TOLEDO, Ohio--(BUSINESS WIRE)--
Owens Corning (NYSE: OC) today announced the determination of the
pricing 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”).
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”).
Owens Corning will pay holders who validly tendered and did not validly
withdraw their Outstanding Notes at or prior to 5:00 p.m., New York City
time, on July 5, 2017 (the “Early Tender Time”), the Total Tender Offer
Consideration of $1,134.45 for each $1,000 principal amount of its 2019
Notes accepted for purchase and $1,336.38 for each $1,000 principal
amount of its 2036 Notes accepted for purchase, plus, in each case,
accrued and unpaid interest up to, but not including, the applicable
Settlement Date (as defined below). The applicable Total Tender Offer
Consideration for each $1,000 principal amount of Outstanding Notes
validly tendered and accepted for purchase was determined in the manner
described in the Offer to Purchase, calculated as of 2:00 p.m., New York
City time, on July 6, 2017.
The Total Tender Offer Consideration is detailed in the table below.
CUSIP Number
|
|
Title of Security
|
|
Aggregate Principal Amount Outstanding
|
|
Reference Treasury Security
|
|
Bloomberg Reference Page
|
|
Reference Yield
|
|
Fixed Spread (bps)
|
|
Total Tender Offer Consideration (1)(2)
|
690742AC5
|
|
9.000% Senior Notes due 2019
|
|
$144,294,000
|
|
0.875% U.S. Treasury due 6/15/2019
|
|
PX5
|
|
1.403%
|
|
+ 50 bps
|
|
$1,134.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
690742AB7
|
|
7.000% Senior Notes due 2036
|
|
$550,000,000
|
|
3.00% U.S. Treasury due 2/15/2047
|
|
PX1
|
|
2.903%
|
|
+ 150 bps
|
|
$1,336.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Per $1,000 principal amount of Outstanding Notes tendered and
validly accepted.
(2) Includes the Early Tender Premium of $30 per $1,000 principal amount
of Outstanding Notes (the “Early Tender Premium”).
Settlement for Outstanding Notes that are validly tendered and not
validly withdrawn at or prior to the Early Tender Time and that are
accepted for purchase, will be July 7, 2017 (the “Early Settlement
Date”), two business days following the Early Tender Time.
The settlement date for Outstanding Notes that are validly tendered
after the Early Tender Time but at or prior to the Expiration Time (as
defined below) and that are accepted for purchase is expected to be July
21, 2017, two business days following the Expiration Time (the “Final
Settlement Date” and, together with the Early Settlement Date, the
“Settlement Dates” and each, a “Settlement Date”). Because the Tender
Offer with respect to the 2036 Notes was 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.
Owens Corning will pay holders who validly tender and do not validly
withdraw their 2019 Notes at or prior to the Expiration Time (as defined
below), the late tender offer consideration of $1,104.45 for each $1,000
principal amount of its 2019 Notes accepted for purchase, which does not
include the Early Tender Premium, plus accrued and unpaid interest up
to, but not including, the Final Settlement Date.
The Tender Offers will expire at 12:00 midnight, New York City time, at
the end of the day on July 19, 2017, unless extended or earlier
terminated with respect to either or both series of Outstanding Notes
(such date and time, as the same may be extended, the “Expiration Time”).
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
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Source: Owens Corning