8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 7, 2011 (April 1, 2011)

LIZ CLAIBORNE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10689	13-2842791
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1441 Broadway, New York, New York	10018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 354-4900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Purchase Agreements

In connection with the offering of $220.0 million aggregate principal amount of 10.50% Senior Secured Notes due 2019 (the “Notes”) by Liz Claiborne, Inc. (the “Company”), the Company and certain of the Company’s domestic subsidiaries that guarantee the Notes (the “Guarantors”) have entered into (i) a Purchase Agreement, dated as of April 1, 2011, among the Company, the Guarantors and the initial purchasers named therein (collectively, the “Initial Purchasers”) relating to the Company’s issuance and sale of $205.0 million of the Notes (the “Original Purchase Agreement”) and (ii) a Purchase Agreement, dated as of April 5, 2011, among the Company, the Guarantors and the Initial Purchasers relating to the Company’s issuance and sale of $15.0 million of additional Notes (the “Additional Purchase Agreement” and together with the Original Purchase Agreement, the “Purchase Agreements”). The Notes were offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The sale of the Notes closed on April 7, 2011.

The Purchase Agreements contain representations and warranties, covenants and conditions precedent that are customary for transactions of this type. In the Purchase Agreements, the Company and the Guarantors have agreed to indemnify the Initial Purchasers against liabilities arising from the transactions under such Purchase Agreements, including liabilities arising under the federal securities laws.

The Company is using the net proceeds of the offering primarily to fund the previously announced cash tender offer (the “Tender Offer”) to purchase up to €155.0 million of its outstanding €350.0 million 5.0% Notes due 2013 (the “Euro Notes”), of which €128.5 million were tendered by the time the Tender Offer expired. The remaining proceeds will be used for general corporate purposes.

Issuance of 10.50% Senior Secured Notes due 2019

General

On April 7, 2011, the Company successfully completed its offering of $220.0 million aggregate principal amount of the Notes.

The Notes were issued pursuant to an Indenture (the “Indenture”), dated as of April 7, 2011, by and among the Company, the Guarantors and U.S. Bank National Association, as trustee and collateral agent. The Guarantors have issued guarantees (the “Guarantees”) of the Company’s obligations under the Notes and the Indenture on a senior secured basis. The Notes and the Guarantees are secured pursuant to a Pledge and Security Agreement, dated as of April 7, 2011, by and among the Company, the Guarantors (all of which are grantors thereunder) and U.S. Bank National Association, as collateral agent. The holders of the Notes and the Guarantees will have registration rights pursuant to a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of April 7, 2011, by and among the Company, the Guarantors and the Initial Purchasers.

Maturity Date and Interest Rate

The Notes will mature on April 15, 2019. Interest on the Notes will accrue at 10.50% per annum, paid semi-annually, in arrears, on April 15 and October 15 of each year, commencing October 15, 2011.

Collateral

Subject to certain permitted liens and other exclusions and exceptions, the Notes and the Guarantees will be secured (i) on a first-priority basis by a lien on the Company’s JUICY COUTURE, LUCKY BRAND and KATE SPADE trademarks and certain related rights owned by the Company and the Guarantors (the “Notes Priority Collateral”) and (ii) by a second-priority security interest in the Company’s and the Guarantors’ assets (the “ABL Collateral” and together with the Notes Priority Collateral, the “Collateral”) that currently secure on a first-priority basis the Company’s Second Amended and Restated Credit Agreement, dated May 6, 2010, among the Company, Mexx Europe B.V., Juicy Couture Europe Limited, and Liz Claiborne Canada Inc., as Borrowers, the several subsidiary guarantors party thereto, the several lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and J.P. Morgan Securities LLC, Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners (as amended from time to time, the “ABL Facility”).

The Indenture provides that the Company and the Guarantors may incur additional indebtedness which may share in the Collateral on a senior, junior or pari passu basis with the Notes and the Guarantees, subject to certain limitations.

Ranking

The Notes and the Guarantees are senior secured obligations of the Company and the Guarantors secured to the extent described below. The Notes and the Guarantees will rank:

• pari passu in right of payment with any senior indebtedness of the Company and the Guarantors;

• senior in right of payment to any indebtedness of the Company and the Guarantors that is contractually subordinated to the Notes and the Guarantees;

• effectively senior to any unsecured indebtedness or indebtedness secured by a lien ranking junior to the lien securing the Notes and the Guarantees, to the extent of the value of the collateral securing the Notes and the Guarantees;

• effectively junior to any secured indebtedness which is either secured by assets that are not collateral securing the Notes and the Guarantees or which is secured by a higher-ranking lien in the collateral securing the Notes and the Guarantees, in each case, to the extent of the value of the assets securing such indebtedness;

• effectively junior to the Company’s and the Guarantors’ obligations under the ABL Facility to the extent the Company’s and the Guarantors’ assets secure such obligations on a first-priority basis; and

• effectively junior to all obligations of the Company’s subsidiaries that are not Guarantors.

