TOLEDO, Ohio--(BUSINESS WIRE)--
Owens Corning (NYSE:OC) today announced that it is offering to sell,
subject to market and other conditions, a new series of its unsecured
senior notes in an underwritten public offering under its effective
shelf registration statement (the “Senior Notes Offering”).
Owens Corning intends to use a portion of the net proceeds of the Senior
Notes Offering to fund a portion of the purchase price of its
acquisition of Pittsburgh Corning Corporation and Pittsburgh Corning
Europe NV (together, “Pittsburgh Corning”), which it intends to close by
the end of the second quarter or early in the third quarter, subject to
other customary closing conditions after it recently received the
requisite regulatory approvals. Owens Corning intends to use the
remaining net proceeds to fund the repurchase of any and all of its
9.000% Senior Notes due 2019 (the “2019 Notes”) and a portion of its
7.000% Senior Notes due 2036 (the “2036 Notes,” and together with the
2019 Notes, the “Outstanding Notes”) in cash tender offers it commenced
today (the “Tender Offers”), or otherwise, and for general corporate
purposes (which may include the repayment of debt). If for any reason
the closing of the Pittsburgh Corning acquisition is significantly
delayed or does not otherwise occur, Owens Corning may use a portion of
the net proceeds from this offering for general corporate purposes.
BofA Merrill Lynch, Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC are acting as joint
book-running managers for the Senior Notes Offering.
A registration statement relating to the senior notes being offered has
been filed with the Securities and Exchange Commission and has become
effective. The Senior Notes Offering may be made only by means of a
prospectus supplement and the accompanying prospectus. When available, a
copy of the preliminary prospectus supplement and accompanying
prospectus related to the Senior Notes Offering may be obtained from
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte NC 28255-0001, Attn:
Prospectus Department, or email dg.prospectus_requests@baml.com;
Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood NY 11717, telephone: 1-800-831-9146, or by
emailing prospectus@citi.com;
J.P. Morgan Securities LLC, 383 Madison Avenue, New York NY 10179, Attn:
Investment Grade Syndicate Desk, 212-834-4533; or Wells Fargo
Securities, LLC, Attention: WFS Customer Service, 608 2nd Avenue South,
Suite 1000, Minneapolis, MN 55402, or by calling (800) 645-3751, or by
email: wfscustomerservice@wellsfargo.com.
Alternatively, you may get these documents for free by visiting EDGAR on
the Securities and Exchange Commission website at http://www.sec.gov/.
Before you invest, you should read the prospectus supplement related to
the Senior Notes Offering, the accompanying prospectus and other
documents incorporated by reference in the prospectus supplement and the
accompanying prospectus for more complete information about the Senior
Notes Offering.
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.
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 about 16,000 people in 26 countries. It has been a
Fortune 500® company for 63 consecutive years.
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 consummate the acquisition and integration of
Pittsburgh Corning; 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.; our ability to successfully complete the Senior Notes Offering
and Tender Offers; 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 June 21, 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