Goodman Global tenders for floaters due 2012, 7 7/8% notes

By Jennifer Chiou

New York, Jan. 10 - Goodman Global, Inc. announced that its wholly owned subsidiary, Goodman Global Holdings, Inc., launched a cash tender offer for any and all of its $179.3 million of senior floating-rate notes due 2012 and $400 million of 7 7/8% senior subordinated notes due 2012.

The company also is soliciting consents to amend the indentures to eliminate most of the restrictive covenants and certain events of default.

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

For each $1,000 principal amount, the company said it will pay $1,010 for the floaters, including a consent payment of $20 for those who tender by 5 p.m. ET on Jan. 24.

Goodman Global said that it will calculate the payout for the 7 7/8% notes using the present value of $1,039.38, which is the redemption price on Dec. 15, 2008, the earliest call date for the notes, and schedule interest payments, discounted using the 3.375% Treasury due Dec. 15, 2008 a fixed spread of 50 basis points, minus accrued interest to the payment date.

The payout will include a $20 consent payment per $1,000 principal amount.

The company noted that it will also pay accrued interest.

As already reported, shareholders will vote on the company's acquisition by Chill Holdings, Inc. at a special meeting at 10 a.m. ET on Jan. 11 in Houston. Chill Holdings is an entity controlled by private equity funds sponsored by Hellman & Friedman LLC.

Goodman Global's board of directors previously said it recommends its shareholders vote in favor of the $25.60-per-share offer.

As already stated, Goodman Global agreed to be acquired by affiliates of Hellman & Friedman in an all-cash transaction valued at about $2.65 billion.

The tender is conditioned on the receipt of sufficient consents, the completion of the merger as well as entry into the 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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