Optional Redemption

The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after April 15, 2014 at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date, if redeemed during the 12-month period beginning on April 15 of the years indicated below:

Year	Redemption Price
2014		105.250	%
2015		103.500	%
2016		102.625	%
2017 and thereafter		100.000	%

Prior to April 15, 2014, the Company may redeem during each 12-month period commencing with the date of the Indenture up to 10% of the aggregate principal amount of the Notes issued under the Indenture, at its option, from time to time, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date.

In addition, at any time prior to April 15, 2014, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the principal amount of the Notes, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable “make-whole” premium based on the applicable treasury rate plus 50 basis points.

In addition, prior to April 15, 2014, the Company may, from time to time, with the net proceeds of one or more qualified equity offerings, redeem up to an aggregate of 35% of the aggregate principal amount of the outstanding notes, at a redemption price equal to 110.50% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Change of Control

Upon the occurrence of specified change of control events, the Company must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

Certain Covenants

The Indenture limits the Company’s and the Guarantors’ ability to:

• incur additional indebtedness;

• make dividend payments or other restricted payments;

• create liens;

• sell assets;

• sell securities of the Company’s subsidiaries;

• enter into certain types of transactions with shareholders and affiliates; and

• enter into mergers, consolidations, or sales of all or substantially all of the Company’s assets.

These covenants are subject to important exceptions and qualifications. The Indenture contains affirmative covenants and events of defaults that are customary for Indentures governing high-yield debt securities.

Registration Rights

Under the Registration Rights Agreement, the Company and the Guarantors agreed, among other things, on or before the 366th day after the date the Notes are issued: (i) to use reasonable best efforts to consummate an exchange offer; and (ii) if required, to have a shelf registration statement declared effective with respect to resales of the Notes. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes that are subject to transfer restrictions, with respect to the first 90-day period immediately following the occurrence of a default, at a rate of 0.25% per annum on the principal amount of the Notes that are subject to transfer restrictions held by such holder. The amount of additional interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum amount of additional interest for all defaults of 1.00% per annum on the principal amount of the Notes that are subject to transfer restrictions.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information contained in Item 1.01 above under the heading “Issuance of 10.50% Senior Secured Notes due 2019” is hereby incorporated in this Item 2.03 by reference.

ITEM 8.01. OTHER EVENTS.

On April 1, 2011, the Company issued a press release announcing the pricing of the offering of the Notes. The press release, which is filed herewith as Exhibit 99.1, is incorporated by reference under this Item 8.01.

On April 7, 2011, the Company issued a press release announcing the closing of the offering of the Notes. The press release, which is filed herewith as Exhibit 99.2, is incorporated by reference under this Item 8.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 1, 2011.
99.2	Press Release dated April 7, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIZ CLAIBORNE, INC.
Date: April 7, 2011	By:	/s/ Nicholas Rubino
	Name:	Nicholas Rubino
	Title:	Senior Vice President — Chief Legal Officer, General Counsel and Secretary

EXHIBIT LISTING

Exhibit No.	Description
99.1	Press Release dated April 1, 2011.
99.2	Press Release dated April 7, 2011.

EX-99.1

Exhibit 99.1

Liz Claiborne, Inc. Announces Pricing of Senior Secured Notes Offering

NEW YORK — April 1, 2011 — Liz Claiborne, Inc. (NYSE: LIZ) (the “Company”) today announced that it priced an offering of $205.0 million aggregate principal amount of Senior Secured Notes due 2019 (the “Notes”). The initial offering of $200.0 million was upsized to $205.0 million. The Notes were priced at par and will bear interest at an annual rate of 10.50%. The offering of the Notes is expected to close on April 7, 2011.

The Company plans to use the net proceeds from the offering primarily to fund the previously announced cash tender offer to purchase up to €155.0 million of its outstanding €350.0 million 5.0% Notes due 2013 (the “Euro Notes”), of which €118.0 million had been tendered as of March 31, 2011, and to pay related fees, expenses and commissions, along with accrued and unpaid interest on the tendered Euro Notes. Any remaining proceeds will be used for general corporate purposes. The Notes will be guaranteed on a senior secured basis by certain of the Company’s current and future domestic subsidiaries. The Notes and the guarantees will be secured on a first-priority basis by a lien on certain of the Company’s trademarks and by a second-priority interest in the Company’s and the guarantors’ assets that secure the Company’s revolving credit facility.

