USG Corporation (NYSE:USG) today announced the pricing of a private offering of $350 million aggregate principal amount of its 5.875% senior notes due 2021. The notes will be the unsecured obligations of USG, and USG’s obligations under the notes will be guaranteed on a senior unsecured basis by certain of its domestic subsidiaries. The offering of the notes is expected to close on or about October 31, 2013.
USG intends to use the net proceeds from the sale of the notes to fund a portion of USG’s initial $500 million cash investment (consisting of the net proceeds of sale of the notes and cash on hand) in its previously announced proposed joint venture with Boral Limited. If USG does not complete the joint venture, USG intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include the repayment of indebtedness, the funding of pension obligations, working capital, capital expenditures and potential acquisitions.
The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. When issued, the notes will not have been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering circular.