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Georgia Gulf Corporation Commences Tender Offer and Consent Solicitation for
10-3/8% Senior Subordinated Notes
ATLANTA, Nov. 3 /PRNewswire-FirstCall/ -- Georgia Gulf Corporation (GGC)
announced today that it has commenced a tender offer for any and all of its $200
million outstanding principal amount of 10-3/8% Senior Subordinated Notes due
2007. In conjunction with the tender offer, noteholder consents are being
solicited to effect certain amendments to the indenture governing the notes.
The purchase price of $1,033.13 will be paid for notes validly tendered and
accepted for purchase, as well as accrued and unpaid interest up to, but not
including, the payment date. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on Tuesday, December 2, 2003, unless extended or
earlier terminated. In addition, noteholders will receive a consent payment of
$20.00 per $1,000 principal amount of notes validly tendered and accepted for
purchase pursuant to the offer if they tender their Notes and provide their
consents to the proposed amendments on or prior to 5:00 P.M., New York City
time, on Monday, November 17, 2003, unless such date is extended or earlier
terminated. The total consideration for notes tendered with consents and not
withdrawn prior to the expiration of the consent period on November 17, 2003
will be $1053.13 per $1,000 principal amount of notes tendered.
Noteholders who tender their notes will be required to consent to the proposed
amendments, and noteholders may not deliver consents to the proposed amendments
without tendering their notes in the tender offer. Notes validly tendered prior
to the consent date of November 17, 2003 that are not validly withdrawn prior to
the consent date may not be withdrawn, and related consents may not be revoked,
after the consent date. Notes tendered after the consent date may be withdrawn
prior to the expiration date of the tender offer.
The obligations to accept for purchase and to pay for notes in the tender offer
is conditioned on, among other things, the following:
- there being validly tendered and not validly withdrawn a majority in
aggregate principal amount of the outstanding notes,
- the execution of a supplemental indenture to the indenture governing
the notes, following receipt of consents to the proposed amendments
from the holders of not less than a majority in aggregate principal
amount of outstanding notes,
- the receipt by the Company of consent to the tender offer and consent
solicitation under the Company's credit agreement, and
- there being available from one or more financings, including new bank
financing, all of the proceeds necessary to fund the payment of the
aggregate consideration payable for the notes and for the consents duly
delivered and the other expenses of the tender offer.
Georgia Gulf has retained J.P. Morgan Securities Inc. and Banc of America
Securities LLC to serve as the Dealer Managers and Solicitation Agents for the
tender offer and consent solicitation. SunTrust Bank is acting as the
Depositary and Trustee in the tender offer and consent solicitation. D. F. King
& Co., Inc. is acting as the Information Agent in the tender offer and consent
solicitation.
The tender offer and consent solicitation is made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated November 3, 2003 and a related
Letter of Transmittal and Consent, which more fully describe the terms and
conditions of the tender offer and consent solicitation.
This announcement is not an offer to purchase, a solicitation of an offer to
purchaser, or a solicitation of consents. The tender offer and consent
solicitation are made solely by means of the Offer to Purchase and Consent
Solicitation Statement.
Georgia Gulf, headquartered in Atlanta, is a major manufacturer and marketer of
two integrated product lines, chlorovinyls and aromatics. Georgia Gulf's
chlorovinyl products include chlorine, caustic soda, vinyl chloride monomer and
vinyl resins and compounds. Georgia Gulf's primary aromatic products include
cumene, phenol and acetone.
This news release contains forward-looking statements subject to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on management's assumptions regarding
business conditions, and actual results may be materially different. Risks and
uncertainties inherent in these assumptions include, but are not limited to,
future global economic conditions, economic conditions in the industries to
which the company sells, industry production capacity, raw material and energy
costs and other factors discussed in the Securities and Exchange Commission
filings of Georgia Gulf Corporation, including our annual report on Form 10-K
for the year ended December 31, 2002 and our subsequent reports on Form 10-Q.
Contact: Jim Matthews, Vice President, Treasurer, Georgia Gulf Corporation,
770-395-4577
DATASOURCE: Georgia Gulf Corporation
CONTACT: Jim Matthews, Vice President, Treasurer, Georgia Gulf
Corporation, +1-770-395-4577