Georgia Gulf Corporation (NYSE: GGC) (“Georgia Gulf”) today announced the commencement of a private offering by Eagle Spinco Inc. (“Splitco”) of $688 million in aggregate principal amount of unsecured senior notes due 2021 (the “Notes”). The Notes will be issued by Splitco, which is currently a subsidiary of PPG Industries, Inc. (NYSE: PPG) (“PPG”). The exact terms of the offering will depend upon the market conditions and other factors.
As previously announced, PPG and Georgia Gulf have entered into definitive agreements under which PPG will separate its commodity chemicals business and then merge it with Georgia Gulf. Splitco is the new company formed by PPG to hold its commodity chemicals business. The Notes are expected to be initially issued by Splitco to PPG as partial consideration for Splitco’s acquisition of PPG’s commodity chemicals business.
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, only in the United States to investors who are “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States to investors who are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.