Goodman Global (NYSE:GGL)
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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be withdrawn and delivered consents may no longer be revoked, unless the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tendered and not withdrawn pursuant to the tender offer and the consent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.