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3: EX-99 Post Petition Loan and Security Agreement HTML 531K
4: EX-99 Press Release HTML 13K
EXHIBIT 99.2
From: TROPICAL SPORTSWEAR INT'L CORPORATION
4902 West Waters Avenue, Tampa, FL33634
Nasdaq National Market, Symbol: TSIC
Media Contact: Hannah Arnold (212) 575-4545
Linden Alschuler & Kaplan, Inc. Public Relations
Investor Contact: Robin Cohan, Chief Financial Officer & Treasurer
Tropical Sportswear Int'l Corporation (813) 249-4900
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TROPICAL SPORTSWEAR AGREES TO BE ACQUIRED BY PERRY ELLIS IN 363 ASSET SALE;
FILES FOR VOLUNTARY BANKRUPTCY PROTECTION
Company Secures Financing From CIT and Fleet to Allow Business Operations to
Continue as Normal
Tampa, FL, December 16, 2004 - Tropical Sportswear Int'l Corporation
(Nasdaq:TSIC) ("TSI"), a designer, producer and marketer of high-quality
branded and retailer private branded apparel, announced that it has filed for
voluntary Chapter 11 bankruptcy protection and entered into an asset purchase
agreement ( the "Agreement') with Perry Ellis International, Inc. (Nasdaq:
PERY)("PEI"), a leading apparel and accessory company, to be acquired pursuant
to section 363 of the U.S. Bankruptcy Code.
TSI also announced it has secured a new $50 million
debtor-in-possession credit facility ("DIP") with The CIT Group and Fleet
Capital, the company's senior lenders, to finance its working capital needs
and allow business operations to continue as normal during the sale process,
including meeting obligations to employees, vendors and others.
Under the terms of the asset purchase agreement, which is subject to
the consent of TSI's creditors, higher or better offers, Hart Scott Rodino
antitrust clearance, Bankruptcy Court approval, and other customary closing
conditions, PEI would pay $85 million in cash to acquire substantially all of
TSI's accounts receivable, inventory, intellectual property, certain real
property and other specified assets, as well as the outstanding capital stock
of TSI's European subsidiary, Farah Manufacturing (U.K.) Limited, and would
assume certain operating liabilities of TSI.
"TSI has been an important player in the men's apparel industry for
several decades," said Mike Kagan, chief executive officer of TSI. "As the
industry navigates a period of dramatic change, it has become necessary for
domestic companies to take major steps to ensure their ability to remain
competitive in an evolving global marketplace. We believe that a business
combination with Perry Ellis, which has expressed a commitment to building and
growing its men's pants business, is in the best interests of our customers
and stakeholders.
"The ongoing support from our existing lenders through our new DIP
facility will allow us to continue business operations as normal as we move
forward with the sale process," Kagan continued. "We will do everything
possible to ensure that there is no disruption in the quality of service we
provide to our customers during this transition period and that our
obligations to employees, vendors and others are met."
The voluntary Chapter 11 petition was filed in the United States
Bankruptcy Court for the Middle District of Florida. The Bankruptcy Court
supervised sale approval process is expected to be completed during the first
quarter of 2005. TSI has retained Alvarez & Marsal as financial advisors and
Akerman Senterfitt as bankruptcy counsel. PEI is being advised on the sale
by Greenberg Traurig, LLP.
About Perry Ellis International
Perry Ellis International, Inc. is a leading designer, distributor
and licensor of apparel and accessories for men and women. The company,
through its wholly owned subsidiaries, owns a portfolio of highly recognized
brands including Perry Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R),
John Henry(R), Original Penguin(R), Grand Slam(R), Natural Issue(R),
Penguin Sport(R), the Havanera Co.(R), Axis(R), and Tricots St. Raphael(R).
The company also licenses trademarks from third parties including Nike(R) and
Tommy Hilfiger(R)for swimwear, PING(R)and PGA Tour(R)for golf apparel and
Ocean Pacific(R)for men's sportswear.
About Tropical Sportswear Int'l
TSI is a designer, producer and marketer of high-quality branded and
retailer private branded apparel products that are sold to major retailers in
all levels and channels of distribution. Primary product lines feature casual
and dress-casual pants, shorts, denim jeans, and woven and knit shirts. Major
owned brands include Savane(R), Farah(R), Flyers(R), The Original Khaki Co.(R),
Bay to Bay(R), Two Pepper(R), Royal Palm(R), Banana Joe(R), and Authentic Chino
Casuals(R). Licensed brands include Bill Blass(R)and Van Heusen(R). Retailer
national private brands that TSI produces include Puritan(R), George(TM),
Member's Mark(R), Sonoma(R), Croft & Barrow(R), St. John's Bay(R),
Roundtree & Yorke(R), and White Stag(R). TSI distinguishes itself by
providing major retailers with comprehensive brand management programs and uses
advanced technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and inventory forecasting.
This press release contains forward-looking statements, which are subject to
the safe harbor created by the Private Securities Litigation Reform Act of
1995. Management cautions that these statements represent projections and
estimates of future performance and involve certain risks and uncertainties.
The Company's actual results could differ materially from those anticipated in
these forward-looking statements as a result of factors including, without
limitation, the ability of the Company to successfully: obtain bankruptcy
court approval of the DIP financing, operate pursuant to the terms of the DIP
financing; fund its working capital needs through the expiration of the DIP
financing and thereafter; obtain bankruptcy court approval of the Agreement
and consummate the Agreement in a timely manner; complete the Chapter 11
process in a timely manner; continue to operate in the ordinary course and
manage its relationships with its creditors, lenders, noteholders, vendors,
employees and customers given the Company's financial condition; limit the
amount of time the Company's management and officers devote to restructuring,
in order to also allow them to run the business and retain a number of its key
managers and employees, and other risk factors listed from time to time in the
Company's reports (including its Annual Report on Form 10-K) filed with the
U.S. Securities and Exchange Commission. In addition, the estimated financial
results for any period do not necessarily indicate the results that may be
expected for any future period, and the Company assumes no obligation to
update them.
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