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Published on 8/24/2006 in the Prospect News Distressed Debt Daily.

Owens Corning granted court OK of €25.5 million Modalis share purchase agreement

By Caroline Salls

Pittsburgh, Aug. 24 - Owens Corning obtained court approval of its €25.5 million acquisition of Modalis SA, according to a Thursday filing with U.S. Bankruptcy Court for the District of Delaware.

The sale, covered by a share purchase agreement with Modalis Holdings LLC, Einar Hafstad and Christian Roggeman, relates to the acquisition of the issued and outstanding shares of ParMur SRL, Modulo USA LLC and Modalis SA.

Under the agreement, Owens Corning will pay €25.5 million for the shares.

If Modulo has completed its acquisition of a building in Bray-sur-Seine before closing, Owens Corning will pay €20.8 million directly to the sellers at closing.

In addition, the company will pay €4.7 million into an escrow account to secure any shortfall in the acquisition assets and any claims for indemnification.

If the Bray acquisition is not completed before closing, Owens Corning will pay €20 million to the sellers and will deposit the holdback amount into an escrow account.

Owens Corning will also pay an additional €800,000 to secure payment of the estimated loss if the Bray acquisition is not completed by the first anniversary of the closing date.

Owens Corning, a Toledo, Ohio, building materials company, filed for bankruptcy on Oct. 5, 2000. Its Chapter 11 case number is 00-3837.


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