Georgia Gulf receives consents for 10 3/8% notes

New York, Nov. 17 - Georgia Gulf Corp. said it received the necessary tenders and related consents from holders of its 10 3/8% senior subordinated notes due 2007 to amend the indenture for the notes.

By the consent date of 5.00 p.m. ET on Nov. 17, holders of 66% of the principal amount of the notes had tendered them and consented to the amendments to the indenture.

Georgia Gulf said it has executed a supplemental indenture to put the amendments into effect. But it said they will not become operative until the notes tendered are accepted for payment.

On Nov. 3, Georgia Gulf said it had begun a tender offer for any and all of its $200 million outstanding principal amount of 10 3/8% senior subordinated notes due 2007, and was also soliciting noteholder consents to certain proposed indenture amendments.

Georgia Gulf, an Atlanta-based chemical company, set a consent deadline of 5 p.m. ET on Nov. 17, and an expiration deadline of 12 midnight ET on Dec. 2, both subject to possible extension.

It said the purchase price of $1,033.13 will be paid for notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. In addition, noteholders will receive a consent payment of $20 per $1,000 principal amount of notes validly tendered and accepted for purchase if they tender their notes and provide their consents to the proposed amendments by the consent deadline.

The total consideration for notes tendered with consents and not withdrawn prior to the expiration of the consent period will be $1053.13 per $1,000 principal amount of notes tendered.

The company said that noteholders who tender their notes will be required to consent to the proposed amendments, and noteholders may not deliver consents to the proposed amendments without tendering their notes in the tender offer. Notes validly tendered prior to the consent deadline that are not validly withdrawn prior to the deadline may not be withdrawn, and related consents may not be revoked, after the consent date. Notes tendered after the consent deadline may be withdrawn prior to the expiration date of the tender offer.

Georgia Gulf's obligations to accept for purchase and to pay for notes in the tender offer is conditioned on, among other things, the company having received valid tenders representing a majority in aggregate principal amount of the outstanding notes, and those tenders not being subsequently withdrawn; execution of a supplemental indenture to the notes' indenture following receipt of consents to the proposed amendments from the holders at least a majority in of the outstanding notes; receipt by the company of consent to the tender offer and consent solicitation from its bank lenders under the company's credit agreement; and its receipt of sufficient funding to pay for the tender offer and consent solicitation from one or more financings, including new bank financing.

J.P. Morgan Securities Inc. and Banc of America Securities LLC will serve as the dealer managers and solicitation agents for the tender offer and consent solicitation. SunTrust Bank is acting as the depositary and trustee in the tender offer and consent solicitation. D. F. King & Co., Inc. is acting as the information agent in the tender offer and consent solicitation.

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