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”),
had received the requisite consents to adopt all of the proposed
amendments to the indentures related to its outstanding Senior Floating
Rate Notes due 2012 (the “Floating Notes”)
and its outstanding 7 7/8%
Senior Subordinated Notes due 2012 (the “Fixed
Notes” and, together with the Floating
Notes, the “Notes”),
that have been the subject of its consent solicitations and related cash
tender offers.
As of 5:00 p.m., New York City time, on January 24, 2008 (the “Consent
Date”), the Company had received consents
and validly tendered Notes in respect of the following principal amounts
of Notes: $179,160,000 of the Floating Notes (or 99.92%) and
$398,223,000 of the Fixed Notes (or 99.58%).
As a result of the receipt of the requisite consents, the Company has
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
effectiveness of the amendments, which would eliminate most of the
restrictive covenants and certain events of default contained in the
indentures, are conditional upon the Company accepting for purchase the
Notes validly tendered pursuant to the terms of the Offer Documents.
In accordance with the terms of 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no longer be withdrawn and delivered consents may no longer be revoked,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.
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not withdrawn pursuant to the tender offer and the consent solicitation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.