Goodman Global, Inc. (NYSE:GGL) today announced that Goodman Global Holdings, Inc., its wholly owned subsidiary (the �Company�), is extending its previously announced tender offer for any and all of its outstanding $179.3�million aggregate principal amount of Senior Floating Rate Notes due 2012 (the �Floating Notes�) and $400.0 million aggregate principal amount of 7 7/8% Senior Subordinated Notes due 2012 (the �Fixed Notes� and, together with the Floating Notes, the �Notes�). The tender offers 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 tender offers will now expire at 8:00 a.m., New York City time, on February 13, 2008 (the �Expiration Date�), unless further extended by the Company in its sole discretion. As of 5:00 p.m., New York City time on February 6, 2008, in connection with the concurrent consent solicitations, the Company had received consents and validly tendered Notes in respect of the following principal amounts of Notes: $179,294,000 of the Floating Notes (or approximately 99.99%) and $398,480,000 of the Fixed Notes (or approximately 99.62%). In accordance with the terms of the Offer to Purchase and Consent Solicitation Statement dated January 10, 2008 and the related Consent and Letter of Transmittal (the �Offer Documents�), tendered Notes may no longer be withdrawn and delivered consents may no longer be revoked, unless the tender offers and the consent solicitations are terminated without any Notes being purchased or the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. 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 The Company's obligation to accept for purchase, and to pay for, Notes of either series validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of certain conditions, including, but not limited to, the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 the Agreement and Plan of Merger (as amended, 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 Offer Documents which were 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 offers and consent solicitations are 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. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Cautionary Note on Forward-Looking Statements This release contains forward-looking statements. 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(R), Amana(R) and Quietflex(R) 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(R) is a trademark of Maytag Corporation and is used under license to Goodman Company, L.P. All rights reserved.
Goodman Global (NYSE:GGL)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024 Plus de graphiques de la Bourse Goodman Global
Goodman Global (NYSE:GGL)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024 Plus de graphiques de la Bourse Goodman Global