Goodman Global Holdings, Inc. Announces Determination of Purchase Price in the Tender Offer and Consent Solicitation for its 7 7
28 Januar 2008 - 2:33PM
Business Wire
Goodman Global, Inc. (NYSE:GGL) today announced that its
wholly-owned subsidiary, Goodman Global Holdings, Inc. (the
�Company�), has determined the consideration to be paid in the
previously announced cash tender offer and consent solicitation for
any and all of its outstanding 77/8% Senior Subordinated Notes due
2012 (the �Fixed Notes�). The consideration payable in respect of
the consent solicitation and related tender offer for all of the
Company�s outstanding Senior Floating Rate Notes due 2012 (the
�Floating Notes� and together with the Fixed Notes, the �Notes�) is
set forth in the Offer to Purchase and Consent Solicitation
Statement of the Company dated January 10, 2008 that was previously
distributed to holders of the Floating Notes. The tender offers
will expire at 8:00 a.m., New York City time, on February 8, 2008,
unless extended or earlier terminated (such time and date, the
�Expiration Date�). The tender offers and consent solicitations are
being conducted in connection with the previously announced
agreement of Goodman Global, Inc. to merge with an affiliate of
Hellman & Friedman LLC (the �Merger�). The total consideration
for the Fixed Notes, which will be payable in respect of Fixed
Notes accepted for payment that were validly tendered with consents
delivered and not withdrawn on or prior to 5:00 p.m., New York City
time, on January 24, 2008, will be an amount equal to the total
consideration specified in the table below for each $1,000
principal amount of Fixed Notes. The purchase price for the Fixed
Notes specified in the table below, which will be paid in respect
of Fixed Notes accepted for payment that are validly tendered
subsequent to 5:00 p.m., New York City time, on January 24, 2008,
but on or prior to the Expiration Date, will be an amount equal to
the total consideration minus the consent payment of $20 per $1,000
principal amount. In addition to the total consideration or tender
offer consideration, as applicable, payable in respect of Notes
purchased in the tender offers, the Company will pay accrued and
unpaid interest to but not including the payment date for Notes
purchased in the tender offers. Title of Security � CUSIP Number �
Reference UST Yield � Fixed Spread � Repurchase Yield Tender Offer
Consideration � Consent Payment � Total Consideration � Accrued
Interest 77/8% Senior Subordinated Notes due 2012 382383AG2
382383AF4 2.219% 0.500% 2.719% 1,061.60 $20.00 $1,081.60 $11.59
Holders who have not yet tendered their Notes may tender until 8:00
a.m., New York City time, on February 8, 2008, unless extended or
earlier terminated by the Company. The Company reserves the right
to terminate, withdraw or amend the tender offer and consent
solicitation in respect of each series of Notes at any time subject
to applicable law. The Company�s obligation to accept for purchase,
and to pay for, Notes of either series validly tendered and not
withdrawn pursuant to the tender offer and the consent solicitation
is subject to the satisfaction or waiver of certain conditions,
including, but not limited to, the consummation of the transactions
contemplated by the Merger Agreement described below and the entry
into the new debt facilities described in the Offer Documents. The
Company intends to finance the purchase of the Notes and related
fees and expenses with a combination of available cash, equity
contributions by the investors in Chill Holdings, Inc.
(�Purchaser�) and/or debt financing received by Purchaser and its
subsidiary Chill Acquisition, Inc. (�Merger Sub�), in connection
with a Merger Agreement (as amended, the �Merger Agreement�)
entered on October�21, 2007. Pursuant to the Merger Agreement,
Merger Sub will merge with and into the Company. The complete terms
and conditions of the tender offer and the consent solicitation are
set forth in the Offer Documents which are being sent to holders of
each series of Notes. Holders are urged to read the Offer Documents
carefully. The Company has retained Barclays Capital Inc. to act as
Dealer Manager in connection with the tender offer and Solicitation
Agent in connection with the consent solicitation. Questions about
the tender offer and consent solicitation may be directed to
Barclays Capital Inc. at (866) 307-8991 (toll free) or (212)
412-4072 (collect). Copies of the Offer Documents and other related
documents may be obtained from Global Bondholder Services
Corporation, the information agent for the tender offer and consent
solicitation, at (866) 470-4200 (toll free) or (212) 430-3774
(collect). The tender offer and consent solicitation is being made
solely by means of the Offer Documents. Under no circumstances
shall this press release constitute an offer to purchase or the
solicitation of an offer to sell either series of the Notes or any
other securities of the Company or Goodman Global, Inc. It also is
not a solicitation of consents to the proposed amendments to each
of the indentures. No recommendation is made as to whether holders
of the Notes should tender their Notes or give their consent. About
Goodman Houston-based Goodman Global, Inc. is the second-largest
domestic unit manufacturer of heating, ventilation and air
conditioning products for residential and light-commercial use.
Goodman�s products are predominantly marketed under the Goodman�,
Amana� and Quietflex� brand names, and are sold through
company-operated and independent distribution networks with more
than 850 distribution points throughout North America. For more
information about Goodman, visit www.goodmanglobal.com. Amana� is a
trademark of Maytag Corporation and is used under license to
Goodman Company, L.P. All rights reserved. Forward-Looking
Statements This release contains forward-looking statements within
the meaning of the �safe harbor� provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may affect our financial information and the Company�s
ability to complete the tender offer and the consent solicitation.
Any forward-looking statements speak only as of the date of this
release and, except to the extent required by applicable securities
laws, we expressly disclaim any obligation to update or revise any
of them to reflect actual results, any changes in expectations or
any change in events. If we do update one or more forward-looking
statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking
statements. Factors that could affect our financial information and
the Company�s ability to complete the tender offer and the consent
solicitation include, but are not limited to: changes in general
economic and business conditions; our ability to compete in
specific geographic markets or business segments that are material
to us; an economic downturn; changes in weather patterns and
seasonal fluctuations; significant increases in the cost of raw
materials and components; a decline in our relations with our key
distributors; and damage or injury caused by our products.
Additional information concerning factors that may influence our
financial information is discussed under �Risk Factors,�
�Management�s Discussion and Analysis of Financial Condition and
Results of Operations,� �Quantitative and Qualitative Disclosures
About Market Risk� and �Forward-Looking Statements� in our Annual
Report on Form 10-K for the year ended December 31, 2006, and under
�Risk Factors,� �Management�s Discussion and Analysis of Financial
Condition and Results of Operations,� �Quantitative and Qualitative
Disclosures About Market Risk� and �Forward-Looking Statements� in
our Quarterly Reports on Form 10-Q for the quarter ended September
30, 2007, as well as in our press releases and other periodic
filings with the Securities and Exchange Commission. Such filings
are available publicly and may be obtained from our web site at
www.goodmanglobal.com.
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