Kellwood Company Commences Consent Solicitation With Respect to Its 3.50% Convertible...

Kellwood Company Commences Consent Solicitation With Respect to Its 3.50%
Convertible Senior Debentures Due 2034

ST. LOUIS, March 31 /PRNewswire/ -- Kellwood Company (the "Company" or
"Kellwood") today announced that it has commenced a solicitation of consents
(the, "Solicitation") from each holder of the Company's 3.50% Convertible
Senior Debentures due 2034 (the "Debentures") 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. 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 Tender Offer 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, at (213) 972-5679 or by
facsimile at (213) 972-5695. 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.
The complete terms of the Solicitation are contained in the Consent
Solicitation Statement dated March 31, 2008 (the "Consent Solicitation
Statement"), which is being sent to holders of Debentures.
Banc of America Securities LLC is the exclusive solicitation agent for the
Solicitation. Questions regarding the Solicitation should be addressed to Banc
of America Securities LLC at (888) 292-0070 or (704) 388-4813. D.F. King &
Co., Inc. is the information agent and depositary for the Solicitation.
Requests for documents may be directed to D.F. King & Co., Inc. at (800) 269-
6427 or (212) 269-5550.
This news release does not constitute an offer to purchase, a solicitation
of an offer to purchase, or a solicitation of consents with respect to the
Debentures. The Solicitation is being made solely by the Consent Solicitation
Statement.
About Kellwood Company
Kellwood is a $1.5 billion leading marketer of apparel and consumer soft
goods. Specializing in branded products, the Company markets to all channels
of distribution with products and brands tailored to each specific channel.
Kellwood is an affiliated portfolio company of Sun Capital Partners, Inc.
("Sun Capital"), a leading private investment firm specializing in leveraged
buyouts and investments in market-leading companies. For more information,
visit www.kellwood.com.
About Sun Capital Partners, Inc.
Sun Capital Partners, Inc. is a leading private investment firm focused on
leveraged buyouts, equity, debt, and other investments in market-leading
companies that can benefit from its in-house operating professionals and
experience. Sun Capital affiliates have invested in and managed more than 185
companies worldwide with combined sales in excess of $35.0 billion since Sun
Capital's inception in 1995. Sun Capital has offices in Boca Raton, Los
Angeles, and New York, as well as affiliates with offices in London, Tokyo,
and Shenzhen. For more information, please visit www.SunCapPart.com.
Statements in this press release that are not strictly historical are
"forward-looking" statements within the meaning of the safe harbor provisions
of the federal securities laws. Actual results may differ materially due to
risks and uncertainties that are described in the Company's Form 10-K and
other filings with the SEC.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The words
"believe", "expect", "will", "estimate", "project", "forecast", "planned",
"should", "anticipate" and similar expressions may identify forward-looking
statements. Although we believe that our expectations reflected in the
forward-looking statements are reasonable, we cannot and do not give any
assurance that such expectations will prove to be correct. These forward-
looking statements, which represent the Company's expectations concerning
future events, are based on various assumptions and are subject to a number of
risks and uncertainties. These risks include, without limitation: intense
competition in the apparel industry on many fronts, including from our retail
customers' private label or exclusive brand programs; failing to continually
anticipate fashion trends and consumer tastes; uncertainties regarding
consumer confidence and spending patterns; concentration of our customers;
consolidation and change in the retail industry; performance of our retail
customers in selling our goods; execution of the long-term corporate strategy;
loss of key personnel; continued value of owned and licensed brands; ability
to generate sufficient sales to offset the minimum royalty payments we must
pay with respect to licensed brands; inability to protect our intellectual
property rights; reliance on independent manufacturers; ability to
successfully complete the restructuring plans; the continued movement in the
global location of lowest cost manufacturing sources; fluctuations in the
price, availability and quality of raw materials; availability of suitable
acquisition candidates; integration of completed acquisitions into our
existing business and the availability of reasonably priced debt. These
factors should be read in conjunction with the risk factors included in our
Annual Report to Stockholders on Form 10-K for 2006 (the fiscal year ended
February 3, 2007) and subsequent periodic filings. Actual results could differ
materially from those expressed or implied in forward-looking statements. The
Company disclaims any obligation to publicly update or revise any of its
forward-looking statement.
SOURCE Kellwood Company

Donna Weaver of Kellwood Company, donna.weaver@kellwood.com