Owens Corning Announces Pricing of Cash Tender Offers for Up to $350 Million Aggregate Principal Amount of Certain of its Outstanding Notes and Election of Early Settlement

TOLEDO, Ohio, Nov. 1, 2012 /PRNewswire/ -- Owens Corning (NYSE: OC) today announced the determination of the pricing for its previously announced cash tender offers to purchase up to $250 million aggregate principal amount of its 6.500% Senior Notes due 2016 (the "2016 Notes") and up to $100 million aggregate principal amount of its 9.000% Senior Notes due 2019 (the "2019 Notes" and together with the 2016 Notes, the "Outstanding Notes") and its election, with respect to Outstanding Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (as defined below), to make payment for such Outstanding Notes on November 2, 2012.

The terms and conditions of the Tender Offers are described in the Offers to Purchase For Cash, dated October 17, 2012 (the "Offer to Purchase"), which sets forth a complete description of the terms and conditions of the Tender Offers, as amended by press releases dated October 19, 2012 and October 29, 2012, and the related Letter of Transmittal (the "Letter of Transmittal").

Owens Corning will pay holders who validly tendered and did not validly withdraw their Outstanding Notes at or prior to 5 p.m., New York City time, on November 1, 2012 (the "Early Tender Date") the Total Tender Offer Consideration of $1,179.38 for each $1,000 principal amount of its 2016 Notes accepted for purchase and $1,321.22 for each $1,000 principal amount of its 2019 Notes accepted for purchase, plus, in each case, accrued and unpaid interest up to, but not including, the Early Settlement Date, which is expected to be November 2, 2012. The applicable Total Tender Offer Consideration for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for purchase was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the bid-side yield of the applicable reference security, calculated as of 2 p.m., New York City time, on November 1, 2012.

The Total Tender Offer Consideration is detailed in the table below.

CUSIP

Number

Title of

Security

Aggregate

Principal

Amount

Outstanding

Reference

Treasury

Security

Reference

Treasury

Security

Fixed

Spread

(bps)

Reference

Yield

 

Total Tender

Offer

Consideration

(1)(2)


690742AA9

6.500%
Senior Notes

due 2016

$650,000,000

0.625% due

September 30,

2017

PX1

+ 120

0.709%

$1,179.38


690742AC5

9.000%

Senior Notes

due 2019

$350,000,000

1.625% due

August 15,

2022

PX1

+ 180

1.717%

$1,321.22


(1)     Per $1,000 principal amount of Outstanding Notes tendered and validly accepted assuming a settlement date of November 2, 2012.

(2)     Includes the Early Tender Premium of $30 per $1,000 principal amount of Outstanding Notes.

 

The table below identifies the principal amount of each series of Outstanding Notes validly tendered and the principal amount of each series that Owens Corning has accepted for purchase, as well as the relevant proration factor for each series of Outstanding Notes.

CUSIP

Number     

Title of

Security

Aggregate

Principal

Amount

Outstanding

 

 

 

Series Cap

Principal

Amount

Tendered

Principal

Amount

Accepted

 

 

 

Proration

Factor    

690742AA9

6.500%
Senior Notes

due 2016

$650,000,000

$250,000,000

$313,915,000

 

 

$250,000,000

 

79.716%








690742AC5

9.000%

Senior Notes

due 2019

$350,000,000

$100,000,000

$120,436,000

 

$99,999,000

 

83.168%








Because the Tender Offers are fully subscribed as of the Early Tender Date, Holders who validly tender Outstanding Notes after the Early Tender Date will not have any of their Outstanding Notes accepted for payment.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as dealer managers for the Tender Offers.  The tender and information agent for the Tender Offers is D.F. King & Co., Inc.

This news release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.  The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.  The Tender Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction.  In any jurisdiction in which the securities or "blue sky" laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Owens Corning by a dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.  None of Owens Corning, the dealer managers or the tender and information agent makes any recommendations as to whether holders should tender their Outstanding Notes pursuant to the Tender Offers.

About Owens Corning
Owens Corning (NYSE: OC) is a leading global producer of residential and commercial building materials, glass-fiber reinforcements and engineered materials for composite systems.  A Fortune® 500 Company for 58 consecutive years, Owens Corning is committed to driving sustainability by delivering solutions, transforming markets and enhancing lives.  Celebrating its 75th anniversary in 2013, Owens Corning is a market-leading innovator of glass-fiber technology with sales of $5.3 billion in 2011 and about 15,000 employees in 28 countries on five continents.  Additional information is available at: www.owenscorning.com.

This news release contains forward-looking statements.  These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected in these statements.  Such factors include, without limitation: economic and political conditions, including new legislation or other governmental actions; levels of residential and commercial construction activity; competitive factors; pricing factors; weather conditions; our level of indebtedness; industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; availability and cost of energy and materials; availability and cost of credit; interest rate movements; issues related to expansion of our production capacity; issues related to acquisitions, divestitures and joint ventures; our ability to use our net operating loss carry-forwards; achievement of expected synergies, cost reductions and/or productivity improvements; issues involving implementation of new business systems; foreign exchange fluctuations; research and development activities; difficulties in managing production capacity; labor disputes; and factors detailed from time to time in the company's Securities and Exchange Commission filings.  The information in this news release speaks as of the date November 1, 2012, and is subject to change.  The company does not undertake any duty to update or revise forward-looking statements.  Any distribution of this news release after that date is not intended and will not be construed as updating or confirming such information.

SOURCE Owens Corning



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