Owens Corning Announces Extension Of The Price Determination Date, The Early Tender Date, Expected Early Settlement Date, Expiration Date And Final Settlement Date For Its Previously Announced Cash Tender Offers
TOLEDO, Ohio, Oct. 29, 2012 /PRNewswire/ -- Owens Corning (NYSE: OC) today announced, due to market interruptions related to Hurricane Sandy, that it is further amending the terms of its offers to purchase for cash up to $250 million aggregate principal amount of its 6.500% Senior Notes due 2016 (the "2016 Notes") and up to $100 million aggregate principal amount of its 9.000% Senior Notes due 2019 (the "2019 Notes" and together with the 2016 Notes, the "Outstanding Notes") to extend the Price Determination Date, Early Tender Date, expected Early Settlement Date, Expiration Date and Final Settlement Date.
Except for the amendments described herein, the terms and conditions of the Tender Offers are described in the Offers to Purchase For Cash, dated October 17, 2012 (the "Offer to Purchase"), which sets forth a complete description of the terms and conditions of the Tender Offers, as amended by a press release dated October 19, 2012, and the related Letter of Transmittal (the "Letter of Transmittal").
The previously announced Price Determination Date with respect to the Tender Offers has been extended to 2 p.m., New York City time, on November 1, 2012 (unless further extended with respect to either or both series of Outstanding Notes).
The previously announced Early Tender Date for Outstanding Notes validly tendered pursuant to the Tender Offers has been extended to 5 p.m., New York City time, on November 1, 2012 (unless further extended with respect to either or both series of Outstanding Notes). For Outstanding Notes tendered on or prior to the Early Tender Date, not subsequently validly withdrawn, and accepted for payment, Owens Corning has the option for settlement to occur on the Early Settlement Date, which is expected to be November 2, 2012, the first business day following the Early Tender Date.The previously announced Expiration Date for Notes validly tendered pursuant to the Offers has been extended to midnight, New York City time, at the end of November 16, 2012 (unless further extended). Settlement for Outstanding Notes tendered after the Early Tender Date, but at or prior to the Expiration Date, is expected to occur on November 19, 2012 the first business day following the Expiration Date, unless extended. As of the close of business on October 29, 2012, $227,321,000 of the 2016 Notes and $106,679,000 of the 2019 Notes had been tendered. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as dealer managers for the Tender Offers. The tender and information agent for the Tender Offers is D.F. King & Co., Inc. Requests for documentation for the Tender Offers should be directed to D.F. King & Co., Inc. at (800) 290-6426 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (U.S. toll-free) or (646) 855-3401 (collect) and Wells Fargo Securities, LLC at (866) 309-6316 (U.S. toll-free) or (704) 715-8341 (collect). This news release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made 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 or "blue sky" laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Owens Corning by a dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of Owens Corning, the dealer managers or the tender and information agent makes any recommendations as to whether holders should tender their Outstanding Notes pursuant to the Tender Offers.
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