Owens Corning Announces Early Tender Results of Cash Tender Offers for Any and All of its 9.000% Senior Notes due 2019 and Up to $140 Million Aggregate Principal Amount of its 7.000% Senior Notes due 2036 and Election of Early Settlement
TOLEDO, Ohio–(BUSINESS WIRE)–Owens Corning (NYSE:OC) today announced the early tender results for its
previously announced cash tender offers (the “Tender Offers”) to
purchase (i) any and all of its 9.000% Senior Notes due 2019 (the “2019
Notes”) and (ii) up to $140,000,000 aggregate principal amount of its
7.000% Senior Notes due 2036 (the “2036 Notes,” and together with the
2019 Notes, the “Outstanding Notes”) and its election, with respect to
Outstanding Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Time (as defined below), to make payment for such
Outstanding Notes on July 7, 2017 (the “Early Settlement Date”).
The terms and conditions of the Tender Offers are described in the Offer
to Purchase, dated June 21, 2017 (the “Offer to Purchase”), which sets
forth a complete description of the terms and conditions of the Tender
Offers and the related Letter of Transmittal (the “Letter of
Transmittal”).
The table below identifies the principal amount of each series of
Outstanding Notes validly tendered and not validly withdrawn as of 5:00
p.m., New York City time, on July 5, 2017 (the “Early Tender Time”) and
the principal amount of each series that Owens Corning has accepted for
purchase, as well as the relevant approximate proration factor for the
2036 Notes.
CUSIP |
Title of |
Aggregate |
Series Cap |
Principal |
Principal |
Approximate |
||||||||||||
690742AC5 |
9.000% |
$144,294,000 | N/A | $82,198,000 | $82,198,000 | N/A | ||||||||||||
690742AB7 |
7.000% |
$550,000,000 | $140,000,000 | $335,408,000 |
$139,748,000 |
42% | ||||||||||||
Owens Corning will calculate the consideration to be paid to holders who
validly tendered and did not validly withdraw their Outstanding Notes at
or prior to the Early Tender Time in the manner described in the Offer
to Purchase by reference to the applicable fixed spread over the
bid-side yield of the applicable reference security, calculated as of
2:00 p.m., New York City time, on July 6, 2017.
Because the Tender Offer with respect to the 2036 Notes is fully
subscribed as of the Early Tender Time, Holders who validly tender any
2036 Notes after the Early Tender Time will not have any of their 2036
Notes accepted for payment.
BofA Merrill Lynch and Wells Fargo Securities, LLC are acting as dealer
managers for the Tender Offers. The tender and information agent for the
Tender Offers is D.F. King & Co., Inc.
Requests for documentation for the Tender Offers should be directed to
D.F. King & Co., Inc. at (877) 297-1747 (U.S. toll-free) or (212)
269-5550 (banks and brokers). Questions regarding the Tender Offers
should be directed to BofA Merrill Lynch at (888) 292-0072 (toll-free)
or (980) 387-3907 (collect) or Wells Fargo Securities, LLC at (866)
309-6316 (toll-free) or (704) 410-4760 (collect).
This news release is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Tender Offers are made only
by and pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal. The Tender Offers are not being made 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 or “blue sky”
laws require offers to be made by a licensed broker or dealer, any offer
will be deemed to be made on behalf of Owens Corning by a dealer
manager, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction. None of Owens Corning, the dealer
managers or the tender and information agent makes any recommendations
as to whether holders should tender their Outstanding Notes pursuant to
the Tender Offers.
About Owens Corning
Owens Corning (NYSE:OC) develops, manufactures and markets insulation,
roofing, and fiberglass composites. Global in scope and human in scale,
the company’s market-leading businesses use their deep expertise in
materials, manufacturing and building science to develop products and
systems that save energy and improve comfort in commercial and
residential buildings. Through its glass reinforcements business, the
company makes thousands of products lighter, stronger and more durable.
Ultimately, Owens Corning people and products make the world a better
place. Based in Toledo, Ohio, Owens Corning posted 2016 sales of $5.7
billion and employs 17,000 people in 33 countries. It has been a Fortune
500® company for 63 consecutive years. For more information, please
visit www.owenscorning.com.
This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These forward-looking statements
are subject to risks, uncertainties and other factors and actual results
may differ materially from those results projected in the statements.
These risks, uncertainties and other factors include, without
limitation: our ability to successfully integrate Pittsburgh Corning
Corporation and Pittsburgh Corning Europe NV; relationships with key
customers; levels of residential and commercial construction activity;
competitive and pricing factors; levels of global industrial production;
demand for our products; industry and economic conditions that affect
the market and operating conditions of our customers, suppliers or
lenders; domestic and international economic and political conditions,
including new legislation, policies or other governmental actions by the
U.S. presidential administration and Congress; foreign exchange and
commodity price fluctuations; our level of indebtedness; weather
conditions; availability and cost of credit; availability and cost of
energy and raw materials; issues involving implementation and protection
of information technology systems; labor disputes; legal and regulatory
proceedings, including litigation and environmental actions; our ability
to utilize our net operating loss carryforwards; research and
development activities and intellectual property protection; interest
rate movements; uninsured losses; issues related to acquisitions,
divestitures and joint ventures; achievement of expected synergies, cost
reductions and/or productivity improvements; defined benefit plan
funding obligations; price volatility in certain wind energy markets in
the U.S. and factors detailed from time to time in the company’s
Securities and Exchange Commission filings. The information in this news
release speaks as of July 6, 2017, and is subject to change. The company
does not undertake any duty to update or revise forward-looking
statements except as required by federal securities laws. Any
distribution of this news release after that date is not intended and
should not be construed as updating or confirming such information.
Owens Corning Investor Relations News
Contacts
Owens Corning
Media Queries
Chuck Hartlage,
+1-419-248-5395
[email protected]
or
Investor
Queries
Thierry Denis, +1-419-248-5748
[email protected]