Owens Corning (NYSE: OC) today announced the determination of the pricing for its previously announced cash tender offers (as amended, the "Tender Offers") to purchase its 9.000% Senior Notes due 2019 (the "2019 Notes") and its 6.500% Senior Notes due 2016 (the "2016 Notes," and together with the 2019 Notes, the "Outstanding Notes") for an aggregate purchase price (including the premium but excluding accrued and unpaid interest) of up to $400,000,000 (the "Maximum Cap").
The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated November 4, 2014 (the "Offer to Purchase"), which sets forth a complete description of the terms and conditions of the Tender Offers, as amended by the press release dated November 4, 2014, and the related Letter of Transmittal (the "Letter of Transmittal").
Owens Corning will pay holders who validly tender and do not validly withdraw their Outstanding Notes at or prior to 5:00 p.m., New York City time, on November 18, 2014 (the "Early Tender Time"), the Total Tender Offer Consideration of $1,229.81 for each $1,000 principal amount of its 2019 Notes accepted for purchase and $1,114.56 for each $1,000 principal amount of its 2016 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 November 18, 2014.
The Total Tender Offer Consideration is detailed in the table below.
Title of Security
Aggregate Principal Amount Outstanding
Reference Treasury Security
Bloomberg Reference Page
Fixed Spread (bps)
Total Tender Offer Consideration (1)(2)
9.000% Senior Notes due 2019
1.50% U.S. Treasury Notes due 10/31/2019
+ 190 bps
6.500% Senior Notes due 2016
0.375% U.S. Treasury Notes due 10/31/2016
+ 30 bps
(1) Per $1,000 principal amount of Outstanding Notes tendered and validly accepted.
(2) Includes the Early Tender Premium of $50 per $1,000 principal amount of Outstanding Notes.
For Outstanding Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase, Owens Corning has the option for settlement to occur on the "Early Settlement Date," which is to be determined at Owens Corning's election and is expected to be November 19, 2014, one business day 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 December 4, 2014, one business day following the Expiration Time (the "Final Settlement Date" and, together with the Early Settlement Date, the "Settlement Dates" and each, a "Settlement Date").
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on December 3, 2014, 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"). Holders may withdraw their tenders at any time at or prior to 5:00 p.m., New York City time, on November 18, 2014, unless extended.
Goldman, Sachs & Co., J.P. Morgan Securities LLC 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 (866) 416-0552 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1452 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (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) is a leading global producer of glass fiber reinforcements and other materials for composites and of residential and commercial building materials. A Fortune ® 500 Company for 60 consecutive years and in business for more than 75 years, Owens Corning is a market-leading innovator of glass-fiber technology with sales of $5.3 billion in 2013 and about 15,000 employees in 27 countries.
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 that could cause actual results to differ materially from those projected in the statements. These risks, uncertainties and other factors include, without limitation: levels of residential and commercial construction activity; competitive factors; levels of global industrial production; demand for our products; relationships with key customers; industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; availability and cost of credit; our level of indebtedness; weather conditions; pricing factors; labor disputes and litigation; availability and cost of energy and raw materials; difficulties in managing production capacity; issues involving implementation and protection of information technology systems; international economic and political conditions, including new legislation or other governmental actions; our ability to utilize our net operating loss carry-forwards; research and development activities; foreign exchange and commodity price fluctuations; interest rate movements; issues related to acquisitions, divestitures and joint ventures; uninsured losses; achievement of expected synergies, cost reductions and/or productivity improvements; defined benefit plan funding obligations; 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 the date of its release, and is subject to change. The company does not undertake any obligation to update or revise forward-looking statements other than as required by applicable 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.