Georgia Gulf Corporation (NYSE: GGC) (the “ Company”) today announced that it has commenced a cash tender offer for any and all of its outstanding $450.0 million aggregate principal amount of 9% Senior Secured Notes due 2017 (CUSIP Nos. 373200AV6 and U37332AG5) (the “ Notes”). The Company also announced a concurrent consent solicitation for proposed amendments to the indenture dated as of December 22, 2009 (as amended, supplemented or otherwise modified as of the date hereof, the “ Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the “ Trustee”), under which the Notes were issued. The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated January 17, 2013 (the “ Offer to Purchase”) and the related Letter of Transmittal and Consent. Holders that tender their Notes pursuant to the tender offer will be deemed to have consented to the proposed amendments to the Indenture.
The tender offer will expire at 9:00 a.m., New York City time, on February 15, 2013 unless extended or earlier terminated (such time and date, as the same may be extended, the “ Expiration Date”). Holders of Notes (“ Holders”) must tender their Notes and provide their consents to the amendments to the Indenture on or before 5:00 p.m., New York City time, on January 31, 2013, unless extended (such time and date, as the same may be extended, the “ Consent Payment Deadline”), in order to be eligible to receive the Total Consideration (as defined below). Holders of Notes who tender their Notes after the Consent Payment Deadline and on or before the Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below). Following the Expiration Date, the Company intends to redeem the balance of outstanding Notes, if any.
The following table summarizes the material pricing terms.
|ConsentPaymentDeadline||Tender OfferConsideration 1||ConsentPayment||TotalConsideration 1|
|$450,000,000|| 5:00 p.m.
New York City time,
January 31, 2013
For each $1,000 principal amount of Notes. Accrued but unpaid interest from, and including, the most recent interest payment date for the Notes to, but not including, the applicable payment date, will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
The “ Total Consideration” for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, prior to the Consent Payment Deadline and accepted for purchase is $1,124.23. The “ Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, after the Consent Payment Deadline but prior to the Expiration Date and accepted for purchase is $1,094.23. The Tender Offer Consideration is the Total Consideration minus the Consent Payment (as defined below). Holders who validly tender, and do not validly withdraw, Notes accepted for payment by the Company will also receive accrued and unpaid interest from, and including, the most recent interest payment date for the Notes to, but not including, the applicable payment date.The “ Consent Payment” is an amount equal to $30.00 per $1,000 principal amount of Notes and will be payable only with respect to each Note that is validly received, and not validly withdrawn, on or before the Consent Payment Deadline. The Consent Payment is included in the Total Consideration and is not in addition to the Total Consideration. Holders may not tender Notes without delivering consents with respect to such Notes, nor may Holders give their consents in respect of any Notes they do not tender. The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including (1) receipt by the Company, on or prior to the Initial Acceptance Date (as defined in the Offer to Purchase), of net proceeds from a new debt financing or financings on terms and conditions satisfactory to the Company which will in the aggregate provide the Company with funds sufficient to pay (x) the Total Consideration (as defined below) in respect of all Notes (regardless of the actual amount of Notes tendered) and (y) estimated fees and expenses relating to the Offer to Purchase, (2) the consummation, on or prior to the Initial Acceptance Date, of the Transactions (as defined in the Offer to Purchase), and (3) that (a) Holders of at least a majority in aggregate principal amount of outstanding Notes validly deliver, and do not validly revoke, consents to amend and supplement the Indenture to give effect to the proposed amendments and (b) an amendment to the Indenture is executed by the Company, certain guarantors party thereto and the Trustee.