Goodman Global, Inc. (NYSE:GGL) today announced that its wholly-owned subsidiary, Goodman Global Holdings, Inc. (the �Company�), has determined the consideration to be paid in the previously announced cash tender offer and consent solicitation for any and all of its outstanding 77/8% Senior Subordinated Notes due 2012 (the �Fixed Notes�). The consideration payable in respect of the consent solicitation and related tender offer for all of the Company�s outstanding Senior Floating Rate Notes due 2012 (the �Floating Notes� and together with the Fixed Notes, the �Notes�) is set forth in the Offer to Purchase and Consent Solicitation Statement of the Company dated January 10, 2008 that was previously distributed to holders of the Floating Notes. The tender offers will expire at 8:00 a.m., New York City time, on February 8, 2008, unless extended or earlier terminated (such time and date, the �Expiration Date�). The tender offers and consent solicitations are being conducted in connection with the previously announced agreement of Goodman Global, Inc. to merge with an affiliate of Hellman & Friedman LLC (the �Merger�). The total consideration for the Fixed Notes, which will be payable in respect of Fixed Notes accepted for payment that were validly tendered with consents delivered and not withdrawn on or prior to 5:00 p.m., New York City time, on January 24, 2008, will be an amount equal to the total consideration specified in the table below for each $1,000 principal amount of Fixed Notes. The purchase price for the Fixed Notes specified in the table below, which will be paid in respect of Fixed Notes accepted for payment that are validly tendered subsequent to 5:00 p.m., New York City time, on January 24, 2008, but on or prior to the Expiration Date, will be an amount equal to the total consideration minus the consent payment of $20 per $1,000 principal amount. In addition to the total consideration or tender offer consideration, as applicable, payable in respect of Notes purchased in the tender offers, the Company will pay accrued and unpaid interest to but not including the payment date for Notes purchased in the tender offers. Title of Security � CUSIP Number � Reference UST Yield � Fixed Spread � Repurchase Yield Tender Offer Consideration � Consent Payment � Total Consideration � Accrued Interest 77/8% Senior Subordinated Notes due 2012 382383AG2 382383AF4 2.219% 0.500% 2.719% 1,061.60 $20.00 $1,081.60 $11.59 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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