Goodman Global Holdings, Inc. Commences Tender Offer and Consent Solicitation for Its Senior Floating Rate Notes Due 2012 and 7
10 Janeiro 2008 - 8:58PM
Business Wire
Goodman Global, Inc. (NYSE:GGL) today announced that its
wholly-owned subsidiary, Goodman Global Holdings, Inc. (the
�Company�), has commenced a cash tender offer for any and all of
its outstanding $179.3�million aggregate principal amount Senior
Floating Rate Notes due 2012 (the �Floating Notes�) and $400.0
million aggregate principal amount 77/8% Senior Subordinated Notes
due 2012 (the �Fixed Notes� and, together with the Floating Notes,
the �Notes�) on the terms and subject to the conditions set forth
in its Offer to Purchase and Consent Solicitation Statement dated
January�10, 2008 and the related Consent and Letter of Transmittal.
The Company is also soliciting consents to certain proposed
amendments to the indentures governing the Notes to eliminate most
of the restrictive covenants and certain events of default. The
tender offer documents more fully set forth the terms of the tender
offer and consent solicitation in respect of each series of Notes.
The tender offer will expire at 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
consideration for each $1,000 principal amount of Floating Notes
(the �Floating Note Tender Offer Consideration�) tendered and
accepted for purchase pursuant to the tender offer shall be
$1,010.00, minus $20.00 per $1,000 principal amount of the Floating
Notes, which is equal to the consent payment. The consideration for
each $1,000 principal amount of Fixed Notes (the �Fixed Note Tender
Offer Consideration,� and together with the Floating Note Tender
Offer Consideration, the �Tender Offer Consideration�) tendered and
accepted for purchase pursuant to the tender offer will be
determined as specified in the tender offer documents and will be
equal to the sum of: (a) the present value on the applicable
payment date for the tender of Fixed Notes of (i) $1,039.38 (which
is equal to the redemption price on December 15, 2008, the earliest
possible redemption date (the �Fixed Note Redemption Date�) for the
Notes) and (ii) the remaining scheduled interest payments on such
Notes to and including the Fixed Note Redemption Date, determined
on the basis of a yield to the Fixed Note Redemption Date equal to
the sum of (A) the yield on the 3.375% U.S. Treasury Security due
December 15, 2008 (the �Reference Treasury Security�), based on the
bid side price for the Reference Treasury Security on the Fixed
Note price determination date, in each case as calculated by
Barclays Capital Inc. in accordance with standard market practice,
as described in the tender offer documents, plus (B) a fixed spread
of 50 basis points; minus (b) accrued and unpaid interest on such
Fixed Notes up to, but not including, the applicable payment date;
minus (c) $20.00 per $1,000 principal amount of such Fixed Notes,
which is equal to the consent payment. The Company will pay accrued
and unpaid interest up to, but not including, the applicable
payment date. Each holder who validly tenders its Notes of either
series and delivers consents on or prior to 5:00 p.m., New York
City time, on January 24, 2008 shall be entitled to a consent
payment, which is included in the total consideration above, of $20
for each $1,000 principal amount of Notes tendered by such holder
if such Notes are accepted for purchase pursuant to the tender
offer. Holders who tender Notes of either series are required to
consent to the proposed amendments to the applicable indenture. Any
tender of Notes on or prior to the consent date may be validly
withdrawn and consents may be validly revoked at any time on or
prior to the consent date, but not thereafter unless the tender
offer and the consent solicitation are terminated without any Notes
being purchased. Holders who tender Notes after the consent date
will not receive the consent payment. 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 receipt of
sufficient consents with respect to the proposed amendments to the
applicable indenture, the consummation of the transactions
contemplated by the Merger Agreement described below and the entry
into the new debt facilities described in the tender 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 (the �Merger Agreement�) entered into 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 tender offer documents which are being sent to holders of each
series of Notes. Holders are urged to read the tender 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 tender 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 tender 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. 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. 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.
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