Kellwood commences consent solicitation with respect to senior debentures

01 Apr '08

3 min read

Kellwood Company announced that it has commenced a solicitation of consents from each holder of the Company's 3.50% Convertible Senior Debentures due 2034 to obtain a waiver of such holder's right to require Kellwood to repurchase the Debentures held by such holder on April 10, 2008 pursuant to the Company's previously-announced Notice of Fundamental Change.

Each holder of Debentures that consents to forgo the requirement for the Company to repurchase such holder's Debentures will receive a consent payment of $226.00 in cash per $1,000 principal amount of Debentures for which a valid waiver is received and accepted on or prior to 12:00 midnight EDT on April 9, 2008, the expiration date for the Solicitation, whether or not any other holders of Debentures elect to consent to the proposed waiver.

In addition, all Debentures outstanding following the settlement of the Fundamental Change offer will receive a second-lien on the collateral securing the Company's existing credit facility, which consists of substantially all of the intellectual property, accounts receivable, inventory, deposit accounts and other personal property of Kellwood and its co-borrowers under the existing credit facility (consisting of direct and indirect subsidiaries of Kellwood), as well as a new covenant requiring the provision of annual and quarterly financial information of Kellwood.

The solicitation of the holders of the Debentures is not conditioned on the receipt of any minimum percentage of waivers received by the Company, but rather is being made on a holder by holder basis.

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