Georgia Gulf begins tender offer, consent solicitation for 9% notes

By Marisa Wong

Madison, Wis., Jan. 17 - Georgia Gulf Corp. began a cash tender offer on Thursday for any and all of its outstanding $450 million of 9% senior secured notes due 2017, according to a press release.

The company is also soliciting consents for proposed amendments to the indenture governing the 9% notes. The company is seeking to eliminate substantially all of the restrictive covenants and some events of default and to modify some related provisions in the indenture.

The company must receive consents from holders representing a majority of the outstanding notes to enter into a supplemental indenture effecting the changes.

Holders who tender their notes and deliver their consents by 5 p.m. ET on Jan. 31, the consent payment deadline, will be eligible to receive the total consideration of $1,124.23 per $1,000 principal amount of notes. The total consideration includes a $30.00 consent payment.

Holders who tender their notes after the consent payment deadline will only be eligible to receive the tender offer consideration of $1,094.23 per $1,000 of notes, which is the total consideration less the consent payment.

The company will also pay accrued interest to, but not including, the applicable payment date.

Holders may not tender notes without delivering consents or give consents without tendering notes.

Tenders may be withdrawn and consents revoked at any time on or before the consent payment deadline.

The tender offer will expire at 9 a.m. ET on Feb. 15.

The offer and consent solicitation are conditioned on a new debt financing. Georgia Gulf separately announced on Thursday plans to issue $450 million of senior notes due 2023.

The company said it intends to redeem any notes outstanding following the expiration of the tender offer.

Barclays (800 438-3242 or 212 528-7581) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (212 269-5550 for bankers and brokers and 800 578-5378 for all others) is the information agent and tender agent.

The chemical manufacturer is based in Atlanta.

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