Goodman Global, Inc. (NYSE:GGL) (�Goodman�) today announced that its wholly owned subsidiary, Goodman Global Holdings, Inc. (the �Company�), has completed its previously announced tender offers and consent solicitations for its Senior Floating Rate Notes due 2012 (the �Floating Notes�) and 7-7/8% Senior Subordinated Notes due 2012 (the �Fixed Notes�). The tender offers expired at 8:00 a.m. New York City time on February 13, 2008. The Company has accepted for purchase $179,294,000 principal amount of the outstanding $179,300,000 principal amount of its Floating Notes and $399,536,000 principal amount of the outstanding $400,000,000 principal amount of its Fixed Notes. The tender offers and consent solicitations were conducted in connection with the previously announced agreement of Goodman to merge with an affiliate of Hellman & Friedman LLC. On January 24, 2008, the Company 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 amendments, which eliminated most of the restrictive covenants and certain events of default contained in the indentures, are now effective. The Company also announced today that it is calling for redemption all of its remaining outstanding Floating Notes and Fixed Notes. Interest on the Notes will cease to accrue on the redemption date for each series of Notes, which is March 14, 2008. The cash redemption price for the Floating Notes is 101% of the outstanding principal amount thereof and the cash redemption price for the Fixed Notes is 100% of the outstanding principal amount thereof plus an applicable premium. Goodman will pay accrued and unpaid interest of approximately $19.75 for each $1,000 principal amount of Floating Notes redeemed and $19.47 for each $1,000 principal amount of Fixed Notes redeemed, which amounts include accrued and unpaid interest up to, but not including, the redemption date. As of February 13, 2008, $6,000 aggregate principal amount of Floating Notes and $464,000 aggregate principal amount of Fixed Notes were outstanding. The formal redemption notice required by each indenture has been sent to the trustee. The redemption of the Floating Notes and the Fixed Notes and the payment of the redemption price will be in accordance with the terms specified in the redemption notice and the redemption procedures of the trustee. As a result of the completion of the tender offers, the notice of redemption and deposit of the redemption payment with the trustee, the Company�s obligations under the indentures have been discharged. The Company retained Barclays Capital Inc. to act as Dealer Manager in connection with the tender offers and Solicitation Agent in connection with the consent solicitations. Questions about the tender offers and consent solicitations 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 offers and consent solicitations, at (866) 470-4200 (toll free) or (212) 430-3774 (collect). The tender offers and consent solicitations were 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. The tender offers and consent solicitations were not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not have been 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 required the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations were deemed to have been 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 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 make payment for Notes accepted for payment. 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 make payment for the Notes accepted in the tender offers and consent solicitations 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.
Goodman Global (NYSE:GGL)
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