Georgia Gulf Reports Third-Quarter 2012 Financial Results
Liquidity and Debt Reduction
As of September 30, 2012, the company had $118.5 million of cash on hand as well as approximately $288 million of borrowing capacity available under its asset-based loan (ABL) facility.
As previously disclosed, on October 12 Georgia Gulf redeemed $50 million of face value of its 9 percent senior secured notes due in 2017. Since the company’s restructuring in July 2009, it has repaid approximately $220 million of debt.
Update on announced Merger with PPG’s Commodity Chemicals BusinessOn July 19, 2012, PPG Industries, Inc. (“PPG”) and Georgia Gulf announced that the boards of directors of both companies had approved definitive agreements under which PPG will separate its commodity chemicals business and then merge it with Georgia Gulf. The terms of the transaction call for PPG to form a new company by separating its commodity chemicals business through a spinoff or split off, and then immediately merging the business with Georgia Gulf or a Georgia Gulf subsidiary in a Reverse Morris Trust transaction. The merger will result in PPG shareholders receiving approximately 50.5 percent of the shares of the merged company (“The Newly Merged Company”), with existing Georgia Gulf shareholders owning approximately 49.5 percent of The Newly Merged Company. Additionally, The Newly Merged Company will assume approximately $95 million of debt, about $87 million of non-controlling interest, and related environmental liabilities, pension assets and liabilities and other post-employment benefits obligations from PPG. The transaction is subject to approval by Georgia Gulf shareholders and customary closing conditions, relevant tax authority rulings and regulatory approvals and is expected to be completed by early 2013. As of November 6, 2012, the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act had expired, and the company had received a no-action letter from the Canadian Competition Bureau, together with a waiver of the notification and waiting period requirements in respect to the merger.
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