Georgia Gulf extends early deadline, expiration in exchange for 7 1/8%, 9½%, 10¾% notes

By Susanna Moon

Chicago, April 27 - Georgia Gulf Corp. said it again extended the early participation deadline in its private offers to exchange its $100 million 7 1/8% senior notes due 2013, $500 million 9½% senior notes due 2014 and $200 million 10¾% senior subordinated notes due 2016 for $250 million principal amount of 15% senior secured second-lien notes due 2014 and 6,922,255 shares of its common stock.

The early participation deadline is now midnight ET on May 7, pushed back from April 27. The early participation cutoff was originally 5 p.m. ET on April 14.

The exchange offers also will expire at midnight ET on May 7, extended from April 27.

As of April 24, investors had tendered $18.2 million of the 7 1/8% notes, $11.2 million of the 9½% notes and $150,000 10¾% notes.

As announced on March 31, the company is offering $375 principal amount of new notes for every $1,000 principal amount of the 7 1/8% notes and 9½% notes and $125 principal amount of new notes for each $1,000 principal amount of the 10¾% notes.

The offers are subject to the receipt of tenders for at least 95% of the outstanding principal amount of all three issues of old notes.

Georgia Gulf said that assuming this minimum tender condition is met and any notes are tendered before the early participation deadline, it plans to issue the entire $250 million principal amount of new notes and 6,922,255 shares even if less than 100% of the outstanding old notes eligible for exchange are tendered.

Any new notes that remain after the tendered old notes are exchanged will be issued on a pro rata basis to those holders who tendered old notes prior to the early participation deadline. Georgia Gulf will issue 6,922,255 shares, which represents 19.99% of its common stock outstanding on March 30, to the early participants on the same pro rata basis.

If 95% of each series of notes were tendered by the early participation deadline, the company would issue $37.5 million of new notes to the 7 1/8% noteholders, $187.5 million of new notes to the 9½% noteholders and $25 million of new notes to the 10¾% noteholders.

The exchange offers are being made in a private transaction only to holders of old notes in the United States who are qualified institutional buyers and holders outside the United States who are not U.S. persons as defined under the Securities Act.

Global Bondholder Services Corp. (212 430-3774 or 866 873-7700) is the information agent.

Georgia Gulf is an Atlanta-based maker of chlorovinyls and aromatics chemicals and vinyl-based building and home improvement products.

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