GGL Goodman Global

Goodman Global, Inc. (NYSE:GGL) today announced that its wholly-owned subsidiary, Goodman Global Holdings, Inc. (the �Company�), has commenced a cash tender offer for any and all of its outstanding $179.3�million aggregate principal amount Senior Floating Rate Notes due 2012 (the �Floating Notes�) and $400.0 million aggregate principal amount 77/8% Senior Subordinated Notes due 2012 (the �Fixed Notes� and, together with the Floating Notes, the �Notes�) on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated January�10, 2008 and the related Consent and Letter of Transmittal. The Company is also soliciting consents to certain proposed amendments to the indentures governing the Notes to eliminate most of the restrictive covenants and certain events of default. The tender offer documents more fully set forth the terms of the tender offer and consent solicitation in respect of each series of Notes. The tender offer will expire at 8:00�a.m., New York City time, on February�8, 2008, unless extended or earlier terminated by the Company. The Company reserves the right to terminate, withdraw or amend the tender offer and consent solicitation in respect of each series of Notes at any time subject to applicable law. The consideration for each $1,000 principal amount of Floating Notes (the �Floating Note Tender Offer Consideration�) tendered and accepted for purchase pursuant to the tender offer shall be $1,010.00, minus $20.00 per $1,000 principal amount of the Floating Notes, which is equal to the consent payment. The consideration for each $1,000 principal amount of Fixed Notes (the �Fixed Note Tender Offer Consideration,� and together with the Floating Note Tender Offer Consideration, the �Tender Offer Consideration�) tendered and accepted for purchase pursuant to the tender offer will be determined as specified in the tender offer documents and will be equal to the sum of: (a) the present value on the applicable payment date for the tender of Fixed Notes of (i) $1,039.38 (which is equal to the redemption price on December 15, 2008, the earliest possible redemption date (the �Fixed Note Redemption Date�) for the Notes) and (ii) the remaining scheduled interest payments on such Notes to and including the Fixed Note Redemption Date, determined on the basis of a yield to the Fixed Note Redemption Date equal to the sum of (A) the yield on the 3.375% U.S. Treasury Security due December 15, 2008 (the �Reference Treasury Security�), based on the bid side price for the Reference Treasury Security on the Fixed Note price determination date, in each case as calculated by Barclays Capital Inc. in accordance with standard market practice, as described in the tender offer documents, plus (B) a fixed spread of 50 basis points; minus (b) accrued and unpaid interest on such Fixed Notes up to, but not including, the applicable payment date; minus (c) $20.00 per $1,000 principal amount of such Fixed Notes, which is equal to the consent payment. The Company will pay accrued and unpaid interest up to, but not including, the applicable payment date. Each holder who validly tenders its Notes of either series and delivers consents on or prior to 5:00 p.m., New York City time, on January 24, 2008 shall be entitled to a consent payment, which is included in the total consideration above, of $20 for each $1,000 principal amount of Notes tendered by such holder if such Notes are accepted for purchase pursuant to the tender offer. Holders who tender Notes of either series are required to consent to the proposed amendments to the applicable indenture. Any tender of Notes on or prior to the consent date may be validly withdrawn and consents may be validly revoked at any time on or prior to the consent date, but not thereafter unless the tender offer and the consent solicitation are terminated without any Notes being purchased. Holders who tender Notes after the consent date will not receive the consent payment. The Company�s obligation to accept for purchase, and to pay for, Notes of either series validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of certain conditions, including, but not limited to, the receipt of sufficient consents with respect to the proposed amendments to the applicable indenture, the consummation of the transactions contemplated by the Merger Agreement described below and the entry into the new debt facilities described in the tender offer documents. The Company intends to finance the purchase of the Notes and related fees and expenses with a combination of available cash, equity contributions by the investors in Chill Holdings, Inc. (�Purchaser�) and/or debt financing received by Purchaser and its subsidiary Chill Acquisition, Inc. (�Merger Sub�), in connection with a Merger Agreement (the �Merger Agreement�) entered into on October�21, 2007. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company. The complete terms and conditions of the tender offer and the consent solicitation are set forth in the tender offer documents which are being sent to holders of each series of Notes. Holders are urged to read the tender offer documents carefully. The Company has retained Barclays Capital Inc. to act as Dealer Manager in connection with the tender offer and Solicitation Agent in connection with the consent solicitation. Questions about the tender offer and consent solicitation may be directed to Barclays Capital Inc. at (866) 307-8991 (toll free) or (212) 412-4072 (collect). Copies of the tender offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (866) 470-4200 (toll free) or (212) 430-3774 (collect). The tender offer and consent solicitation is being made solely by means of the tender offer documents. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell either series of the Notes or any other securities of the Company or Goodman Global, Inc. It also is not a solicitation of consents to the proposed amendments to each of the indentures. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent. Forward Looking Statements This release contains forward-looking statements within the meaning of the �safe harbor� provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may affect our financial information and the Company�s ability to complete the tender offer and the consent solicitation. Any forward-looking statements speak only as of the date of this release and, except to the extent required by applicable securities laws, we expressly disclaim any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Factors that could affect our financial information and the Company�s ability to complete the tender offer and the consent solicitation include, but are not limited to: changes in general economic and business conditions; our ability to compete in specific geographic markets or business segments that are material to us; an economic downturn; changes in weather patterns and seasonal fluctuations; significant increases in the cost of raw materials and components; a decline in our relations with our key distributors; and damage or injury caused by our products. Additional information concerning factors that may influence our financial information is discussed under �Risk Factors,� �Management�s Discussion and Analysis of Financial Condition and Results of Operations,� �Quantitative and Qualitative Disclosures About Market Risk� and �Forward-Looking Statements� in our Annual Report on Form 10-K for the year ended December 31, 2006, and under �Risk Factors,� �Management�s Discussion and Analysis of Financial Condition and Results of Operations,� �Quantitative and Qualitative Disclosures About Market Risk� and �Forward-Looking Statements� in our Quarterly Reports on Form 10-Q for the quarter ended September 30, 2007, as well as in our press releases and other periodic filings with the Securities and Exchange Commission. Such filings are available publicly and may be obtained from our web site at www.goodmanglobal.com. About Goodman Houston-based Goodman Global, Inc. is the second-largest domestic unit manufacturer of heating, ventilation and air conditioning products for residential and light-commercial use. Goodman�s products are predominantly marketed under the Goodman�, Amana� and Quietflex� brand names, and are sold through company-operated and independent distribution networks with more than 850 distribution points throughout North America. For more information about Goodman, visit www.goodmanglobal.com. Amana� is a trademark of Maytag Corporation and is used under license to Goodman Company, L.P. All rights reserved.