Goodman Global gets tenders for almost all floaters, 7 7/8% notes, calls remainder

By Angela McDaniels

Tacoma, Wash., Feb. 13 - Goodman Global, Inc. said its wholly owned subsidiary, Goodman Global Holdings, Inc., received tenders for a majority of its senior floating-rate notes due 2012 and 7 7/8% senior subordinated notes due 2012 during a tender offer that expired at 8 a.m. ET on Wednesday.

Holders tendered and the company accepted for purchase $179.29 million, or 99.99%, of the $179.30 million floaters and $399.54 million, or 99.89%, of the $400 million 7 7/8% notes.

For each $1,000 principal amount, the company will pay $1,010.00 for the floaters and $1,081.60 for the 7 7/8% notes plus accrued interest. The payouts include a consent fee of $20.00 for each note tendered by 5 p.m. ET on Jan. 24, the consent deadline.

The payout for the 7 7/8% notes was determined 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 3/8% Treasury note due Dec. 15, 2008 and a fixed spread of 50 basis points, minus accrued interest to the payment date.

The company was soliciting consents to amend the indentures to eliminate most of the restrictive covenants and certain events of default. The amendments are now effective.

Goodman Global announced on Wednesday that notes not tendered into the offer will be redeemed on March 14. For each $1,000 principal amount of notes, the company will pay $1,010 plus $19.75 of accrued interest for the floaters and $1,000 plus $19.47 of accrued interest for the 7 7/8% notes.

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

Goodman Global's shareholders voted to approve the $25.60-per-share offer on Jan. 11, and the company announced the completion of the merger on Wednesday.

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

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

Goodman Global, located in Houston, manufactures heating, ventilation and air conditioning products for residential and light-commercial use.

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