Georgia Gulf gets needed consents for 9% notes; remainder to be called

By Jennifer Chiou

New York, Feb. 1 - Georgia Gulf Corp. announced that it has received the necessary consents in its cash tender offer and solicitation for any and all of its $450 million of 9% senior secured notes due 2017.

The company said it has accepted for purchase all $444.6 million of tenders received by 5 p.m. ET on Jan. 31, the consent deadline.

Georgia Gulf is soliciting consents for proposed amendments to the indenture to eliminate substantially all of the restrictive covenants and some events of default and to modify some related provisions in the indenture.

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

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

Georgia Gulf said it will redeem any remaining notes following the tender offer on March 4. It will pay par plus a make-whole premium and accrued interest.

Holders who tendered their notes and deliver their consents by the early 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.

The offer and consent solicitation are conditioned on a new debt financing; Georgia Gulf met this condition with the issue of $450 million of 4 7/8% senior notes due 2023.

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 Atlanta chemical manufacturer began the offer on Jan. 17.

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