Goodman Global Holdings, Inc. Announces Receipt of Required Consents in Consent Solicitations for its Senior Floating Rate Notes
25 Janvier 2008 - 2:47PM
Business Wire
Goodman Global, Inc. (NYSE:GGL) today announced that its
wholly-owned subsidiary, Goodman Global Holdings, Inc. (the
�Company�), had received the requisite consents to adopt all of the
proposed amendments to the indentures related to its outstanding
Senior Floating Rate Notes due 2012 (the �Floating Notes�) and its
outstanding 7 7/8% Senior Subordinated Notes due 2012 (the �Fixed
Notes� and, together with the Floating Notes, the �Notes�), that
have been the subject of its consent solicitations and related cash
tender offers. As of 5:00 p.m., New York City time, on January 24,
2008 (the �Consent Date�), the Company had received consents and
validly tendered Notes in respect of the following principal
amounts of Notes: $179,160,000 of the Floating Notes (or 99.92%)
and $398,223,000 of the Fixed Notes (or 99.58%). As a result of the
receipt of the requisite consents, the Company has entered into
supplemental indentures effecting the proposed amendments,
substantially as described in the Offer to Purchase and Consent
Solicitation Statement dated January 10, 2008 and the related
Consent and Letter of Transmittal (the �Offer Documents�), with
Wells Fargo Bank, National Association, the trustee under each of
the indentures. The effectiveness of the amendments, which would
eliminate most of the restrictive covenants and certain events of
default contained in the indentures, are conditional upon the
Company accepting for purchase the Notes validly tendered pursuant
to the terms of the Offer Documents. In accordance with the terms
of the Offer Documents, tendered Notes may no longer be withdrawn
and delivered consents may no longer be revoked, unless the tender
offers and the consent solicitations are terminated without any
Notes being purchased or the Company is required by law to permit
withdrawal or revocation. Holders who have not yet tendered their
Notes may tender until 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 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series validly tendered and not withdrawn pursuant to the tender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
consummation of the transactions contemplated by the Merger
Agreement described below and the entry into the new debt
facilities described in the 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 (as amended, the �Merger Agreement�) entered 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 Offer Documents which are being sent to holders of each series
of Notes. Holders are urged to read the 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 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 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. 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. 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.
Goodman Global (NYSE:GGL)
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