No. 361695-AF-6) (the "2002 Senior
Subordinated Notes," and together with the 1997 Senior Subordinated Notes, the
"Senior Subordinated Notes"). In connection with the exchange offer, GFSI is
also soliciting consents from the holders of the Senior Subordinated Notes to
approve certain amendments to the indentures under which the Senior
Subordinated Notes were issued to eliminate substantially all of the
restrictive covenants and certain events of default and related provisions in
such indentures. The exchange offer and consent solicitation are subject to
various conditions including the tenders for exchange by holders of at least
95% of the Senior Subordinated Notes, the execution of supplemental indentures
containing the amendments for which consents were solicited, the receipt of
the consent of GFSIs lenders under its existing revolving credit facility and
the substantially simultaneous consummation of certain refinancing
transactions involving GFSIs parent, GFSI Holdings, Inc.
Pursuant to the exchange offer, holders of the Senior Subordinated Notes
that are both "qualified institutional buyers" and "accredited investors," as
defined in the rules under the Securities Act of 1933, as amended, may elect
to exchange $1,000 in principal amount of Senior Subordinated Notes for $1,000
in principal amount of the Senior Secured Notes. Any holder that tenders its
Senior Subordinated Notes pursuant to the exchange offer will also receive a
cash payment in respect of all accrued and unpaid interest on the Senior
Subordinated Notes through the initial settlement date of the exchange offer.
The exchange offer and consent solicitation commenced on December 7, 2005
and will expire at 5:00 P.M., New York City time, on January 5, 2006, unless
extended. Holders of Senior Subordinated Notes cannot tender their Senior
Subordinated Notes in the exchange offer without delivering their consents to
the proposed amendments in the consent solicitation. Holders that validly
tender (and do not withdraw) Senior Subordinated Notes in the exchange offer
and validly deliver (and do not revoke) consents in the consent solicitation
on or prior to the consent payment deadline, which is 5:00 P.M., New York City
time on the later of (i) December 20, 2005 and (b) the first date on which
each of the conditions to the exchange offer and consent solicitation are
satisfied, will be entitled to receive the payment of a consent fee of $10 per
$1,000 in principal amount of Senior Subordinated Notes tendered by such
Holder. Tenders of Senior Subordinated Notes and deliveries of consents may
be withdrawn at any time prior to the consent payment deadline.
Information regarding the exchange consideration, tender and delivery
procedures and conditions of the exchange offer and consent solicitation is
contained in the Exchange Offering Memorandum and Consent Solicitation
Statement and related documents. Copies of the offering documents related the
exchange offer only will be provided to holders who can demonstrate
eligibility to participate. Subject to these limitations, copies of the
offering documents can be obtained by contacting U.S. Bank National
Association, the exchange agent, at (800) 934-6802. MacKenzie Partners, Inc.
is the information agent for the exchange offer and consent solicitation.
Additional information containing the terms and conditions of the exchange
offer and consent solicitation may be obtained by contacting MacKenzie
Partners, Inc. at (212) 929-5500.
This announcement is not an offer to exchange, a solicitation of an offer
to exchange or a solicitation of consent with respect to any securities. The
exchange offer and consent solicitation will be made solely by, and subject to
the terms and conditions set forth in, the Exchange Offering Memorandum and
Consent Solicitation Statement, dated December 7, 2005, and related documents.
The Senior Secured Notes offered as part of the exchange offer have not
been registered under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
GFSI is a leading designer, manufacturer and marketer of high quality,
custom designed sportswear and activewear bearing names, logos and insignia of
resorts, corporations, national associations, colleges and professional sports
leagues and teams. GFSI custom designs and decorates an extensive line of
high-end outerwear, fleecewear, polo shirts, T-shirts, woven shirts, sweaters,
shorts, performance apparel and headwear. GFSI markets its products through
its well-established and diversified distribution channels.
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