GenCorp begins consent solicitation for 9½% notes due 2013

New York, Oct. 20 - GenCorp Inc. said it has begun soliciting consents from the holders of record (as of Oct. 19) of its 9½% senior subordinated notes due 2013 to proposed changes in the notes' indenture.

The consent solicitation is scheduled to expire at 5 p.m. ET on Oct. 29, subject to possible extension.

GenCorp, a technology-based manufacturer based in Sacramento, Calif., said that the proposed indenture amendment would permit it to refinance its outstanding 5¾% convertible subordinated notes due 2007 with new subordinated debt having a final maturity or redemption date later than the final maturity or redemption date of the 5¾% notes being refinanced, and would provide that the company have up to 10 business days to apply the proceeds of refinancing debt toward the redemption or repurchase of outstanding debt.

The company said that if it gets valid consents from holders of a majority of the principal amount of the outstanding 9½% notes by the consent deadline, it will pay such holders a consent fee of $1.25 per $1,000 principal amount of notes for which a consent is validly delivered and not later revoked. Holders may revoke their consents until the proposed amendment becomes effective.

Wachovia Securities is the solicitation agent for the consent solicitation (contact the Liability Management Group at 866 309-6316 or call collect at 704 715-8341). The information and tabulation agent for the offer is Global Bondholder Services Corp. (call 866 873-5600; banks and brokers call 212 430-3774).

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