Hosiery Corporation of America Announces Launch of Debt Tender and Consent Solicitation

Business Wire, June 14, 1999

BENSALEM, Pa.--(BUSINESS WIRE)--June 14, 1999--

Hosiery Corporation of America, Inc. ("Hosiery") announced today that it commenced a fixed spread cash tender offer for all of its outstanding 13 3/4% Senior Subordinated Exchange Notes due 2002 (the "Notes").

Hosiery has $70,000,000 principal amount of the Notes outstanding. Concurrently with the tender offer, Hosiery is soliciting consents from the holders of the Notes to amend the Indenture under which the Notes were issued.

The tender offer will expire at 12:00 noon, New York City time, on Thursday, July 15, 1999, unless extended or earlier terminated. The consent solicitation will expire at 5:00 p.m., New York City time, on Thursday, June 24, 1999, unless extended or earlier terminated.

Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate certain covenants and related provisions. Holders may not tender their Notes without also delivering consents or deliver consents without also tendering their Notes.

The total consideration for each $1,000 principal amount of Notes validly tendered and not revoked on or prior to the expiration date of the tender offer will be the price, calculated in accordance with standard market practice, based on the assumptions that the Notes will be redeemed at $1,068.75 per $1,000 principal amount of Notes on the earliest redemption date, October 1, 1999 and that the yield to the earliest redemption date is equal to the sum of (A) the yield to maturity on the 5 3/4% U.S. Treasury Note due September 30, 1999, as calculated by Bear, Stearns & Co. Inc. for the tender as of 12:00 noon, New York City time, on the second business day immediately preceding the scheduled expiration date of the tender offer, as displayed on the Bloomberg Government Pricing Monitor, Page PX3 plus (B) a fixed spread of 50 basis points. Of the total consideration, $30 per $1,000 principal amount of Notes is equal to the consent payment. Holders who validly tender Notes will also be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes.

If the tender offer is consummated, the Company will make a consent payment of $30 per $1,000 principal amount of Notes for consents that are validly delivered and not revoked on or prior to the termination date of the consent solicitation. Holders who validly tender their Notes after the termination date of the consent solicitation will receive only the purchase price for the Notes but not the consent payment. The purchase price will equal the total consideration minus the consent payment.

The purchase price for the Notes and the consent payment are expected to be paid promptly following the acceptance of the tender offer. The terms of the tender offer and consent solicitation, including the conditions to Hosiery's obligations to accept the Notes tendered and consents delivered and pay the purchase price and make the consent payment, are set forth in Hosiery's Offer to Purchase and Consent Solicitation Statement, dated June 14, 1999. Hosiery may amend, extend or terminate the tender offer and consent solicitation at any time in its sole discretion without making any payments with respect thereto.

The tender offer is conditioned upon, among other things, obtaining the requisite financing, a portion of which is expected to be received from the company's initial public offering of its common stock.

Bear, Stearns & Co. Inc. is the dealer manager for the tender offer and the solicitation agent for the consent solicitation. Questions or requests for assistance may be directed to Bear, Stearns & Co. Inc. (telephone 877-696-BEAR). Requests for documentation may be directed to MacKenzie Partners, Inc., the information agent (telephone 800-322-2885).