Goodman Global (NYSE:GGL)
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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with consents delivered and not withdrawn on or prior to 5:00 p.m., New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.