Exhibit 99.9
ANNEX G
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Glenoit Corporation
Offer to Purchase for Cash
Any and All of Its Outstanding
11% Senior Subordinated Notes Due 2007
and Solicitation of Consents for
Proposed Amendments to the Indenture
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THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST
3, 2000, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). NOTEHOLDERS MUST TENDER THEIR NOTES ON OR PRIOR TO THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION.
GLENOIT WILL NOT COMPLETE THE TENDER OFFER UNLESS THE HOLDERS OF NOTES
REPRESENTING 99% OF THE PRINCIPAL AMOUNT OUTSTANDING HAVE TENDERED THEIR NOTES
AND CONSENTED TO THE PROPOSED AMENDMENTS TO THE INDENTURE (THE "MINIMUM TENDER
CONDITION"). THE MINIMUM TENDER CONDITION MAY BE REDUCED IN CERTAIN
CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE AND CONSENT SOLICITATION
STATEMENT THAT ACCOMPANIES THIS LETTER OF TRANSMITTAL (THE "STATEMENT").
A NOTEHOLDER'S ELECTION TO ACCEPT THE TENDER OFFER ALSO CONSTITUTES
THEIR CONSENT TO THE PROPOSED AMENDMENTS TO THE INDENTURE. TENDERED NOTES MAY
NOT BE WITHDRAWN EXCEPT UNDER THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN THE
STATEMENT.
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July 6, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is an Offer to Purchase and Consent
Solicitation Statement (as it may be supplemented from time to time, the
"Statement") and a form of Letter of Transmittal (the "Letter of Transmittal"
and, together with the Statement, the "Tender Offer"), relating to the offer by
Glenoit Corporation, a Delaware corporation ("Glenoit" or the "Company"), to
purchase for cash any and all of its outstanding 11% Senior Subordinated Notes
due 2007 (the "Notes"). The Company is offering to purchase for cash any and all
of the Notes at a price equal to 17% of the principal amount of the Notes, or
$170 per $1,000 of principal (the "Tender Offer Consideration").
Noteholders who tender their Notes pursuant to the Tender Offer are
also deemed to have consented to the Proposed Amendments with respect to such
Notes. The completion, execution and delivery of the Letter of Transmittal by a
Noteholder in connection with the tender of Notes will constitute a consent to
the Proposed Amendments with respect to such Notes.
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Statement.
For your information and for forwarding to your clients for whom you
hold Notes registered in your name or in the name of your nominee, we are
enclosing the following documents:
<PAGE>
1. The Statement.
2. A Letter of Transmittal for each of the Notes for your use
and for the information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup U.S. federal income tax
withholding.
3. A Notice of Guaranteed Delivery for each of the Notes to be
used to accept the Tender Offer if the Notes and all other required
documents cannot be delivered to the Depositary by the Expiration Date.
4. A printed form of letter, which may be sent to your clients
for whose accounts you hold Notes registered in your name or in the
name of your nominee, with space provided for obtaining such clients'
instructions with regard to the Tender Offer. This form will enable
your clients to tender all Notes that they own.
5. Return envelope addressed to the Depositary.
DTC participants will be able to execute tenders and deliver consents
through the DTC Automated Tender Offer Program.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO
OBTAIN THEIR INSTRUCTIONS.
Any inquiries you may have with respect to the Tender Offer should be
addressed to Beacon Hill Partners, Inc., the Information Agent, at (212)
843-8500 or (800) 755-5001 or at the address set forth on the back cover of the
Statement. Additional copies of the enclosed materials may be obtained from the
Information Agent.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF THE COMPANY, THE GUARANTOR, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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