Goodman Global sets tender pricing for 7 7/8% notes due 2012

By Laura Lutz

Des Moines, Jan. 28 - Goodman Global, Inc. said it wholly owned subsidiary, Goodman Global Holdings, Inc., set pricing in the tender offer for its 7 7/8% senior subordinated notes due 2012. As previously announced, Goodman also is conducting a tender offer for its senior floating-rate notes due 2012.

For each $1,000 principal amount of the 7 7/8% notes that was tendered by 5 p.m. ET on Jan. 24, the consent deadline, holders will receive $1,081.60.

The payout for the 7 7/8% notes was based on the present value of $1,039.38, which is the redemption price on Dec. 15, 2008, the earliest call date for the notes, and scheduled interest payments, discounted using the 3.375% Treasury due Dec. 15, 2008 and a fixed spread of 50 basis points, minus accrued interest to the payment date.

As previously reported, the company will pay $1,010 for each $1,000 principal amount of the floaters.

Both amounts include a consent fee of $20.00. Notes tendered after the early deadline will not receive the consent fee.

The company will also pay accrued interest.

When the tender offer was first announced on Jan. 10, there were $179.3 million of floaters and $400 million of 7 7/8% notes outstanding.

As of the consent deadline, holders of $179.16 million, or 99.92%, of the floaters and $398.22 million, or 99.58%, of the 7 7/8% notes had tendered their securities.

The company was soliciting consents to amend the indentures to eliminate most of the restrictive covenants and certain events of default. After the consent deadline, Goodman said it had entered into supplemental indentures.

The offer expires at 8 a.m. ET on Feb. 8.

The tender offers are being conducted in connection with Goodman Global, Inc.'s plan to merge with Chill Holdings, Inc., an entity controlled by private equity funds sponsored by Hellman & Friedman LLC.

Goodman Global's shareholders were scheduled to vote on the $25.60-per-share offer on Jan. 11.

The tender is conditioned on the receipt of sufficient consents, the completion of the merger and entry into new debt facilities.

Barclays Capital Inc. is the dealer manager (866 307-8991 or call collect 212 412-4072). Global Bondholder Services Corp. is the information agent (866 470-4200 or call collect 212 430-3774).

Goodman, located in Houston, manufactures heating, ventilation and air conditioning products for residential and light-commercial use. Hellman & Friedman has offices in San Francisco, New York and London.

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