CHICAGO--(BUSINESS WIRE)--Mar. 27, 2012--
USG Corporation (NYSE:USG) (“USG”) announced today the preliminary
results of its previously announced cash tender offer (the “Tender
Offer”) for any and all of its outstanding 9.75% Senior Notes due 2014
(the “Notes”) (CUSIP Nos. 903293AV0, U90402AB1). As of 5:00 p.m., New
York City time, on March 27, 2012 (the “Early Tender Time”),
approximately $117.9 million principal amount of Notes had been validly
tendered and not validly withdrawn.
USG also announced today that it has extended the Early Tender Time from
5:00 p.m., New York City time, on March 27, 2012, to 5:00 p.m., New York
City time, on April 2, 2012 (such date and time, as the same may be
extended, the “Extended Early Tender Time”), and that it has terminated
the related solicitation of consents (the “Consent Solicitation”) to the
proposed amendments to the terms of the Notes as described in the Offer
to Purchase (as defined below).
Accordingly, all holders who validly tender their Notes at or prior to
the Extended Early Tender Time and whose Notes are accepted for purchase
will receive the total consideration of $1,125.00 per $1,000 principal
amount of Notes, which is the sum of the tender offer consideration of
$1,095.00 per $1,000 principal amount of Notes and the early tender
premium of $30.00 per $1,000 principal amount of Notes. Holders who
validly tender Notes after the Extended Early Tender Time, but at or
prior to the Expiration Time (as defined below), will only receive the
tender offer consideration of $1,095.00 per $1,000 principal amount of
Notes and not the early tender premium. In addition, accrued interest up
to, but not including, the applicable settlement date for the Notes will
be payable in cash on all validly tendered and accepted Notes.
The Withdrawal and Revocation Deadline for the Tender Offer ended at
5:00 p.m., New York City time, on March 27, 2012. As a result, and in
connection with the termination of the Consent Solicitation, validly
tendered Notes may no longer be withdrawn, and valid tenders of Notes
made after the date of this press release may not be withdrawn.
All other terms and conditions of the Tender Offer described in the
Offer to Purchase and Consent Solicitation Statement dated March 14,
2012 (as amended, the “Offer to Purchase”) and the related Letter of
Transmittal and Consent (as amended, the “Letter of Transmittal”), as
amended by this press release, remain unchanged. The Tender Offer is
scheduled to expire at 11:59 p.m., New York City time, on April 11,
2012, unless extended or earlier terminated as described in the Offer to
Purchase (such time and date, as they may be extended, the “Expiration
Time”).
The Tender Offer remains subject to the satisfaction or waiver of a
number of conditions as set forth in the Offer to Purchase, including
the receipt by USG of proceeds from a proposed debt financing on terms
reasonably satisfactory to USG, in its sole discretion, generating net
proceeds in an amount that USG deems sufficient to effect the repurchase
of the Notes validly tendered and accepted for purchase pursuant to the
Tender Offer. Any condition may be waived by USG with respect to the
Tender Offer. If USG successfully concludes the proposed debt financing
prior to the Expiration Time, USG may elect, in its sole discretion, to
purchase tendered Notes prior to the Expiration Time.
USG has retained Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC to serve as dealer managers for the Tender Offer. USG has
appointed Global Bondholder Services Corporation (“GBS”) to serve as the
depositary and information agent for the Tender Offer.
For additional information regarding the terms of the Tender Offer,
please contact Citigroup Global Markets, Inc. at (800) 558-3745 (toll
free) or (212) 723-6106 (collect), or J.P. Morgan Securities LLC at
(800) 245-8125 (toll free) or (212) 270-0761 (collect). Requests for
documents and questions regarding the Tender Offer should be directed to
GBS at (212) 430-3774 (banks and brokers) or (866) 795-2200 (all others).
None of USG, its board of directors, the dealer managers, GBS or the
trustee for the Notes, or any of their respective affiliates, is making
any recommendation as to whether holders of the Notes should tender any
Notes in response to the Tender Offer. Holders of the Notes must make
their own decision as to whether to tender any of their Notes and, if
so, the principal amount of Notes to tender.
This announcement is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
securities. The Tender Offer is being made solely by means of the Offer
to Purchase and the related Letter of Transmittal. In those
jurisdictions where the securities, blue sky or other laws require any
tender offer to be made by a licensed broker or dealer, the Tender Offer
will be deemed to be made on behalf of USG by the dealer managers or one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
USG Corporation is a manufacturer and distributor of high-performance
building systems through its United States Gypsum Company, USG
Interiors, LLC, L&W Supply Corporation and other subsidiaries.
Headquartered in Chicago, USG’s worldwide operations serve the
residential and non-residential construction markets, repair and remodel
construction markets, and industrial processes. USG’s wall, ceiling,
flooring and roofing products provide leading-edge building solutions
for customers, while L&W Supply center locations efficiently stock and
deliver building materials nationwide.
Source: USG Corporation
USG Corporation
Media Inquiries: (312) 436-4356
Investor
Relations: (312) 436-6098
