Goodman Global Holdings, Inc. Extends Tender Offer Expiration Date for Debt Securities
07 Fevereiro 2008 - 10:03PM
Business Wire
Goodman Global, Inc. (NYSE:GGL) today announced that Goodman Global
Holdings, Inc., its wholly owned subsidiary (the �Company�), is
extending its previously announced tender offer for any and all of
its outstanding $179.3�million aggregate principal amount of Senior
Floating Rate Notes due 2012 (the �Floating Notes�) and $400.0
million aggregate principal amount of 7 7/8% Senior Subordinated
Notes due 2012 (the �Fixed Notes� and, together with the Floating
Notes, the �Notes�). The tender offers 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 tender offers will now expire at 8:00 a.m.,
New York City time, on February 13, 2008 (the �Expiration Date�),
unless further extended by the Company in its sole discretion. As
of 5:00 p.m., New York City time on February 6, 2008, in connection
with the concurrent consent solicitations, the Company had received
consents and validly tendered Notes in respect of the following
principal amounts of Notes: $179,294,000 of the Floating Notes (or
approximately 99.99%) and $398,480,000 of the Fixed Notes (or
approximately 99.62%). In accordance with the terms of the Offer to
Purchase and Consent Solicitation Statement dated January 10, 2008
and the related Consent and Letter of Transmittal (the �Offer
Documents�), tendered Notes may no longer be withdrawn and
delivered consents may no longer be revoked, unless the tender
offers and the consent solicitations are terminated without any
Notes being purchased or the Company is required by law to permit
withdrawal or revocation. 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withdrawn pursuant to the tender offer and the consent solicitation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 the Agreement and Plan of Merger (as amended, 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 Offer Documents which
were 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 offers and consent
solicitations are 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. The tender offers and
consent solicitations are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the tender offers and consent solicitations
to be made by a licensed broker or dealer, the tender offers and
consent solicitations will be deemed to be made on behalf of the
Company by the dealer manager or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
Cautionary Note on Forward-Looking Statements This release contains
forward-looking statements. 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(R), Amana(R) and Quietflex(R) 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(R) is a trademark of Maytag
Corporation and is used under license to Goodman Company, L.P. All
rights reserved.
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