Goodman Global (NYSE:GGL)
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Goodman Global, Inc. (NYSE:GGL) (“Goodman”)
today announced that its wholly owned subsidiary, Goodman Global
Holdings, Inc. (the “Company”),
has completed its previously announced tender offers and consent
solicitations for its Senior Floating Rate Notes due 2012 (the “Floating
Notes”) and 7-7/8% Senior Subordinated Notes
due 2012 (the “Fixed Notes”).
The tender offers expired at 8:00 a.m. New York City time on February
13, 2008. The Company has accepted for purchase $179,294,000 principal
amount of the outstanding $179,300,000 principal amount of its Floating
Notes and $399,536,000 principal amount of the outstanding $400,000,000
principal amount of its Fixed Notes. The tender offers and consent
solicitations were conducted in connection with the previously announced
agreement of Goodman to merge with an affiliate of Hellman & Friedman
LLC.
On January 24, 2008, the Company entered into supplemental indentures
effecting the proposed amendments, substantially as described in the
Offer to Purchase and Consent Solicitation Statement dated January 10,
2008 and the related Consent and Letter of Transmittal (the “Offer
Documents”), with Wells Fargo Bank, National
Association, the trustee under each of the indentures. The amendments,
which eliminated most of the restrictive covenants and certain events of
default contained in the indentures, are now effective.
The Company also announced today that it is calling for redemption all
of its remaining outstanding Floating Notes and Fixed Notes. Interest on
the Notes will cease to accrue on the redemption date for each series of
Notes, which is March 14, 2008. The cash redemption price for the
Floating Notes is 101% of the outstanding principal amount thereof and
the cash redemption price for the Fixed Notes is 100% of the outstanding
principal amount thereof plus an applicable premium. Goodman will pay
accrued and unpaid interest of approximately $19.75 for each $1,000
principal amount of Floating Notes redeemed and $19.47 for each $1,000
principal amount of Fixed Notes redeemed, which amounts include accrued
and unpaid interest up to, but not including, the redemption date. As of
February 13, 2008, $6,000 aggregate principal amount of Floating Notes
and $464,000 aggregate principal amount of Fixed Notes were outstanding.
The formal redemption notice required by each indenture has been sent to
the trustee. The redemption of the Floating Notes and the Fixed Notes
and the payment of the redemption price will be in accordance with the
terms specified in the redemption notice and the redemption procedures
of the trustee.
As a result of the completion of the tender offers, the notice of
redemption and deposit of the redemption payment with the trustee, the
Company’s obligations under the indentures
have been discharged.
The Company retained Barclays Capital Inc. to act as Dealer Manager in
connection with the tender offers and Solicitation Agent in connection
with the consent solicitations. Questions about the tender offers and
consent solicitations 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
offers and consent solicitations, at (866) 470-4200 (toll free) or (212)
430-3774 (collect).
The tender offers and consent solicitations were 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.
The tender offers and consent solicitations were not made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not have been 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 required the tender offers and consent
solicitations to be made by a licensed broker or dealer, the tender
offers and consent solicitations were deemed to have been 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 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 make
payment for Notes accepted for payment. 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 make
payment for the Notes accepted in the tender offers and consent
solicitations 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.