Kinetic Concepts, Inc. Closes Private Sale of Convertible Senior Notes Due 2015 Pursuant to Full Exercise of Over-Allotment Option

Kinetic Concepts, Inc. (NYSE:KCI) today announced the closing of the

private sale of an additional $90 million aggregate principal amount of

its 3.25% convertible senior notes due 2015 pursuant to the exercise in

full of the over-allotment option granted to the initial purchases of

the notes. This brings the total amount of the notes issued to $690

million.

The coupon on the notes is 3.25% per year on the principal amount.

Interest will accrue from April 21, 2008, and is payable semi-annually

in arrears on April 15 and October 15 of each year, beginning October

15, 2008.

The notes will mature on April 15, 2015, unless previously converted

or repurchased in accordance with their terms. The notes are not

redeemable by KCI prior to the maturity date.

Upon conversion, holders will receive cash up to the aggregate

principal amount of the notes being converted and shares of KCI common

stock in respect of the remainder, if any, of KCI´s

conversion obligation in excess of the aggregate principal amount of

the notes being converted. The initial conversion rate for the notes

is 19.4764 shares of KCI common stock per $1,000 principal amount of

notes, which is equivalent to an initial conversion price of

approximately $51.34 per share of common stock and represents a 27.5%

conversion premium over the last reported sale price of KCI´s

common stock on April 15, 2008 (the day of pricing of the notes)

which was $40.27 per share. The conversion rate and the conversion

price will be subject to adjustment in certain events, such as

distributions of dividends or stock splits.

In connection with the sale of the additional notes, KCI entered into

additional convertible note hedge transactions with financial

institutions that are affiliates of two of the offering´s initial

purchasers for the purpose of reducing the potential dilution upon

future conversion of the notes. KCI also entered into additional

warrant transactions with the same counterparties. In the event the

price of KCI´s common stock at exercise

exceeds $60.41 per share, which is approximately 50% higher than the

closing price of KCI´s common stock on April

15, 2008, the warrant transaction will have a dilutive effect on KCI´s

earnings per share. At expiration, the warrants will be settled in

shares or, subject to certain conditions, in cash at our election.

KCI intends to use a portion of the net proceeds from the sale of the

additional notes to pay the estimated cost of the additional convertible

note hedge transactions, taking into account the proceeds to KCI from

the additional warrant transactions, and to use the balance of the net

proceeds to fund a portion of the purchase price of the proposed

acquisition of LifeCell Corporation, repay certain indebtedness of KCI

provide ongoing working capital and provide for other general corporate

purposes of the combined company.
KCI has been advised that, in connection with establishing their initial

hedge of the convertible note hedge and warrant transactions entered

into in connection with the initial sale of notes and in connection with

the sale of the additional notes, KCI´s

counterparties or their affiliates entered into various derivative

transactions with respect to KCI common stock. KCI has been further

advised that its counterparties or their affiliates may modify their

respective hedge positions by entering into or unwinding various

derivative transactions with respect to KCI common stock and/or by

purchasing or selling KCI common stock in secondary market transactions

during the term of the notes. In particular, such hedge modification

transactions are likely to occur during an observation period related to

any conversions of the notes, which may have a negative effect on the

amount or value of the consideration received in relation to the

conversion of those notes. Any of these activities could adversely

affect the value of KCI common stock and the value of consideration that

holders may receive upon conversion of the notes.
The notes and the shares of common stock underlying the notes have not

been registered under the Securities Act of 1933, as amended (the "Securities

Act"), or any applicable state securities

laws, and were offered only to qualified institutional buyers pursuant

to Rule 144A promulgated under the Securities Act. Unless so registered

the notes may not be offered or sold in the United States except

pursuant to an exemption from the registration requirements of the

Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the

solicitation of an offer to buy these securities, nor shall there be any

sale of these securities in any state in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under

the securities laws of any state.
About KCI
KCI is a global medical technology company with leadership positions in

advanced wound care and therapeutic support systems. We design

manufacture, market and service a wide range of proprietary products

that can improve clinical outcomes and can help reduce the overall cost

of patient care. Our advanced wound care systems incorporate our

proprietary Vacuum Assisted Closure®, or V.A.C.® Therapy technology, which has been demonstrated clinically to promote

wound healing through unique mechanisms of action and can help reduce

the cost of treating patients with serious wounds. Our therapeutic

support systems, including specialty hospital beds, mattress replacement

systems and overlays, are designed to address pulmonary complications

associated with immobility, to reduce skin breakdown and assist

caregivers in the safe and dignified handling of obese patients. We have

an infrastructure designed to meet the specific needs of medical

professionals and patients across all healthcare settings, including

acute care hospitals, extended care organizations and patients´ homes

in 19 countries in the United States and abroad. For more information

visit our web site at www.kci1.com.
Forward Looking Statements
This communication contains forward-looking statements, which may be

identified by words such as "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," or the

negative of such terms, or other comparable terminology. Forward-looking

statements are subject to risks, uncertainties, assumptions and other

factors that are difficult to predict and that could cause actual

results to vary materially from those expressed in or indicated by them.

Such forward-looking statements include, but are not limited to

statements about KCI´s ability to implement

its strategic and business initiatives, including its proposed

acquisition of LifeCell Corporation, financial expectations and

intentions and other statements that are not historical facts.

Additional risks and factors are identified in KCI´s

filings with the U.S. Securities Exchange Commission (the "SEC")

including its Report on Form 10-K for the fiscal year ending December

31, 2007, which is available on the SEC´s

website at http://www.sec.gov. KCI

undertakes no obligation to revise or update any forward-looking

statement, or to make any other forward-looking statements, whether as a

result of new information, future events or otherwise.