Goodman Completes Tender Offers for Senior Floating Rate and Senior Subordinated Notes
February 13 2008 - 2:44PM
Business Wire
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.
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