The Notes are being offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The issuance and sale of the Notes have not been registered under the Securities Act, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

Statements contained herein that relate to the Company’s future performance, financial condition, liquidity or business or any future event or action are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as “intend,” “anticipate,” “plan,” “estimate,” “target,” “forecast,” “project,” “expect,” “believe,” “we are optimistic that we can,” “current visibility indicates that we forecast” or “currently envisions” and similar phrases. Such statements are based on current expectations only, are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions. The Company may change its intentions, belief or expectations at any time and without notice, based upon any change in the Company’s assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove

incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some risks and uncertainties involve factors beyond the Company’s control. Among the risks and uncertainties are the following: our ability to continue to have the necessary liquidity, through cash flows from operations, and availability under our amended and restated revolving credit facility may be adversely impacted by a number of factors, including the level of our operating cash flows, our ability to maintain established levels of availability under, and to comply with the financial and other covenants included in, our amended and restated revolving credit facility and the borrowing base requirement in our amended and restated revolving credit facility that limits the amount of borrowings we may make based on a formula of, among other things, eligible accounts receivable and inventory; the minimum availability covenant in our amended and restated revolving credit facility that requires us to maintain availability in excess of an agreed upon level and whether holders of our Convertible Notes issued in June 2009 will, if and when such notes are convertible, elect to convert a substantial portion of such notes, the par value of which we must currently settle in cash; general economic conditions in the United States, Europe and other parts of the world; lower levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; continued restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; changes in the cost of raw materials, labor, advertising and transportation, including the impact such changes may have on the pricing of our product and the resulting impact on consumer acceptance of our products at higher price points; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; our ability to effect a turnaround of our Mexx Europe business; our ability to successfully re-launch our Lucky Brand product offering; our ability to successfully implement our long-term strategic plans; risks associated with the licensing arrangements with J.C. Penney Corporation, Inc. and J.C. Penney Company, Inc. and with QVC, Inc., including, without limitation, our ability to efficiently change our operational model and infrastructure as a result of such licensing arrangements, our ability to continue a good working relationship with these licensees and possible changes or disputes in our other brand relationships or relationships with other retailers and existing licensees as a result; our ability to anticipate and respond to constantly changing consumer demands and tastes and fashion trends across multiple brands, product lines, shopping channels and geographies; our ability to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees, both union and non-union; possible exposure to multiemployer union pension plan liability as a result of current market conditions and possible withdrawal liabilities; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; our ability to successfully develop or acquire new product lines or enter new markets or product categories, and risks related to such new lines, markets or categories; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; our reliance on independent foreign manufacturers, including the risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with our agreement with Li & Fung Limited, which results in a single foreign buying/sourcing

agent for a significant portion of our products; a variety of legal, regulatory, political and economic factors that can impact our operations and results and the shopping and spending patterns of consumers, including risks related to the importation and exportation of product, tariffs and other trade barriers, to which our international operations are subject; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products but political activity seeking to re-impose quota has been initiated or threatened; our exposure to domestic and foreign currency fluctuations; risks associated with material disruptions in our information technology systems; risks associated with privacy breaches; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an “ownership change”; the outcome of current and future litigations and other proceedings in which we are involved; and such other factors as are set forth in the Company’s 2010 Annual Report on Form 10-K, filed on February 17, 2011 with the Securities and Exchange Commission, including in the section entitled “Item 1A- Risk Factors”. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

EX-99.2

Exhibit 99.2

Liz Claiborne, Inc. Closes its Senior Secured Notes Offering

NEW YORK — April 7, 2011 — Liz Claiborne, Inc. (NYSE: LIZ) (the “Company”) today announced that it has completed its offering of $220.0 million aggregate principal amount of 10.50% Senior Secured Notes due 2019 (the “Notes”). The previously announced offering of $205.0 million aggregate principal amount of Notes was increased to $220.0 million aggregate principal amount on April 5, 2011. The Notes, which mature on April 15, 2019, are senior, secured obligations of the Company and will pay interest semi-annually at a rate of 10.50% per annum.

The Company expects that the total net proceeds from the offering will be approximately $214.0 million, after deducting the initial purchasers’ discount and estimated offering fees and expenses. The Company is using the net proceeds of the offering primarily to fund the previously announced cash tender offer (the “Tender Offer”) to purchase up to €155.0 million of its outstanding €350.0 million 5.0% Notes due 2013, of which €128.5 million were tendered by the time the Tender Offer expired. The Tender Offer is expected to settle on April 8, 2011. The remaining proceeds will be used for general corporate purposes.

The Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The issuance and sale of the Notes have not been registered under the Securities Act, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Statements contained herein that relate to the Company’s future performance, financial condition, liquidity or business or any future event or action are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements are indicated by words or phrases such as “intend,” “anticipate,” “plan,” “estimate,” “target,” “forecast,” “project,” “expect,” “believe,” “we are optimistic that we can,” “current visibility indicates that we forecast” or “currently envisions” and similar phrases. Such statements are based on current expectations only, are not guarantees of future performance, and are subject to certain risks, uncertainties and assumptions. The Company may change its intentions, belief or expectations at any time and without notice, based upon any change in the Company’s assumptions or otherwise. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. In addition, some risks and uncertainties involve factors beyond the Company’s

control. Among the risks and uncertainties are the following: our ability to continue to have the necessary liquidity, through cash flows from operations, and availability under our amended and restated revolving credit facility may be adversely impacted by a number of factors, including the level of our operating cash flows, our ability to maintain established levels of availability under, and to comply with the financial and other covenants included in, our amended and restated revolving credit facility and the borrowing base requirement in our amended and restated revolving credit facility that limits the amount of borrowings we may make based on a formula of, among other things, eligible accounts receivable and inventory; the minimum availability covenant in our amended and restated revolving credit facility that requires us to maintain availability in excess of an agreed upon level and whether holders of our Convertible Notes issued in June 2009 will, if and when such notes are convertible, elect to convert a substantial portion of such notes, the par value of which we must currently settle in cash; general economic conditions in the United States, Europe and other parts of the world; lower levels of consumer confidence, consumer spending and purchases of discretionary items, including fashion apparel and related products, such as ours; continued restrictions in the credit and capital markets, which would impair our ability to access additional sources of liquidity, if needed; changes in the cost of raw materials, labor, advertising and transportation, including the impact such changes may have on the pricing of our product and the resulting impact on consumer acceptance of our products at higher price points; our dependence on a limited number of large US department store customers, and the risk of consolidations, restructurings, bankruptcies and other ownership changes in the retail industry and financial difficulties at our larger department store customers; our ability to effect a turnaround of our Mexx Europe business; our ability to successfully re-launch our Lucky Brand product offering; our ability to successfully implement our long-term strategic plans; risks associated with the licensing arrangements with J.C. Penney Corporation, Inc. and J.C. Penney Company, Inc. and with QVC, Inc., including, without limitation, our ability to efficiently change our operational model and infrastructure as a result of such licensing arrangements, our ability to continue a good working relationship with these licensees and possible changes or disputes in our other brand relationships or relationships with other retailers and existing licensees as a result; our ability to anticipate and respond to constantly changing consumer demands and tastes and fashion trends across multiple brands, product lines, shopping channels and geographies; our ability to attract and retain talented, highly qualified executives, and maintain satisfactory relationships with our employees, both union and non-union; possible exposure to multiemployer union pension plan liability as a result of current market conditions and possible withdrawal liabilities; our ability to adequately establish, defend and protect our trademarks and other proprietary rights; our ability to successfully develop or acquire new product lines or enter new markets or product categories, and risks related to such new lines, markets or categories; the impact of the highly competitive nature of the markets within which we operate, both within the US and abroad; our reliance on independent foreign manufacturers, including the risk of their failure to comply with safety standards or our policies regarding labor practices; risks associated with our agreement with Li & Fung Limited, which results in a single foreign buying/sourcing agent for a significant portion of our products; a variety of legal, regulatory, political and economic factors that can impact our operations and results and the shopping and

spending patterns of consumers, including risks related to the importation and exportation of product, tariffs and other trade barriers, to which our international operations are subject; our ability to adapt to and compete effectively in the current quota environment in which general quota has expired on apparel products but political activity seeking to re-impose quota has been initiated or threatened; our exposure to domestic and foreign currency fluctuations; risks associated with material disruptions in our information technology systems; risks associated with privacy breaches; limitations on our ability to utilize all or a portion of our US deferred tax assets if we experience an “ownership change”; the outcome of current and future litigations and other proceedings in which we are involved; and such other factors as are set forth in the Company’s 2010 Annual Report on Form 10-K, filed on February 17, 2011 with the Securities and Exchange Commission, including in the section entitled “Item 1A- Risk Factors”. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:

Liz Claiborne, Inc. Media Contact: Jane Randel; Senior Vice President, Corporate Communications; 212-626-3408

Liz Claiborne, Inc. Investor Relations Contact: Robert J. Vill; Vice President — Finance and Treasurer; 201-295-7515