Kellwood commences consent solicitation with respect to senior debentures

01 Apr '08

3 min read

Regardless of what percentage of Debenture holders consent to the proposed waiver, all non- consenting holders will retain the right to require Kellwood to purchase their Debentures pursuant to the outstanding Fundamental Change offer.

In addition, the delivery of a waiver will not affect (i) a holder's right to receive 100% of the principal amount of the Debentures at maturity, on June 15, 2034, or right to require Kellwood to repurchase its Debentures on the scheduled redemption dates provided in the Indenture (the earliest of which is June 15, 2011), (ii) any other rights of a holder under the Debentures, other than the Fundamental Change repurchase option or (iii) a holder's right to require Kellwood to repurchase the Debentures upon the occurrence of a future Fundamental Change.

In the event the Solicitation is not consummated for any reason, holders who have delivered waivers in connection therewith will be deemed to have tendered into the Fundamental Change repurchase offer and the principal amount of the Debentures for which such holder had originally delivered a waiver will be purchased by Kellwood in connection with the Fundamental Change repurchase offer concurrently with the closing of the Fundamental Change repurchase offer.

The Consent Solicitation is eligible for the DTC Automated Tender Offer Program ("ATOP"). Holders of Debentures who wish to consent to the proposed waiver, must deliver consents through DTC's Automated TenderOffer Program ("ATOP").

If a holder has previously delivered a Fundamental Change repurchase election and such holder now wishes to deliver a consent in connection with the Solicitation, such holder must first withdraw its repurchase election by delivering a notice of withdrawal to the Union Bank of California, N.A, Attention Josefina Benanvides.

In such case, the withdrawal must occur sufficiently in advance of 12:00 midnight EDT on April 9, 2008, in order to allow processing of the withdrawal and affirmative consent instructions.

Kellwood Company

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