USG announces preliminary results of cash tender offer for outstanding 9.75% senior notes due 2014, extends deadline to April 2
March 28, 2012
– USG Corporation (NYSE:USG) (“USG”) announced today the preliminary results of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 9.75% Senior Notes due 2014 (the “Notes”) (CUSIP Nos. 903293AV0, U90402AB1). As of 5:00 p.m., New York City time, on March 27, 2012 (the “Early Tender Time”), approximately $117.9 million principal amount of Notes had been validly tendered and not validly withdrawn.
USG also announced today that it has extended the Early Tender Time from 5:00 p.m., New York City time, on March 27, 2012, to 5:00 p.m., New York City time, on April 2, 2012 (such date and time, as the same may be extended, the “Extended Early Tender Time”), and that it has terminated the related solicitation of consents (the “Consent Solicitation”) to the proposed amendments to the terms of the Notes as described in the Offer to Purchase (as defined below).
Accordingly, all holders who validly tender their Notes at or prior to the Extended Early Tender Time and whose Notes are accepted for purchase will receive the total consideration of $1,125.00 per $1,000 principal amount of Notes, which is the sum of the tender offer consideration of $1,095.00 per $1,000 principal amount of Notes and the early tender premium of $30.00 per $1,000 principal amount of Notes. Holders who validly tender Notes after the Extended Early Tender Time, but at or prior to the Expiration Time (as defined below), will only receive the tender offer consideration of $1,095.00 per $1,000 principal amount of Notes and not the early tender premium. In addition, accrued interest up to, but not including, the applicable settlement date for the Notes will be payable in cash on all validly tendered and accepted Notes.
The Withdrawal and Revocation Deadline for the Tender Offer ended at 5:00 p.m., New York City time, on March 27, 2012. As a result, and in connection with the termination of the Consent Solicitation, validly tendered Notes may no longer be withdrawn, and valid tenders of Notes made after the date of this press release may not be withdrawn.
All other terms and conditions of the Tender Offer described in the Offer to Purchase and Consent Solicitation Statement dated March 14, 2012 (as amended, the “Offer to Purchase”) and the related Letter of Transmittal and Consent (as amended, the “Letter of Transmittal”), as amended by this press release, remain unchanged. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on April 11, 2012, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”).
The Tender Offer remains subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase, including the receipt by USG of proceeds from a proposed debt financing on terms reasonably satisfactory to USG, in its sole discretion, generating net proceeds in an amount that USG deems sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer. Any condition may be waived by USG with respect to the Tender Offer. If USG successfully concludes the proposed debt financing prior to the Expiration Time, USG may elect, in its sole discretion, to purchase tendered Notes prior to the Expiration Time.
USG has retained Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to serve as dealer managers for the Tender Offer. USG has appointed Global Bondholder Services Corporation (“GBS”) to serve as the depositary and information agent for the Tender Offer.
For additional information regarding the terms of the Tender Offer, please contact Citigroup Global Markets, Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect), or J.P. Morgan Securities LLC at (800) 245-8125 (toll free) or (212) 270-0761 (collect). Requests for documents and questions regarding the Tender Offer should be directed to GBS at (212) 430-3774 (banks and brokers) or (866) 795-2200 (all others).
None of USG, its board of directors, the dealer managers, GBS or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.
This announcement is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities. The Tender Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of USG by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
USG Corporation is a manufacturer and distributor of high-performance building systems through its United States Gypsum Company, USG Interiors, LLC, L&W Supply Corporation and other subsidiaries. Headquartered in Chicago, USG’s worldwide operations serve the residential and non-residential construction markets, repair and remodel construction markets, and industrial processes. USG’s wall, ceiling, flooring and roofing products provide leading-edge building solutions for customers, while L&W Supply center locations efficiently stock and deliver building materials nationwide.